Common use of Conditions to Obligations of the Company Clause in Contracts

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is subject to the satisfaction, or the waiver at the Company’s discretion, of all of the following further conditions: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent Parties contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific date, in which case such representations and warranties need only to be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further conditionsconditions unless waived by the Company: (a) The representations and warranties of Parent Parties and Purchaser set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement (except to the extent such representation is expressly stated to be made as of an earlier date, which shall be true and correct in all respects as of such date) it being understood that for purposes of determining the accuracy of such representations or warranties each of the following shall be disregarded: (i) any "Material Adverse Effect" qualification or any other materiality qualifications contained in such representations and warranties, (ii) any inaccuracy that does not, together with all other inaccuracies, have a Material Adverse Effect on Parent, (iii) any inaccuracy that results from or relates to general business or economic conditions, (iv) any inaccuracy that results from or relates to conditions generally affecting the industry in which Parent competes, (v) any inaccuracy that results from or relates to the announcement or pendency of the Merger or any of the other transactions contemplated hereby, (vi) any inaccuracy that results from or relates to the taking of any action contemplated by this Agreements and the Company shall have duly received a certificate signed on behalf of Parent by the Chairman or the President or a Vice Chairman and by the Chief Financial Officer of Parent to such effect. (b) Parent and Purchaser shall have performed all of their obligations hereunder required to be performed by them under this Agreement, at or prior to the Closing Date in all material respectsexcept where the failure to perform such obligation would not have a Material Adverse Effect on the Company or Parent, unless and the applicable obligation has Company shall have received a materiality qualifier in which case it shall be duly performed in all respects. (b) All certificate signed on behalf of the representations Company by the Chairman and warranties Chief Executive Officer or the Vice Chairman and by the Executive Vice President and Chief Financial Officer of the Parent Parties contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating Company to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific date, in which case such representations and warranties need only to be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effecteffect. (c) Since Parent and Purchaser shall have obtained the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known riskConsents. (d) The Company shall have received from Herrxxx, Xxinxxxxx XXX, Parent's and Purchaser's counsel, a certificate signed by an authorized officer of each of legal opinion, addressed to the Parent Parties certifying Company and dated the satisfaction of Closing Date, opining as to the conditions matters set forth in clauses (a) through (c) Exhibit L attached hereto, with customary exceptions and qualifications thereto, and the Company shall have received from its counsel an opinion that the Merger will constitute a tax-free reorganization within the meaning of this Section 8.3.368 of the Code in the form attached as Exhibit Q. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties persons set forth on Exhibit K shall have received employment agreements containing at a minimum the terms set forth opposite such person's name on Exhibit M, duly executed by Parent and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed those parties set forth on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock ExchangeExhibit K, and such employment agreements shall become effective as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably Date and be expected to fail to meet such Stock Exchange’s continued listing requirements in full force and effect as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfieddate thereof. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is subject to the satisfaction, or the waiver at the Company’s discretion, of all of the following further conditions: (a) The Parent Purchaser Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent Purchaser Parties contained in ARTICLE Article V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Purchaser Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific datedate prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of suchsuch earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Purchaser Material Adverse Effect. (c) Since the date of this AgreementThere shall have been no event, no Parent change or occurrence which has Purchaser Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known riskEffect. (d) The Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Purchaser Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Purchaser Parties. (fe) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Purchaser Ordinary Shares and Domesticated Parent Warrants shall remain listed for trading on Nasdaq through and the Effective Time, the additional listing application for the listing of the Domesticated Parent Common Consideration Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as Nasdaq. As of the Closing Date, Parent Purchaser shall not have received any written notice from the Stock Exchange Nasdaq that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued the Nasdaq listing requirements as of immediately following the Closing Date for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange Nasdaq or the underlying failure appropriately remedied or satisfied. (if) The Domestication Persons identified in Section 8.4(a) shall have been completed as provided in ARTICLE II and a time-stamped copy elected to the board of directors of the Certificate of Domestication issued by Purchaser immediately before the Secretary of State of the State of Delaware in relation thereto Closing. (g) The Purchaser’s name shall have been delivered changed to “MicroAlgo Inc.” immediately before the CompanyClosing. (jh) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (received a certificate signed by the “Oramed Note”), or (ii) obtained the full release chief executive officer of the Company as a guarantor of Purchaser to the Oramed Note as effect set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties theretoclauses (a) through (g) of this Section 9.3. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction, or the waiver at in the Company’s sole and absolute discretion, of all of the following further conditions: (a) The Parent Parties and Merger Sub shall each have duly performed or complied with, in all material respects, all of their its respective covenants, agreements and obligations hereunder required to be performed or complied with (without giving effect to any “in all material respects” qualifiers contained therein) by them Parent or Merger Sub, as applicable, at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respectsDate. (b) All of the The representations and warranties of the Parent Parties and Merger Sub contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) Agreement shall be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date Date, as if made at and as of such date (other than in each case except for to the extent that any such representation and warranties that speak warranty is made as of a specific date, in which case such representations representation and warranties need only to warranty shall be true and correct at and as of suchsuch specific date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this Agreement, no there shall not have occurred and be continuing any Effect in respect of Parent or Merger Sub that individually, or together with any other Effect, has had or would reasonably be expected to have a Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known riskon Parent or Merger Sub. (d) The Company shall have received a certificate certificate, dated as of the Closing Date, signed by the Chief Executive Officer of Parent in such Person’s capacity as an authorized officer of each the Company and not in such Person’s individual capacity, certifying the accuracy of the Parent Parties certifying the satisfaction provisions of the conditions set forth in foregoing clauses (a) through ), (b), and (c) of this Section 8.39.3. (e) From the date hereof until the Closing, the The Amended Parent Parties Charter shall have been in material compliance filed with the reporting requirements under the Securities Act Delaware Secretary of State and the Exchange Act applicable to the Parent Partiesbecome effective. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parentreceived a certificate, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and dated as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn signed by the Stock Exchange or the underlying failure appropriately remedied or satisfied. Secretary of Parent attaching true, correct and complete copies of: (i) The Domestication shall have been completed the amended and restated certificate of incorporation of Parent, certified as provided in ARTICLE II and of a time-stamped copy of the Certificate of Domestication issued recent date by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or Delaware; (ii) obtained the full release bylaws of the Company as a guarantor Parent; (iii) copies of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, resolutions duly adopted by the Company Board of Directors of Parent authorizing this Agreement, the Additional Agreements to which Parent is a party and certain other parties thereto. the transactions contemplated hereby and thereby and the Parent Proposals; and (liv) The Domesticated Parent Certificate a certificate of Designations shall have been filed withgood standing of Parent, and accepted by, certified as of a recent date by the Secretary of State of the State of Delaware. (mg) The Pre-Signing Certificate Company shall have received a certificate, dated as of the Closing Date, signed by the Secretary of Merger Sub attaching true, correct and complete copies of (i) copies of resolutions duly adopted by the Board of Directors and sole stockholder of Merger Sub authorizing this Agreement, the Additional Agreements to which Mxxxxx Sub is a party and the transactions contemplated hereby and thereby and (ii) a certificate of good standing of Merger Sub, certified as of a recent date by the Secretary of State of the State of Nevada. (h) Each of Parent, Sponsor or other stockholder of Parent, as applicable, shall have become executed and delivered to the Company a copy of each Additional Agreement to which Parent, Sponsor or such other stockholder of Parent, as applicable, is a party. (i) Parent shall have delivered to the Company true and complete copies of the resignations from Parent’s Board of Directors of all directors of Parent’s Board of Directors, effective as of immediately prior to the Effective Time. (j) The size and composition of the post-Effective Time Parent Board of Directors shall have been established as set forth in accordance with its terms Section 2.8. (k) The size and composition of the DGCLpost-Effective Time Board of Directors of the Surviving Corporation shall have been established as set forth in Section 2.7.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment, at or prior to the waiver at the Company’s discretionClosing, of all each of the following further conditions, any of which may be waived in writing by the Company in its sole discretion: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent Parties Acquiror and Sub contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality Agreement or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) any Ancillary Agreement or any certificate delivered pursuant hereto shall be true and correct at in all respects when made and in all material respects as of the date Closing Date, or in the case of this Agreement representations and (ii) warranties that are made as of a specified date, such representations and warranties shall be true and correct in all respects as of the Closing Date (other than in each case except for representation and warranties such specified date; provided, however, that speak as of a specific date, in which case such representations and warranties need only to be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent qualified by an Acquiror Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk.or other materiality qualifiers must instead be (db) The Company shall have received a certificate signed by an authorized officer of each of the Parent Parties Secretary or an Assistant Secretary of Acquiror certifying as to the satisfaction full force and effect of resolutions of its board of directors (or a committee thereof) attached thereto as exhibits evidencing the conditions set forth in clauses (a) through authorization of Acquiror to consummate the transactions contemplated by this Agreement. (c) The Company shall have received a certificate of the Secretary or an Assistant Secretary of Sub certifying as to the full force and effect of resolutions of its board of directors and sole stockholder attached thereto as exhibits evidencing the authorization of Sub to consummate the transactions contemplated by this Section 8.3Agreement. 71 (d) There shall have been no event, change, circumstance, effect, development or state of facts that would individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. The Company shall have received a certificate signed on behalf of Acquiror, by a duly authorized officer thereof, to such effect. (e) From the date hereof until the Closing, the Parent Parties The Securityholder Representative shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each received an executed counterpart of each of the Parent Parties shall have executed and delivered to Escrow Agreements, signed by each party other than the Company each Additional Agreement to which it is a partySecurityholder Representative. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further additional conditions: (a) The Parent Parties the Buyer and the Merger Sub shall have duly performed obtained all of their obligations hereunder the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices (including, but not limited to any filings that are required with the SEC), except for any which if not obtained or effected would not have a Material Adverse Effect on the Buyer or the Merger Sub or on the ability of the Parties to consummate the transactions contemplated by this Agreement; (b) each of the Buyer and the Merger Sub shall have performed or complied with in all material respects its agreements and covenants required to be performed by them at or complied with under this Agreement as of or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.Effective Time; (bc) All of the representations and warranties of the Parent Parties contained Buyer and the Merger Sub set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) Article IV shall be true and correct as of the Closing Date (other than in each case Date, except for representation representations and warranties that speak made as of a specific specified date, in which case such representations and warranties need only to shall be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk.such date; (d) The the Company shall have received from the Secretary of the Buyer a certificate signed by an authorized officer (i) certifying the Certificate of each Incorporation of the Parent Parties Buyer, (ii) certifying the satisfaction Bylaws of the conditions set forth in clauses Buyer, (aiii) through certifying the resolutions of the Board of Directors of the Buyer and (civ) attesting to the incumbency of this Section 8.3.the officers of the Buyer; (e) From the date hereof until the Closing, the Parent Parties Company shall have been in material compliance with received from the reporting requirements under Secretary of the Securities Act Merger Sub a certificate (i) certifying the Certificate of Incorporation of the Merger Sub, (ii) certifying the Bylaws of the Merger Sub, (iii) certifying the resolutions of the Board of Directors and the Exchange Act applicable sole stockholder of the Merger Sub and (iv) attesting to the Parent Parties.incumbency of the officers of the Merger Sub; (f) Each of all certificates, opinions, instruments and other documents required to effect the Parent Parties transactions contemplated hereby shall have executed be reasonably satisfactory in form and delivered substance to the Company each Additional Agreement to which it is a party.Company; (g) The directors designated the Buyer financial statements shall be certified by a qualified certified public accountant selected by the Company Company, who shall have been appointed or elected provided with access to the board Books and Records and financial information of directors of Parent, effective at the Effective Time.Buyer and Buyer Sub; and (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time Buyer shall have been approved by the applicable Stock Exchange, and as of no more than $150,000 in liabilities at the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as and outstanding convertible promissory notes of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied$625,000. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is subject to the satisfaction, or the waiver at in the Company’s sole and absolute discretion, of all of the following further conditions: (a) The Each Parent Parties Party shall each have duly performed or complied with, in all material respects, all of their its respective obligations hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by them such Parent Party, as applicable, at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respectsDate. (b) All of the representations and warranties of the Parent Parties contained in ARTICLE V Article VI of this Agreement, Agreement (disregarding all qualifications and exceptions contained herein therein relating to materiality or Parent Material Adverse Effect), regardless of whether it involved a known riskother than the Parent Party Fundamental Representations, shall: (i) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as if made at and as of such date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects at and as of such earlier date). The Parent Party Fundamental Representations shall be true and correct in all respects at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date Date, as if made as of such date (other than in each case except for to the extent that any such representation and warranties that speak warranty is expressly made as of a specific date, in which case such representations representation and warranties need only to warranty shall be true and correct at and as of such), in the case of (i) and (iisuch specific date), other than as would not in the aggregate de minimis inaccuracies. (c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuingon the Parent Parties, regardless of whether it involved a known risk. (d) The Company shall have received a certificate certificate, dated as of the Closing Date, signed by an authorized officer of each a Parent Party as to the accuracy of the Parent Parties certifying the satisfaction of the conditions provisions set forth in clauses (aSections 10.3(a), 10.3(b) through (c) of this Section 8.3and 10.3(c). (e) From The Company shall have received a certificate, dated as of the date hereof until Closing Date, signed by the ClosingSecretary of the Purchaser attaching true, correct and complete copies of (i) the Organizational Documents of the Purchaser as in effect as of the Closing Date; (ii) copies of resolutions duly adopted by the board of directors of Parent authorizing this Agreement, the Additional Agreements to which the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act are a party and the Exchange Act applicable transactions contemplated hereby and thereby and confirmation of the Parent Stockholder Approval; and (iii) a recent certificate of good standing as of a date no later than thirty (30) days prior to the Parent PartiesClosing Date regarding the Purchaser and Merger Sub from the Cayman Registry. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further conditions, any of which may be waived, in writing, exclusively by the Company: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent Parties contained and Merger Subsidiary I set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein therein relating to materiality or Parent Material Adverse EffectEffect or any similar standard or qualification, regardless of whether it involved a known risk, shall: (i) shall be true and correct at and as of the date of this Agreement Effective Time as if made at and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific such date, in which case except where the failure of such representations and warranties need only to be true and correct as of such)would not, singly or in the case of (i) and (ii)aggregate, other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) on Parent. The Company shall have received a certificate signed by an a duly authorized officer of each of Parent to the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3foregoing effect. (eb) From the date hereof until the Closing, the Parent Parties and Merger Subsidiary I shall have been performed or complied in all material compliance respects with the reporting requirements under the Securities Act all agreements and the Exchange Act applicable covenants required by this Agreement to be performed or complied with by it on or prior to the Parent Parties. (f) Each of the Parent Parties shall have executed Effective Time, and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected received a certificate with respect to the board of directors foregoing signed on behalf of Parent, effective at with respect to the Effective Time.covenants of Parent, by a duly authorized officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Subsidiary I, with respect to the covenants of Merger Subsidiary I, by a duly authorized officer of Merger Subsidiary I. (hc) The Domesticated Parent Common Shares and Domesticated Parent Warrants Company shall remain listed on Nasdaq through have received an opinion of Xxxxx Xxxx & Xxxxxxxx, counsel to Parent, dated the Effective Time, in substantially the listing application for form attached hereto as Exhibit F. In rendering such opinion, such counsel may rely upon certificates of public officers as to matters governed by the listing laws of jurisdictions other than Delaware, California or the Federal laws of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock ExchangeUnited States of America, and upon opinions of counsel reasonably satisfactory to Parent, and, as to matters of the Closing Datefact, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as upon certificates of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release officers of the Company as a guarantor or any of the Oramed Note as set forth in that certain Subsidiary Guaranteeits Subsidiaries, dated September 21, 2023, by the Company copies of which opinions and certain other parties theretocertificates shall be contemporaneously delivered to Parent. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is subject to the satisfaction, or the waiver at the Company’s discretion, of all of the following further conditions: (a) The Parent Purchaser Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent Purchaser Parties contained in ARTICLE V VI of this Agreement, disregarding all qualifications and exceptions contained herein therein relating to materiality or Parent Material Adverse Effectany similar qualification or exception, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case except for representation representations and warranties that speak as of a specific datedate prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of suchsuch earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on the Purchaser Parties. (c) Since There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a material adverse effect on the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuingPurchaser Parties, regardless of whether it involved a known risk. (d) The Company shall have received a certificate signed by an authorized officer of each of Purchaser Parties to the Parent Parties certifying the satisfaction of the conditions effect set forth in clauses (a) through (c) of this Section 8.310.3. (e) From the date hereof until the Closing, the Parent Purchaser Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Purchaser Parties. (f) Each of the Parent The Purchaser Parties shall have executed and delivered to the Company each Additional Agreement to which it any of them is a party. (g) The Parent Shares Redemption shall have been completed in accordance with the terms hereof and the Proxy Statement. (h) The directors designated by the Company shall have been appointed or elected to the board of directors of Parentthe Purchaser, effective at as of the Effective Time. (hi) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through and the Effective Time, the additional listing application for the listing of the Domesticated Parent Common Closing Payment Shares and Domesticated Parent Warrants following the Effective Time shall have been approved for listing by the applicable Stock Exchange, and as Nasdaq. As of the Closing Date, Parent shall not have received any written notice from the Stock Exchange Nasdaq that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued the Nasdaq listing requirements as of immediately following the Closing for Date in any reasonmaterial respects, where such notice has not been subsequently withdrawn by the Stock Exchange Nasdaq or the underlying failure appropriately remedied or satisfied. (i) . The Domestication additional listing application for the Closing Payment Shares shall have been completed as provided in ARTICLE II approved for listing by Nasdaq and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties theretoreasonably cooperate with Parent with respect to such listing. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further additional conditions: (a) The the Parent Parties shall have duly performed obtained (and shall have provided copies thereof to the Company) all of their obligations hereunder the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Parent or any of its Subsidiaries, except for any the failure of which to be performed obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.this Agreement; (b) All of the representations and warranties of the Parent Parties contained set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating Agreement (when read without regard to any qualification as to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (iEffect contained therein) shall be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date Effective Time as though made as of the Effective Time (other than in each case except for provided, however, that to the extent such representation and warranties that speak as of a specific warranty expressly relates to an earlier date, in which case such representations representation and warranties need only to warranty shall be true and correct as of suchsuch earlier date), except for any untrue or incorrect representation and warranty that, individually or in the case of (i) and (ii)aggregate, other than as would do not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) Since each of the date Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of this Agreementor prior to the Effective Time, no except when any non-performance or non-compliance does not have a Parent Material Adverse Effect has occurred that is continuing, regardless or a material adverse effect on the ability of whether it involved a known risk.the Parties to consummate the transactions contemplated by this Agreement; (d) The no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have delivered to the Company a certificate (the “Parent Certificate”) to the effect that each of the conditions specified in clauses (b) and (c) (with respect to the Parent’s due diligence of the Company) of Section 5.1 and clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Parent, the Acquisition Subsidiary or Leaseco) of this Section 5.3 is satisfied in all respects; (f) the Company shall have received from Gottbetter & Partners, LLP, counsel to the Parent and the Acquisition Subsidiary, an opinion with respect to the matters set forth in Exhibit E attached hereto, addressed to the Company and dated as of the Closing Date; (g) the total number of shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall equal 12,000,000 shares, after giving effect to the Stock Split and the Share Contribution, but excluding (i) the Merger Shares and (ii) warrants to purchase shares of Parent Common Stock to be issued in connection with the Bridge Loan; (h) Each of Xxxxxx X. Xxxxxxxx, X.X. Xxxxxxx and Xxx Xxxxx shall have employments agreements mutually satisfactory to the Company, the Parent and to the respective employees; (i) the Parent shall have adopted the Parent Option Plan; (j) the Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares ’s transfer agent and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and registrar certifying that as of the Closing DateDate there are 36,000,000 shares of Parent Common Stock issued and outstanding (without giving effect to the 24,000,000 shares of Parent Common Stock to be retired in connection with the Split-Off, after which retirement there will be 12,000,000 shares of Parent Common Stock issued and outstanding); (k) the Parent’s Board of Directors shall be authorized to consist of five members; (l) contemporaneously with the closing of the Merger, the Parent, Leaseco and the Buyer shall execute the Split-Off Agreement, which Split-Off is effective simultaneous with the Effective Time; and (m) the Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected changed its name to fail to meet such Stock Exchange’s continued listing requirements name as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered is acceptable to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the ---------------------------------------- Company to consummate effect the Closing is Merger will be subject to the satisfaction, satisfaction at or prior to the waiver at the Company’s discretion, of all Effective Time of the following further conditions, any or all of which may be waived, in whole or in part to the extent permitted by Applicable Law: (a) The Parent Parties VIALOG shall have duly performed furnished the Company and the Principal Stockholder with the favorable opinion dated the Financing Closing Date of Xxxxxx, X'Xxxxxxx, XxXxxxxx & Xxxxxx, LLP, counsel to VIALOG and VIALOG Merger Subsidiary, which may contain limitations and qualifications as to scope and law and rely on certifications as to facts of officers of VIALOG and VIALOG Merger Subsidiary and public officials as are reasonable and customary to opinions delivered in the type of business transactions covered by this Agreement, addressing the following: (i) Due organization, valid existence and good standing of VIALOG and VIALOG Merger Subsidiary, (ii) Due authorization and valid execution and delivery by, and enforceability against, VIALOG and VIALOG Merger Subsidiary of the Agreement except (A) as such enforceability may be subject to bankruptcy, moratorium, insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors and as the same may be subject to the effect of general principles of equity and (B) that no opinion need be expressed as to the enforceability of indemnification provisions, (iii) The execution and delivery of the Agreement by VIALOG and VIALOG Merger Subsidiary and all of their obligations hereunder Collateral Documents executed or required to be performed executed pursuant thereto or to consummate the Merger by them do not, and the performance of the Agreement and all Collateral Documents executed or required to be executed pursuant thereto or to consummate the Merger and the consummation of the Merger by them will not, (A) conflict with or violate the Organizational Documents of VIALOG or VIALOG Merger Subsidiary, (B) conflict with or violate any Applicable Law, or (C) to counsel's knowledge, constitute a default under, or give to others any right of termination, amendment, acceleration, increased payments or cancellation of, or result in the creation of a Lien on any property or assets of VIALOG or VIALOG Merger Subsidiary pursuant to, any Material Agreement to which either is a party or by which either or any property or asset of either is bound or affected, (iv) No consents from or filings with any Governmental Authority (other than filings under the HSR Act, if applicable, and filings of certificates of merger) are required for the execution and delivery of the Agreement by VIALOG and VIALOG Merger Subsidiary and the performance of the Agreement and all Collateral Documents executed or required to be executed pursuant thereto or to consummate the Merger and the consummation of the Merger by them, and (v) The required filings with the Delaware Secretary of State shall have been made, and a Certificate of Merger shall have been issued by the Delaware Secretary of State for the Merger. (b) Each of VIALOG and VIALOG Merger Subsidiary shall have complied in all material respects with its agreements contained in this Agreement, and the certificates to be furnished to the Company pursuant to this Section shall be true, correct and complete. All Collateral Documents shall be reasonably satisfactory in form, scope and substance to the Company and its counsel, and the Company and its counsel shall have received all information and copies of all documents, including records of corporate proceedings, which they may reasonably request in connection therewith, such documents where appropriate to be certified by proper corporate officers, (c) The representations, warranties, covenants and agreements of each of VIALOG and VIALOG Merger Subsidiary contained in this Agreement or otherwise made in writing by it or on its behalf pursuant to this Agreement or otherwise made in connection with the Merger and the Transactions shall be true and correct in all material respects at and as of the Financing Closing Date with the same force and effect as though made on and as of such date except those which speak as of a certain date which shall continue to be true and correct in all material respects as of such date and on the Financing Closing Date; each and all of the agreements and conditions to be performed or satisfied by each of VIALOG and VIALOG Merger Subsidiary under this Agreement at or prior to the Financing Closing Date shall have been duly performed or satisfied in all material respects; and each of VIALOG and VIALOG Merger Subsidiary shall have furnished the Company with such certificates and other documents evidencing the truth of such representations, unless warranties, covenants and agreements and the applicable obligation has a materiality qualifier performance of such agreements or conditions as the Company shall have reasonably requested, (d) If executed and delivered to VIALOG by the Merger Closing, the employment agreements contemplated by Section 7.2(s) and for those persons listed on Schedule 7.2(t) (or Section 7.2(t) of the Disclosure Schedule, as the case may be) shall have been executed by the Surviving Corporation and delivered by VIALOG to the indicated person, (e) The filing and waiting period requirements (if applicable) under the HSR Act relating to the consummation of the Merger and the Participating Mergers shall have been complied with, (f) VIALOG shall have obtained the insurance set forth in which case it Section 6.7(c), (g) No Legal Action or other Claim shall be duly performed pending or threatened at any time prior to or on the Financing Closing Date before or by any Authority or by any other Person seeking to restrain or prohibit, or damages or other relief in all respects. (b) All of connection with, the representations execution and warranties of the Parent Parties contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date delivery of this Agreement and (ii) be true and correct as or the consummation of the Closing Date (other than in each case except for representation Merger and warranties that speak as of a specific date, in the Transactions or which case such representations and warranties need only to be true and correct as of such), might in the case reasonable judgment of (i) the Company have any Adverse Effect on VIALOG and (ii)its Subsidiaries or the Company and its Subsidiaries taken as a whole or, other than assuming consummation of the Merger and the Participating Agreements, VIALOG and its Subsidiaries taken as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.whole, and (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (dh) The Company shall have received a certificate signed by an authorized officer of each of letter from the Parent Parties certifying Accountants to the satisfaction of effect that the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act Merger and the Exchange Act applicable Transactions qualify as a cash forward merger pursuant to the Parent PartiesCode for federal income tax purposes. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further additional conditions, unless any such condition is waived, in writing, by the Company: (a) The Parent Parties this Agreement and the Merger shall have duly performed been approved and adopted by (i) the respective boards of directors of Darwin and Merger Sub and (ii) Darwin, the sole stockholder of Merger Sub in accordance with the DGCL; (b) Darwin and Merger Sub shall have obtained all of their obligations hereunder the waivers, Permits, Consents, approvals or other authorizations, and effected all of the registrations, filings and notices (including, but not limited to any filings that are required pursuant to applicable federal and state securities laws), except for any which if not obtained or effected would not have a Material Adverse Effect on Darwin and Merger Sub or on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) each of Darwin and Merger Sub shall have performed or complied with in all material respects its agreements and covenants required to be performed by them at or complied with under this Agreement as of or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.Effective Time; (bd) All of the representations and warranties of the Parent Parties contained Darwin and Merger Sub set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) Article 4 shall be true and correct as of the Closing Date (other than in each case Date, except for representation representations and warranties that speak made as of a specific specified date, in which case such representations and warranties need only to shall be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.such date; (ce) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company shall have received from the Secretary of Darwin a certificate signed by an authorized officer (i) certifying the Articles of each Incorporation of Darwin, as amended; (ii) certifying the Bylaws of Darwin; (iii) certifying the resolutions of the Parent Parties certifying Board of Directors of Darwin, and (iii) attesting to the satisfaction incumbency of the conditions set forth in clauses (a) through (c) officers of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties.Darwin; (f) Each the Company shall have received from the Secretary of Merger Sub a certificate (i) certifying the Articles of Incorporation of Merger Sub, (ii) certifying the Bylaws of Merger Sub, (iii) certifying the resolutions of the Parent Parties shall have executed Board of Directors and delivered the sole stockholder of Merger Sub, and (iv) attesting to the Company each Additional Agreement to which it is a party.incumbency of the officers of Merger Sub; (g) The directors designated by the Company shall have been appointed or elected received from the President of Darwin a certificate certifying (i) Darwin has satisfied and complied with all of its obligations under this Agreement which are required to consummate the board of directors of Parent, effective at the Effective Time. Merger; and (hii) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing all of the Domesticated Parent Common Shares Darwin’s representations and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, warranties set forth in this Agreement are true and accurate as of the Closing Date, Parent ; (h) the Company shall not have received any written notice from the Stock Exchange that it President of Merger Sub a certificate certifying (i) Merger Sub has failed, or would reasonably be expected satisfied and complied with all of its obligations under this Agreement which are required to fail to meet such Stock Exchangeconsummate the Merger; and (ii) all of the Merger Sub’s continued listing requirements representations and warranties set forth in this Agreement are true and accurate as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied.Date; (i) The Domestication Darwin shall have been completed as provided delivered all other documents required to be delivered to the Company on or before the Closing Date; and (j) all actions to be taken by the Darwin and the Merger Sub in ARTICLE II and a time-stamped copy connection with the consummation of the Certificate of Domestication issued by transactions contemplated hereby, and all certificates, instruments and other documents required to effect the Secretary of State of the State of Delaware transactions contemplated hereby shall be reasonably satisfactory in relation thereto shall have been delivered form and substance to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is transactions contemplated by this Agreement shall be subject to the satisfaction, fulfillment or the waiver at the Company’s discretionwaiver, at or prior to the Closing, of all each of the following further conditions: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent Parties Acquiror and Sub contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) Agreement shall be true and correct at in all respects (in the case of any representation or warranty qualified by materiality or Acquiror Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Acquiror Material Adverse Effect) on and as of the date of this Agreement and on and as of the Closing Date with the same effect as though made at and as of such date (iiexcept those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) Acquiror and Sub shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date. (c) No Action shall have been commenced against Acquiror, Sub or the Company, which would prevent the Closing. (d) From the date of this Agreement, there shall not have occurred any Acquiror Material Adverse Effect that is continuing, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in an Acquiror Material Adverse Effect. (e) Acquiror shall have delivered each of the closing deliverables set forth in Section 3.3(d). (f) The Pro Forma Capitalization Table attached hereto as Exhibit E shall be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as after giving effect to the issuance by Acquiror of a specific date, in which case such representations and warranties need only to be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse EffectPer Common Share Merger Consideration. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (dg) The Company shall have received a certificate signed by an authorized officer written opinion, dated the Closing Date, from its counsel, Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of each facts, representations and assumptions set forth or referred to in such opinion, the Merger will constitute a reorganization within the meaning of Section 368(a) of the Parent Parties certifying the satisfaction Code. In rendering such opinion, such counsel may require and shall be entitled to rely upon representations of the conditions set forth in clauses (a) through (c) officers of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act Acquiror and the Exchange Act applicable Company reasonably satisfactory in form and substance to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Timesuch counsel. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants board of directors of Acquiror shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release comprised of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company Board Nominees and certain other parties theretoAcquiror Board Nominees. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, satisfaction (or the waiver at by the Company’s discretion, of all ) of the following further additional conditions: (a) The the Parent Parties shall have duly performed obtained (and shall have provided copies thereof to the Company and its Subsidiaries) all of their obligations hereunder the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Parent, except for any the failure of which to be performed obtain or effect would not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.this Agreement; (b) All of the representations and warranties of the Parent Parties contained set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) Agreement shall be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak Effective Time as though made as of a specific datethe Effective Time, in which case except to the extent that the inaccuracy of any such representations representation or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and warranties need only to be true and correct as of such)any such inaccuracies, individually or in the case of (i) and (ii)aggregate, other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Parent Material Adverse Effect for purposes of this Section 5.3(b)); (c) Since each of the date Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk.or prior to the Effective Time; (d) The no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Parent Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have filed the Certificate of Designation with the Nevada Secretary of State (the “Preferred Certificate”) properly designating the Parent Series A Preferred Stock (the “Parent Preferred Stock”). A copy of the proposed Preferred Certificate has been attached hereto as Exhibit A; (f) all existing Parent shareholders holding greater than 1% of the issued and outstanding shares of the post Merger Parent prior to Closing shall have executed the Lock Up and Leak Out Agreement; (g) on the Closing Date Parent shall be current with respect to the filing of all SEC reports that are required to be filed with the Securities and Exchange Commission; (h) the Merger, the issuance of the Merger Shares and any other transactions contemplated under this Agreement relating thereto, shall not require the approval of Parent’s stockholders; (i) the Company shall have received from the Secretary of Parent a certificate signed by an authorized officer of each of the Parent Parties (i) certifying the satisfaction articles of incorporation of Parent, (ii) certifying the conditions set forth in clauses bylaws of Parent, and (aiii) through (c) certifying the resolutions of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of ParentParent authorizing the Merger and the transactions contemplated herein; (j) the Company shall have received from the Secretary of Acquisition Subsidiary a certificate (i) certifying the articles of incorporation of Acquisition Subsidiary, effective at (ii) certifying the bylaws of Acquisition Subsidiary, and (iii) certifying the resolutions of the board of directors and the sole stockholder of Acquisition Subsidiary authorizing the Merger and the transactions contemplated under this Agreement; and (k) the Parent shall file the Articles of Merger as soon as possible following the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, satisfaction (or the waiver at by the Company’s discretion, of all ) of the following further additional conditions: (a) The the Parent Parties shall have duly performed obtained (and shall have provided copies thereof to the Company) the written consents of (i) all of their obligations hereunder required to be performed by them at or prior the members of its Board of Directors of Parent, (ii) the requisite stockholders of Parent, (iii) all of the members of the Board of Directors of Acquisition Subsidiary, and (iv) the sole stockholder of Acquisition Subsidiary, in each case to the Closing Date execution, delivery and performance by each such entity of this Agreement and/or the other Transaction Documentation to which each such entity is a party, in all material respects, unless form and substance reasonably satisfactory to the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.Company; (b) All the Parent shall have obtained (and shall have provided copies thereof to the Company) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices set forth on Schedule 5.3(b), except for waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Parent Parties contained set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating Agreement (when read without regard to any qualification as to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (iEffect contained therein) shall be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date Effective Time as though made as of the Effective Time (other than in each case except for provided, however, that to the extent such representation and warranties that speak as of a specific warranty expressly relates to an earlier date, in which case such representations representation and warranties need only to warranty shall be true and correct as of suchsuch earlier date), except for any untrue or incorrect representations and warranties that, individually or in the case of (i) and (ii)aggregate, other than as would do not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.; (cd) Since each of the date Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of this Agreementor prior to the Effective Time, no except for such non-performance or non-compliance as does not have a Parent Material Adverse Effect has occurred that is continuing, regardless or a material adverse effect on the ability of whether it involved a known risk.the Parties to consummate the transactions contemplated by this Agreement; (de) The Company no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) the Board of Directors of the Parent and the stockholders of the Parent shall each have adopted the 2020 Plan (such stockholder approval subject to effectiveness in accordance with Regulation 14C of the Exchange Act, if applicable), and the Board of Directors of the Parent shall have received approved the assumption of the Company’s 2013 Equity Incentive Plan and the Company Options and Company SARs; (g) the Parent shall have delivered to the Company a certificate signed executed by an authorized officer the Chief Executive Officer or President of the Parent (the “Parent Certificate”) to the effect that each of the Parent Parties certifying the satisfaction conditions specified in clause (b) of the conditions set forth in Section 5.1 and clauses (a) through (ce) (insofar as clause (e) relates to Legal Proceedings involving the Parent or the Acquisition Subsidiary) of this Section 8.3.5.3 has been satisfied in all respects; (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (fh) Each of the Parent Parties and Acquisition Subsidiary shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated certificate, validly executed by the Company shall have been appointed or elected Secretary of the Parent and the Secretary of the Acquisition Subsidiary, as applicable, certifying as to (i) true, correct and complete copies of its certificate of incorporation and bylaws; (ii) the valid adoption of resolutions of the board of directors and stockholders of Parentthe Parent or Acquisition Subsidiary, effective at the Effective Time. as applicable (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Timewhereby this Agreement, the listing application for Merger and the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been transactions contemplated hereunder were unanimously approved by the applicable Stock Exchangeboard of directors and, and as if requested, the requisite vote of the Closing Date, stockholders of Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. Acquisition Subsidiary, as applicable); (iiii) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by good standing certificate from the Secretary of State of the State of Delaware dated within five (5) Business Days prior to the Closing Date; (iv) incumbency of the officers of the Parent or the Acquisition Subsidiary, as applicable, executing this Agreement or any other agreement contemplated by this Agreement; and (v) a true, correct and complete list of all stockholders of Parent as of immediately prior to the Effective Time and the shares of Parent Common Stock held by each such stockholder that are then-outstanding, which shares shall equal, in relation thereto the aggregate, 2,166,667 shares of Parent Common Stock; (i) the Forfeiture Letters executed by certain stockholders of the Parent concurrently with this Agreement shall be in full force and effect and shall not have been delivered to revoked, rescinded or otherwise repudiated by such stockholders of the Company.Parent; (j) The Investment Management Trust Agreement the Parent shall have delivered to the Company (i) evidence that the Parent’s Board of Directors is, as of the Effective Time, authorized to consist of six individuals, (ii) evidence of the resignations of all individuals who served as directors and/or officers of the Parent as of immediately prior to the Effective Time, which resignations shall be effective as of the Effective Time, (iii) evidence of the appointment of the following six persons to serve as directors immediately following the Effective Time: Xxx Xxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxx xxx Xxxxx Platerink, Xxxxxxxx Xxxxxx and Xxxxxx Xxxxx, Ph.D. , and (iv) evidence of the appointment of such executive officers of the Parent to serve immediately following the Effective Time as shall have been amended solely to designated by the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach ofCompany, or other conflict withincluding Xxxxxxxx Xxxxxxxx: President, the Investment Management Trust Agreement as so amended.Chief Executive Officer, Secretary & Director; Xxx Xxxxxx: Chief Strategy Officer and Director; Xxxxxx Xxxxxx: Chief Operating Officer; Xxxxxxxx Xxxxxxx: Chief Revenue Officer and Xxxx Xxxxxxxxx: Chief Financial Officer; (k) Scilex Holding Company the Auditor Letter shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Notebeen furnished to the Parent and the Parent shall have delivered a copy of such Auditor Letter to the Company, dated September 21, 2023 (and the “Oramed Note”), or (ii) obtained Parent Auditor shall have consented to the full release filing of the Company as a guarantor of Auditor Letter in the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto.Super 8-K; (l) The Domesticated the Parent Certificate shall be in compliance in all material respects with all requirements of Designations applicable securities laws, including, without limitation, the filing of reports required by the Exchange Act, and shall have been filed with, and accepted by, taken all actions with respect thereto as shall be required or reasonably requested by the Secretary of State of the State of Delaware.Company in connection therewith; (m) The the Parent shall have delivered to the Company a payoff letter executed by the individual listed on Schedule 5.3(m) (the “Debt Holder”) in a form reasonably acceptable to the Company and the Debt Holder (the “Payoff Letter”) setting forth (x) the amount required to pay off the indebtedness owing to the Debt Holder, (y) upon payment of such amount, the termination of the contract with respect to such indebtedness and release of the Parent therefrom, and (z) Debt Holder’s commitment to release all liens that the Debt Holder may hold on the Parent prior to the Closing Date or an authorization for the Parent to do so; and (n) the Parent shall have delivered the Pre-Signing Certificate of Merger shall have become effective in accordance with its terms Indemnity Agreements to the Company, duly executed by the Parent and the DGCLParent Indemnified Executives.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction, satisfaction (or the waiver at by the Company’s discretion, of all ) of the following further conditions: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent Parties contained MergerCo set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) Article 4 shall be true and correct at and as of the date Closing Date as if made as of the Closing Date, except for (i) changes contemplated or permitted by this Agreement and Agreement, (ii) those representations and warranties that address matters only as of a particular date (which shall be true and correct as of such date) and (iii) where the Closing Date (other than in each case except for representation and warranties that speak as failure of a specific date, in which case such the representations and warranties need only to be true and correct as of such), in the case of (i) and (ii), other than as would could not in the aggregate reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on the assets, business, financial condition or results of operations of MergerCo or on the ability of the parties to consummate the transactions contemplated by this Agreement; (b) MergerCo shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with by it under this Agreement as of or prior to the Closing, except where the failure to so perform or comply could not reasonably be expected to have a material adverse effect on the assets, business, financial condition or results of operations of MergerCo or on the ability of the parties to consummate the transactions contemplated by this Agreement.; (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company MergerCo shall have received delivered to the Company a certificate signed by an authorized officer of to the effect that each of the Parent Parties certifying the satisfaction of the conditions set forth specified in clauses (a) through and (cb) of this Section 8.3.7.02 is satisfied in all respects; (ed) From the date hereof until the Closingno action, the Parent Parties suit or proceeding shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated be pending by the Company shall have been appointed or elected to the board of directors of Parentbefore any Governmental Entity wherein an unfavorable judgment, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Timeorder, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchangedecree, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, stipulation or injunction would reasonably be expected to fail (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to meet be rescinded following consummation, and no such Stock Exchange’s continued listing requirements as of immediately following judgment, order, decree, stipulation or injunction shall be in effect; (e) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; and (f) the Company shall have received at or prior to the Closing for any reasonsuch documents, where such notice has not been subsequently withdrawn by instruments or certificates as the Stock Exchange or the underlying failure appropriately remedied or satisfied.Company may reasonably request including, without limitation: (i) The Domestication shall have been completed as provided in ARTICLE II such certificates of MergerCo's officers and a time-stamped copy such other documents evidencing satisfaction of the Certificate conditions specified in this Section 7.02 as the Company shall reasonably request; (ii) a certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered as to the Company.legal existence and good standing of MergerCo in Delaware; and (jiii) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects a certificate of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State MergerCo attesting to the incumbency of MergerCo's officers, the authenticity of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms resolutions authorizing the transactions contemplated by this Agreement, and the DGCLauthenticity and continuing validity of the charter documents and by-laws delivered pursuant to this Agreement.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing is subject to the satisfaction, or the waiver at the Company’s discretion, of all of the following further conditions: (a) The Parent Parties and Acquisition Subsidiary shall have duly performed in all material respects all of their respective obligations hereunder required to be performed by them it at or prior to the Closing Date in all material respectsDate, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (bii) All of the representations and warranties of the Parent Parties and Acquisition Subsidiary contained in ARTICLE V of this Agreement, and in any certificate or other writing delivered by Parent or the Acquisition Subsidiary pursuant hereto, disregarding all qualifications and exceptions expectations contained herein therein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) shall be true and correct in all material respects at and as of the date Closing Date, as if made at and as of this Agreement such date, and (iiiii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific date, in which case such representations and warranties need only to be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company shall have received a certificate signed by an authorized officer of each Parent and the Parent to the foregoing effect. (b) Existing loans made to the Company by family members of the Parent Parties certifying Company Shareholders aggregating approximately $189,000 shall have been purchased by a third party on terms and conditions agreed to by the satisfaction holders of such promissory notes and the conditions set forth in clauses (a) through Company. (c) At or prior to the Closing, Parent shall assume all existing debt of the Company not paid off at the Closing, including without limitation, the promissory notes referenced in Section 8.3(c), and obtain a release from the Company’s bank lenders of the personal guaranty of the Company Shareholders of such loan in a form reasonably approved by the Company Shareholders who guaranteed such loans, or alternatively retire or refinance such bank debt, as the parties reasonably agree; provided however, if the Company Shareholders waive the conditions in this Section 8.38.3(c) regarding the bank debt personal guarantees, the parties shall agree to such other measures required to receive the bank’s consent to the Closing, including actions that will allow the Company Shareholders to maintain certain equity percentage ownership in the debtor company. Such additional agreements are not intended to increase or modify the merger consideration provided to the Company Shareholders in this transaction. (d) Parent shall have entered into an agreement with the holders of the Convertible Debt whereby the holders of such Convertible Debt shall have agreed to convert into no more than 5,000,000 shares of Parent’s common stock the $505,000 principal amount of such Convertible Debt plus accrued and unpaid interest and any other amounts due under such portion of the Convertible Debt that Parent will remain obligated to pay as provided for in the Separation Agreement. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance entered into an agreement with the reporting requirements under holders of the Securities Act and 1,515,000 Warrants which are not assumed by FHS, by which such Warrants shall be convertible at a price of $.50 per share, subject to anti-dilutive price adjustment equal to 80% of the Exchange Act applicable to price paid by the investors for shares of Parent PartiesCommon Stock in the Merger Financing. (f) Each Parent shall have adopted a stock incentive plan and shall have entered into employment, compensation and indemnification agreements with the following shareholders of the Parent Parties shall have executed Company: Xxxx Xxxxxxxx, Xxxx Xxxx and delivered Xxxx Xxxxxxxx on such terms and conditions as determined by such shareholder in their discretion with such agreements including stock option grants and bonuses, to be agreed by the Company each Additional Agreement to which it is a partyparties. (g) The At Closing, the existing officers and directors of Parent shall resign and the following individuals shall be appointed as directors to Parent’s Board of Directors: Xxxx Xxxxxxxx Xxxx Xxxx Xxxx Xxxxxxxx In addition, Parent’s Board of Directors shall consist of five members, three of which shall be designated by the Company Shareholders, one representing the investors in the Merger Financing, and one independent director as defined in the Commission rules and regulations who shall be reasonably approved by the other four directors; provided, however, notwithstanding Section 2.6 and this Section 8.3(g), only three members shall be appointed consisting of the Company Shareholders until the Merger Financing is completed and the Company Shareholders have been appointed removed as personal guarantors of the bank debt, whether at or elected subsequent to the board of directors of Parent, effective at the Effective TimeClosing. (h) The Domesticated Xxxx Xxxxxxxx will receive a severance agreement from Parent Common Shares and Domesticated Parent Warrants the Company which provides for payment of $175,000 payable over 12 months after the Closing, plus current benefits (computer and healthcare) and shall remain listed include indemnification protection for Xx. Xxxxxxxx on Nasdaq through the Effective Timeterms and conditions reasonably agreed on by him. In addition, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time Xxxx Xxxxxxxx shall have been approved by the applicable cancelled 14.25 shares of F3 Common Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfiedhe owns. (i) The Domestication shall Xxxx Xxxxxxxx will have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered agreed to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects sale of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release shares of the Company as a guarantor his Common Stock of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its on such terms and the DGCLconditions as reasonably agreed to by him.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further additional conditions: (a) The the Parent Parties shall have duly performed obtained (and shall have provided copies thereof to the Company) the written consents of (i) all of their obligations hereunder required to be performed by them at or prior the members of its Board of Directors, (ii) all of the members of the Board of Directors of Acquisition Subsidiary, and (iii) the sole stockholder of Acquisition Subsidiary, in each case to the Closing Date execution, delivery and performance by each such entity of this Agreement and/or the other Transaction Documentation to which each such entity a party, in all material respects, unless form and substance reasonably satisfactory to the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.Company; (b) All the Parent shall have obtained (and shall have provided copies thereof to the Company) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Parent or any of its Subsidiaries, except for waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Parent Parties contained set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating Agreement (when read without regard to any qualification as to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (iEffect contained therein) shall be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date Effective Time as though made as of the Effective Time (other than in each case except for provided, however, that to the extent such representation and warranties that speak as of a specific warranty expressly relates to an earlier date, in which case such representations representation and warranties need only to warranty shall be true and correct as of suchsuch earlier date), except for any untrue or incorrect representations and warranties that, individually or in the case of (i) and (ii)aggregate, other than as would do not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cd) Since each of the date Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of this Agreementor prior to the Effective Time, no except for such non-performance or non-compliance as does not have a Parent Material Adverse Effect has occurred that is continuing, regardless or a material adverse effect on the ability of whether it involved a known risk.the Parties to consummate the transactions contemplated by this Agreement; (de) The Company no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) the Board of Directors of the Parent and the stockholders of the Parent shall each have adopted the 2017 Plan, the Parent ESPP and the Board of Directors of the Parent shall have received approved the assumption of the Assumed Plan; (g) the Parent shall have delivered to the Company a certificate signed by an authorized officer of (the “Parent Certificate”) to the effect that each of the Parent Parties certifying conditions specified in clauses (a) and (e) (with respect to the satisfaction Parent’s due diligence of the conditions set forth in Company) of Section 5.1 and clauses (a) through (ce) (insofar as clause (e) relates to Legal Proceedings involving the Parent or the Acquisition Subsidiary) of this Section 8.3.5.3 is satisfied in all respects; (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (fh) Each of the Parent Parties and Acquisition Subsidiary shall have executed and delivered to the Company each Additional Agreement a certificate, validly executed by Secretary of the Parent or the Acquisition Subsidiary, as applicable, certifying as to which it is a party. (gi) The directors designated by true, correct and complete copies of its certificate of incorporation and bylaws; (ii) the Company shall have been appointed or elected to valid adoption of resolutions of the board of directors and stockholders of Parentthe Parent or Acquisition Subsidiary, effective at the Effective Time. as applicable (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Timewhereby this Agreement, the listing application for Merger and the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been transactions contemplated hereunder were unanimously approved by the applicable Stock Exchangeboard of directors and, and as if requested, the requisite vote of the Closing Date, stockholders of Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. Acquisition Subsidiary, as applicable); (iiii) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by good standing certificate from the Secretary of State of the State of Delaware in relation thereto dated within five (5) Business Days prior to the Closing Date; (iv) incumbency and signatures of the officers of the Parent or the Acquisition Subsidiary, as applicable, executing this Agreement or any other agreement contemplated by this Agreement; and (v) the list of Parent stockholders as of immediately prior to the Effective Time, who hold all 5,000,000 shares of Parent Common Stock then issued and outstanding; (i) the Company shall have been delivered received an official stockholder list from Parent’s transfer agent and registrar showing that as of immediately prior to the Company.Effective Time there are 5,000,000 shares of Parent Common Stock issued and outstanding; and (j) The Investment Management Trust Agreement the Parent shall have delivered to the Company (i) evidence that the Parent’s Board of Directors is authorized to consist of eight (8) individuals, (ii) evidence of the resignations of all individuals who served as directors and/or officers of the Parent immediately prior to the Effective Time, which resignations shall be effective as of the Effective Time, (iii) evidence of the appointment of the following eight (8) persons to serve as directors immediately following the Effective Time: Xxxxxx X. Xxxxxx, as Chairman, Xxxxxx X. Xxxxxxx, Xxxx X. Xxxxxx, Xxxxxx Xxxxx, Xxxxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxx Xxxxxxx, and Xxxx Xxxxx, and (iv) evidence of the appointment of such executive officers of the Parent to serve immediately following the Effective Time as shall have been amended solely to designated by the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach ofCompany, or other conflict with, the Investment Management Trust Agreement including Xxxxxx X. Xxxxxxx as so amended.Chief Executive Officer and Xxxxx Xxxxxx as Interim Chief Financial Officer; (k) Scilex Holding Company the Stock Purchase Agreement in the form attached hereto as Exhibit F shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 been duly executed and delivered by the parties thereto (the “Oramed NoteStock Purchase Agreement”), or (ii) obtained and shall take effect immediately following the full release Effective Time and the Conversion, and prior to the first closing of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto.Private Placement Offering; (l) The Domesticated Parent Certificate of Designations the Auditor Letter shall have been filed withfurnished to the Parent and the Parent shall have delivered a copy of such Auditor Letter to the Company, and accepted by, the Secretary of State Parent Auditor shall have consented to the filing of the State of Delaware.Auditor Letter in the Super 8-K; and (m) The Pre-Signing Certificate the Parent shall be in compliance in all material respects with all requirements of Merger applicable securities laws, including, without limitation, the filing of reports required by the Exchange Act, and shall have become effective taken all actions with respect thereto as shall be required or reasonably requested by the Company in accordance with its terms and the DGCLconnection therewith.

Conditions to Obligations of the Company. The obligations of the Company and the Members to consummate carry out the Closing is subject transactions contemplated by this Agreement are subject, at the option of the Company, to the satisfaction, satisfaction or the waiver at the Company’s discretion, of all of the following further conditions: (a) The Parent Parties shall have duly performed all As of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respectsDate, unless no suit, action or other proceeding (excluding any such matter initiated by or on behalf of the applicable obligation has a materiality qualifier in which case it Company or any of the Existing Members) shall be duly performed in all respectspending or threatened before any Governmental Authority seeking to restrain the Company or prohibit the Closing or seeking Damages against the Existing Members as a result of the consummation of this Agreement. (b) All The Buyer shall have made the payments of the representations and warranties of the Parent Parties contained Cash Consideration in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific date, in which case such representations and warranties need only to be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effectaccordance with Section 2.2 hereof. (c) Since The Buyer shall have issued and delivered the date New Convertible Notes to the holders of the Senior Convertible Debt in accordance with Sections 2.2(c) of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Buyer shall have issued the Buyer Shares to Venture Six, LLC and Wxxxxx Xxxxx in satisfaction of the Promissory Notes in accordance with Section 2.2(d) of this Agreement. (e) The Buyer shall have executed and delivered to the Company its executed signature page to the New Company LLC Agreement. (f) The Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction Secretary of the conditions set forth in clauses Buyer certifying (ai) through the articles of incorporation and by-laws of the Buyer, (cii) the resolutions of the Board of Directors of the Buyer approving this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act Agreement and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement Ancillary Agreements to which it is a party, (iii) the written consent of the stockholders of the Buyer approving this Agreement and the Ancillary Agreements to which it is a party (including the approval of the issuance of any Buyer Shares issuable pursuant to this Agreement or any of the Ancillary Agreements). (g) The directors designated by the Company Buyer shall have been appointed or elected executed and delivered its executed signature page to the board of directors of Parent, effective at the Effective TimeRegistration Rights Agreement. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants Buyer shall remain listed on have filed with The Nasdaq through the Effective Time, the Capital Market an additional shares listing application for the listing covering all of the Domesticated Parent Common Buyer Shares issued or issuable under this Agreement and Domesticated Parent Warrants following the Effective Time Ancillary Agreements, and shall have been approved by the applicable Stock Exchange, and as of received no objections from The Nasdaq Capital Market with respect to such listing application that are not resolved prior to the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication Buyer shall have been completed as provided in ARTICLE II and a time-stamped copy delivered the Information Statement pursuant to Section 14(c) of the Certificate of Domestication issued by Exchange Act to the Secretary of State stockholders of the State Buyer notifying them of Delaware in relation thereto the approval, by written consent, of the stockholders of the Buyer to the issuance of the Buyer Shares issuable pursuant to this Agreement and the Ancillary Agreements and twenty (20) days shall have been delivered elapsed since the Information Statement was sent or given to the Companystockholders of Buyer. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is Transactions shall be subject to the satisfactionfulfillment, at or prior to the waiver at the Company’s discretionClosing, of all each of the following further conditions, any of which may be waived in writing by the Company in its sole discretion: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent Parties and Sub contained in ARTICLE V of this AgreementAgreement or any Ancillary Agreement or any schedule, disregarding certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby shall be true and correct in all qualifications material respects (other than representations and exceptions contained herein relating warranties that are qualified as to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) which representations and warranties shall be true and correct at in all respects after giving effect to such qualifications) both when made and as of the date Closing Date, or in the case of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case except for representation representations and warranties that speak are made as of a specific specified date, in which case such representations and warranties need only to shall be true and correct correct, to the extent set forth above, as of suchsuch specified date. (b) Parent and Sub shall have performed in all material respects all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them prior to or at the Closing. (c) The Company shall have received from each of Parent and Sub a certificate, without personal liability, to the effect set forth in Section 8.2(a) and Section 8.2(b), signed by a duly authorized officer of each of Parent and Sub. (d) There shall not have occurred any change, event or development or prospective change, event or development that, individually or in the case of (i) and (ii)aggregate, other than as would not in the aggregate has had or is reasonably be expected likely to have a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (de) The Company shall have received a certificate signed by an authorized officer executed counterpart of each of the Ancillary Agreements, signed by Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closingand/or Sub, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Partiesas applicable. (f) Each The Company shall have received evidence confirming that Parent has filed a NYSE supplemental listing application relating to the approval for listing without restriction of the shares of Parent Parties shall have executed Common Stock issuable under this Agreement and delivered to the Company each Additional Agreement to Plan of Arrangement, such application of which it is a partyhas been signed by Parent and the NYSE. (g) The directors designated by the and officers of each Company Group Member shall have been appointed received a customary general release of claims from the applicable Company Group Member against the applicable director or elected to the board of directors of Parent, effective at the Effective Timeofficer. (h) The Domesticated Company shall have received from Parent Common Shares and Domesticated Sub a certificate, in form and substance reasonably satisfactory to the Securityholder Representative, certifying, in such officer’s capacity as an officer of Parent Warrants shall remain listed on Nasdaq through or Sub, as applicable, and not in his or her personal capacity that: (i) attached thereto is a true, correct and complete copy of: (A) the Effective Time, articles and by-laws of Sub; (B) the listing application for the listing resolution of the Domesticated board of directors of Parent Common Shares or Sub, as applicable, approving the Arrangement Agreement and Domesticated the transactions contemplated thereby; (C) a certificate of status or certificate of good standing, as applicable, of Parent Warrants following or Sub, as applicable, from its jurisdiction of organization; (ii) the Effective Time shall have been approved by the applicable Stock Exchange, resolutions referenced in subsection (i)(B) are in full force and effect as of the Closing Date, Parent shall not have received any written notice from ; and (iii) nothing has occurred since the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy date of the Certificate of Domestication issued by the Secretary of State issuance of the State certificate of Delaware status referenced in relation thereto shall have been delivered to subsection (i)(C) that would adversely affect the Companyexistence of Parent or Sub, as applicable. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment, at or prior to the waiver at the Company’s discretionClosing, of all each of the following further conditions, any of which may be waived in writing by the Company in its sole discretion: (a) The Parent Parties representations and warranties of Acquiror and Sub contained in this Agreement or any Ancillary Agreement or any certificate delivered pursuant hereto shall be true and correct in all material respects both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all material respects as of such specified date; provided, however, that representations and warranties qualified by an Acquiror Material Adverse Effect or other materiality qualifiers must instead be true and correct in all respects. Acquiror and Sub shall have duly performed all of their obligations hereunder and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them at or prior to or at the Closing Date Closing, in all material respects. The Company shall have received from each of Acquiror and Sub a certificate to the effect set forth in the preceding sentences, unless the applicable obligation has signed by a materiality qualifier in which case it shall be duly performed in all respectsauthorized officer of each of Acquiror and Sub. (b) All of the representations and warranties of the Parent Parties contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific date, in which case such representations and warranties need only to be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company shall have received a certificate signed by an authorized officer of each of the Parent Parties Secretary or an Assistant Secretary of Acquiror certifying as to the satisfaction full force and effect of resolutions of its board of directors (or a committee thereof) attached thereto as exhibits evidencing the conditions set forth in clauses (a) through authorization of Acquiror to consummate the transactions contemplated by this Agreement. (c) The Company shall have received a certificate of the Secretary or an Assistant Secretary of Sub certifying as to the full force and effect of resolutions of its board of directors and sole stockholder attached thereto as exhibits evidencing the authorization of Sub to consummate the transactions contemplated by this Section 8.3Agreement. (d) There shall have been no event, change, circumstance, effect, development or state of facts that would individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. The Company shall have received a certificate signed on behalf of Acquiror, by a duly authorized officer thereof, to such effect. (e) From the date hereof until the Closing, the Parent Parties The Stockholder Representative shall have been in material compliance with received an executed counterpart of the reporting requirements under Escrow Agreement, signed by each party other than the Securities Act and the Exchange Act applicable to the Parent PartiesStockholder Representative. (f) Each of the Parent Parties The Company shall have executed received the Israeli Options Tax Ruling and delivered to the Company each Additional Agreement to which it is a partyEscrow Tax Ruling. (g) The directors designated by the Company shall have been appointed or elected received the Israeli Withholding Pre-Tax Ruling, provided that, if the Israeli Withholding Pre-Tax Rule is not obtained prior to the board of directors of ParentMay 15, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants 2006, such condition shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchangecease to be a condition to Closing, and as of the Closing Date, Parent on and thereafter Exhibit D shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfiedapplicable. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Closing Merger is further subject to the satisfaction, satisfaction or the waiver at the Company’s discretion, of all of the following further conditions: (a) (i) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent Parties contained and Merger Sub set forth herein (other than the representations and warranties set forth in ARTICLE V the first two sentences and the final sentence of this Agreement, disregarding all qualifications Section 3.2 (the “Parent Capitalization Representations”) and exceptions contained herein relating to materiality or Parent the representation and warranty set forth in Section 3.11 (absence of Material Adverse Effect, regardless of whether it involved a known risk, shall: (i)) be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date (other than in each case except for representation date hereof and warranties that speak as of a the Effective Time, with the same effect as if made at and as of such time (except to the extent that any such representation or warranty is expressly made as of an earlier specific date, in which case as of such date), except where the failure of such representations and warranties need only to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Parent (ii) the Parent Capitalization Representations shall be true and correct in all material respects as of such), in the case of (i) dates set forth therein; and (ii), other than as would not iii) the representation and warranty set forth in Section 3.11 shall be true and correct in all respects. The Company shall have received a certificate signed on behalf of the aggregate reasonably Parent by an authorized signatory of the Parent to such effect. (b) The Parent and Merger Sub shall have performed in all material respects all obligations required to be expected performed by them under this Agreement at or prior to the Closing Date. The Company shall have received a certificate signed on behalf of the Parent Material Adverse Effectby an authorized signatory of the Parent to such effect. (c) Since the date of this Agreement, there shall have been no Parent Material Adverse Effect has occurred Change in the Parent on or before the Closing Date that is continuingshall not have been cured by the Closing Date, regardless of whether it involved a known risk. (d) The and the Company shall have received a certificate signed on behalf of the Parent by an authorized officer of each signatory of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3to such effect. (ed) From the date hereof until the Closing, the Parent Parties shall have been in material compliance The 104H Ruling with the reporting requirements under the Securities Act and the Exchange Act applicable respect to the Parent Parties. (f) Each shareholdings of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by Voting Undertaking Shareholders in the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice obtained from the Stock Exchange that it has failedITA, or would reasonably provided, however, this condition shall be expected deemed to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. be satisfied if: (i) The Domestication shall have been completed as provided in ARTICLE II and the Eitan Group Shareholders do not apply for a time-stamped copy 104H Ruling within 15 days of execution of this Agreement or do not diligently pursue the obtaining of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or 104H Ruling from ITA; (ii) obtained a 104H Ruling has been offered by the full release ITA on terms and subject to conditions which are customary and standard under the circumstances; or (iii) a 104H Ruling is not available on customary terms as a result of the Company as a guarantor particular tax circumstances of one or more of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties theretoEitan Group Shareholders. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, satisfaction (or the waiver at by the Company’s discretion, of all ) of the following further additional conditions: (a) The the Parent Parties shall have duly performed obtained (and shall have provided copies thereof to the Company) the written consents of (i) all of their obligations hereunder required to be performed by them at or prior the members of its Board of Directors of Parent, (ii) the requisite stockholders of Parent, (iii) all of the members of the Board of Directors of Acquisition Subsidiary, and (iv) the sole stockholder of Acquisition Subsidiary, in each case to the Closing Date execution, delivery and performance by each such entity of this Agreement and/or the other Transaction Documentation to which each such entity is a party, in all material respects, unless form and substance reasonably satisfactory to the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.Company; (b) All the Parent shall have obtained (and shall have provided copies thereof to the Company) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices set forth on Schedule 5.3(b), except for waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Parent Parties contained set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating Agreement (when read without regard to any qualification as to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (iEffect contained therein) shall be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date Effective Time as though made as of the Effective Time (other than in each case except for provided, however, that to the extent such representation and warranties that speak as of a specific warranty expressly relates to an earlier date, in which case such representations representation and warranties need only to warranty shall be true and correct as of suchsuch earlier date), except for any untrue or incorrect representations and warranties that, individually or in the case of (i) and (ii)aggregate, other than as would do not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.; (cd) Since each of the date Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of this Agreementor prior to the Effective Time, no except for such non-performance or non-compliance as does not have a Parent Material Adverse Effect has occurred that is continuing, regardless or a material adverse effect on the ability of whether it involved a known risk.the Parties to consummate the transactions contemplated by this Agreement; (de) The Company no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) the Board of Directors of the Parent and the stockholders of the Parent shall each have adopted the 2021 Plan (such stockholder approval subject to effectiveness in accordance with Regulation 14C of the Exchange Act, if applicable), and the Board of Directors of the Parent shall have received approved the assumption of the Company’s 2021 Equity Incentive Plan and the Company Options; (g) the Parent shall have delivered to the Company a certificate signed executed by an authorized officer the Chief Executive Officer or President of the Parent (the “Parent Certificate”) to the effect that each of the Parent Parties certifying the satisfaction conditions specified in clause (b) of the conditions set forth in Section 5.1 and clauses (a) through (ce) (insofar as clause (e) relates to Legal Proceedings involving the Parent or the Acquisition Subsidiary) of this Section 8.3.5.3 has been satisfied in all respects; (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (fh) Each of the Parent Parties and Acquisition Subsidiary shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated certificate, validly executed by the Company shall have been appointed or elected Secretary of the Parent and the Secretary of the Acquisition Subsidiary, as applicable, certifying as to (i) true, correct and complete copies of its certificate of incorporation and bylaws; (ii) the valid adoption of resolutions of the board of directors and stockholders of Parentthe Parent or Acquisition Subsidiary, effective at the Effective Time. as applicable (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Timewhereby this Agreement, the listing application for Merger and the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been transactions contemplated hereunder were unanimously approved by the applicable Stock Exchangeboard of directors and, and as if requested, the requisite vote of the Closing Date, stockholders of Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. Acquisition Subsidiary, as applicable); (iiii) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by good standing certificate from the Secretary of State of the State of Delaware dated within five (5) Business Days prior to the Closing Date; (iv) incumbency of the officers of the Parent or the Acquisition Subsidiary, as applicable, executing this Agreement or any other agreement contemplated by this Agreement; and (v) a true, correct and complete list of all stockholders of Parent as of immediately prior to the Effective Time and the shares of Parent Common Stock held by each such stockholder that are then-outstanding, which shares shall equal, in relation thereto the aggregate, 2,166,667 shares of Parent Common Stock; (i) the Share Cancellation Agreements executed by certain stockholders of the Parent concurrently with this Agreement shall be in full force and effect and shall not have been delivered to revoked, rescinded or otherwise repudiated by such stockholders of the Company.Parent; (j) The Investment Management Trust Agreement the Parent shall have delivered to the Company (i) evidence that the Parent’s Board of Directors is, as of the Effective Time, authorized to consist of five (5) individuals, (ii) evidence of the resignations of all individuals who served as directors and/or officers of the Parent as of immediately prior to the Effective Time, which resignations shall be effective as of the Effective Time, (iii) evidence of the appointment of the following three persons to serve as directors immediately following the Effective Time: Xxxxxxxx Xxxxxxx, Xxx XxXxxxxx, and Xxxxxx XxxXxxxx, and (iv) evidence of the appointment of such executive officers of the Parent to serve immediately following the Effective Time as shall have been amended solely to designated by the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach ofCompany, or other conflict withincluding Xxxxxxxx Xxxxxxx: President, the Investment Management Trust Agreement as so amended.Chief Executive Officer, Secretary & Director; Xxx XxXxxxxx: Chief Operating Officers and Chief Financial Officer; (k) Scilex Holding Company the Auditor Letter shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Notebeen furnished to the Parent and the Parent shall have delivered a copy of such Auditor Letter to the Company, dated September 21, 2023 (and the “Oramed Note”), or (ii) obtained Parent Auditor shall have consented to the full release filing of the Company as a guarantor of Auditor Letter in the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto.Super 8-K; (l) The Domesticated the Parent Certificate shall be in compliance in all material respects with all requirements of Designations applicable securities laws, including, without limitation, the filing of reports required by the Exchange Act, and shall have been filed with, and accepted by, taken all actions with respect thereto as shall be required or reasonably requested by the Secretary of State of the State of Delaware.Company in connection therewith; (m) The the Parent shall have delivered to the Company a payoff letter executed by the individual listed on Schedule 5.3(m) (the “Debt Holder”) in a form reasonably acceptable to the Company and the Debt Holder (the “Payoff Letter”) setting forth (x) the amount required to pay off the indebtedness owing to the Debt Holder, (y) upon payment of such amount, the termination of the contract with respect to such indebtedness and release of the Parent therefrom, and (z) Debt Holder’s commitment to release all liens that the Debt Holder may hold on the Parent prior to the Closing Date or an authorization for the Parent to do so; and (n) the Parent shall have delivered the Pre-Signing Certificate of Merger shall have become effective in accordance with its terms Indemnity Agreements to the Company, duly executed by the Parent and the DGCLParent Indemnified Executives.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is subject to the satisfaction, or the waiver at the Company’s discretion, of all of the following further conditions: (a) The Parent Purchaser Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent Purchaser Parties contained in ARTICLE Article V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Purchaser Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific datedate prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of suchsuch earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Purchaser Material Adverse Effect. (c) Since the date of this AgreementThere shall have been no event, no Parent change or occurrence which individually or together with any other event, change or occurrence, would reasonably be expected to have a Purchaser Material Adverse Effect has occurred that is continuingon the Purchaser Parties, regardless of whether it involved a known risk. (d) (i) Purchaser Class A Ordinary Shares shall remain listed for trading on Nasdaq; (ii) the listing application with Nasdaq in connection with the Transactions shall have been conditionally approved by Nasdaq; and (iii) as of the Closing, Purchaser shall satisfy any applicable listing requirements of Nasdaq and shall not have received any written notice from Nasdaq that it is not in compliance with the applicable Nasdaq listing requirements that has not been subsequently withdrawn by Nasdaq or appropriately remedied or satisfied prior to the Closing. (e) With effect from the Effective Time, the Persons identified in Section 8.4 shall have been elected to the board of directors of the Purchaser simultaneously with the Closing, and all existing officers and members of the board of directors of the Purchaser shall have executed written resignations to the extent requested by the Company. (f) The Company shall have received a certificate signed by an authorized the chief executive officer of each of the Parent Parties certifying Purchaser to the satisfaction of the conditions effect set forth in clauses (a) through (cg) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party9.3. (g) The directors designated Purchaser shall have delivered a copy of the Registration Rights Agreement duly executed by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective TimePurchaser. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Sponsor Support Agreement shall have been amended solely to duly executed and delivered by the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach ofrespective parties thereto, or other conflict withshall be in full force and effect, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company and Sponsor shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance complied with its terms and the DGCLobligations thereunder in all material respects.

Conditions to Obligations of the Company. The obligations of the Company to consummate carry out the Closing is subject transactions contemplated by this Agreement are subject, at the option of the Company, to the satisfaction, satisfaction or the waiver at the Company’s discretion, of all of the following further conditions: (a) The Parent Parties All representations and warranties of Buyer, Acquisition Sub and Hadid contained in this Agreement shall be true and correct in all material respects at and as of the Closing, and Buyer, Acquisition Sub and Hadid shall have duly performed and satisfied in all of their obligations hereunder material respects all covenants and agreements required by this Agreement to be performed and satisfied by each of them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respectsClosing. (b) All As of the representations and warranties Closing Date, no suit, action or other proceeding (excluding any such matter initiated by or on behalf of the Parent Parties contained in ARTICLE V Company) shall be pending or threatened before any Governmental Authority seeking to restrain the Company or prohibit the Closing or seeking Damages against the Company as a result of the consummation of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific date, in which case such representations and warranties need only to be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company shall have received a certificate signed by an authorized officer the opinion of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closinglegal counsel to Buyer, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and dated as of the Closing Date, Parent in form and substance, and issued by a law firm, satisfactory to the Company, to the effect set forth on Exhibit G, as well as such other assurances as the Company may reasonably request of the Buyer to establish that the transactions contemplated hereunder have been authorized and will be consummated in a manner compliant with the laws of the State of Nevada. (d) All proceedings to be taken by the Buyer and Acquisition Sub in connection with the transactions contemplated hereby and all documents incident thereto shall not be satisfactory in form and substance to the Company and its counsel, and the Company and said counsel shall have received all such counterpart originals or certified or other copies of such documents as it or they may reasonably request. (e) The Company shall have received written evidence, in form and substance satisfactory to the Company, of the consent to the transactions contemplated by this Agreement of all governmental, quasi-governmental and private third parties (including, without limitation, persons or other entities leasing real or personal property to the Company) where the absence of any written notice from the Stock Exchange that it has failed, such consent would result in a violation of law or would reasonably be expected a breach or default under any agreement to fail to meet such Stock Exchange’s continued listing requirements which Buyer is subject. (f) Effective as of immediately following the Closing for any reasonDate, where such notice has not been subsequently withdrawn by Buyer, The Jefferson Trust dated December 19, 1974, Hadid, The Paramount Trust, The Xxxxxx Trust, Graye Capital, Ltd., a British Virgin Islands corporation, Fortune Multimedia, Ltd., a British Virgin Islands corporation, and Homesite Capital, Ltd., a British Virgin Islands corporation, shall have entered into that certain Stockholders' Agreement of Buyer in the Stock Exchange or form attached hereto as Exhibit H ("STOCKHOLDERS' AGREEMENT"). (g) Buyer shall have disposed of EnterVision, Inc., Sector Bulgaria, plc, Sector Development, Inc. (dba Global Tech Expos), and Ideous Technologies, AG to the underlying failure appropriately remedied or satisfiedsatisfaction of the Company. (h) Effective as of the Closing, Hadid shall have irrevocably contributed in immediately available funds no less than U.S.$500,000 to Buyer. (i) Buyer shall have taken all corporate action necessary under applicable law such that the number of members of the Board of Directors of Buyer shall be five (5), (A) two (2) of whom shall be elected by the stockholders of Buyer, and (B) The Domestication Jefferson Trust dated December 19, 1974, The Paramount Trust and The Xxxxxx Trust shall each designate one (1) of the remaining three (3) Board of Directors' positions, whom shall initially be Xxxxx Xxxx, Xxxx Xxxxxx and Rafiah Kashmiri. (j) Any and all promissory and other notes issued by Buyer to Hadid and his Affiliates shall have been completed as provided in ARTICLE II terminated and a time-stamped copy canceled. (k) All warrants and options to purchase securities of Buyer outstanding immediately prior to the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto Closing shall have been delivered terminated and canceled. (l) Buyer shall have a Net Worth of at least U.S.$500,000 as of the Closing Date. (m) The Certificate of Designation shall have been approved and adopted by Buyer's Board of Directors and filed, accepted and approved by the Nevada Secretary of State. (n) The Series A Convertible Preferred Stock of Buyer shall have been undesignated and its status as "blank check" preferred stock shall have been restored as set forth in Section 4.05(a). (o) Company shall have received the consent of Brighton Opportunity Fund, L.P. to the Merger and other transactions contemplated hereby and a waiver of any defaults under the Stock Purchase Agreement between Buyer and Brighton Opportunity Fund, L.P. dated July 24, 2001, all in form acceptable to the Company. (jp) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects Effective as of the Amended Underwriting Agreement without breach ofClosing Date, the parties may agree to enter into a side letter restricting the persons authorized to sign or countersign checks, drafts, or other conflict withorders for the payment of money issued in the name of Buyer, which restriction would remain in effect until the Investment Management Trust Agreement payment of all tax liabilities of Buyer due, owing and/or outstanding as so amendedof the Closing. (kq) Scilex Holding Effective as of the Closing Date, Buyer and the Company shall have (i) paid in full all obligations owed under executed and delivered that certain Senior Secured Promissory NoteSecurity and Reimbursement Agreement, dated September 21, 2023 attached hereto as Exhibit I. (the “Oramed Note”), or (iir) obtained the full release Hadid shall have executed as of the Company as a guarantor of date hereof the Oramed Note Guaranty Agreement as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties theretoSection 8.05. (ls) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State Effective as of the State of Delaware. (m) The Pre-Signing Certificate of Merger Closing Date, Hadid shall have become effective in accordance with its terms execute and deliver the DGCL.Settlement and Release Agreement attached hereto as Exhibit K.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Closing Merger and the other transactions contemplated hereby is also subject to the satisfaction, or the waiver at the Company’s discretion, of all of the following further conditions: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived in all material respectswriting by the Company, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed whole or in all respects.part: (ba) All Each of the representations and warranties of the Parent Parties Buyer contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) Agreement shall be true and correct at and in all material respects as of the date of this Agreement Closing Date as though made on and (ii) be true and correct as of the Closing Date (other than in each case except for representation to the extent such representations and warranties that speak as of a specific specifically relate to an earlier date, in which case such representations and warranties need only to shall be true and correct in all material respects as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) such earlier date. The Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction President of the conditions set forth Buyer, dated the Closing Date, to that effect. (b) Buyer shall have performed or complied in clauses (a) through all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. The Company shall have received a certificate of the President of the Buyer, dated the Closing Date, to that effect. (c) No Governmental Entity or federal or state court of this Section 8.3competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Order which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger; and no such Governmental Entity or third party shall have initiated or threatened to initiate any proceeding seeking an Order. (d) Counsel to Buyer shall have delivered to the Company its written opinion substantially in the form of Exhibit F attached hereto. (e) From Counsel to the date hereof until the Closing, the Parent Parties Company shall have been delivered to the Company its written opinion with respect to the treatment of the Merger as a reorganization under Section 368(a) of the Code, in material compliance with a form reasonably acceptable to the reporting requirements under the Securities Act Company. In rendering such opinion, counsel shall be entitled to rely upon, among other things, reasonable assumptions, and the Exchange Act applicable to representations of Buyer and the Parent PartiesCompany and the shareholders of the Company. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent There shall not have received occurred any written notice from material adverse change in the Stock Exchange that it has failedcondition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as results of immediately following the Closing for any reasonoperations or prospects of Buyer and its subsidiaries, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company taken as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties theretowhole. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further additional conditions: (a) The Parent Parties the Merger Shares shall have duly performed all been authorized for listing on the Nasdaq National Market upon official notice of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.issuance; (b) All the Buyer shall have effected all of the registrations, filings and notices referred to in Section 4.2 which are required on the part of the Buyer, except for any which if not obtained or effected would not have a Buyer Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Parent Parties contained Buyer and the Transitory Subsidiary set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak Effective Time as though made as of the Effective Time, except to the extent that any such inaccuracies, individually or in the aggregate, would not have a specific date, Buyer Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in which case such particular representations and warranties need only to shall be true and correct as of such), disregarded in the case of (i) and (ii), other than as determining whether any such inaccuracies would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Buyer Material Adverse Effect has occurred that is continuing, regardless for purposes of whether it involved a known risk.this Section 5.3(c)); (d) The Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying Buyer and the satisfaction Transitory Subsidiary shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending or threatened in writing wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be (f) the Buyer shall have delivered to the Company a certificate (the "Buyer Certificate") to the effect that each of the conditions set forth specified in clauses (a) through (ce) (insofar as clause (e) relates to Legal Proceedings involving the Buyer) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it 5.3 is a party.satisfied; (g) The directors designated the Buyer shall have loaned Randx Xxxxx $000,000, to be evidenced by a promissory note in the form attached hereto as Exhibit G, and secured by a pledge of 50,000 shares of Buyer Common Stock evidenced by a pledge agreement in the form attached hereto as Exhibit H; and (h) the Company shall have been appointed or elected received from counsel to the board of directors of ParentBuyer and the Transitory Subsidiary an opinion with respect to the matters set forth in Exhibit I attached hereto, effective at addressed to the Effective Time. (h) The Domesticated Parent Common Shares Company and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and dated as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further additional conditions, except for any the failure of which to obtain or effect would not have a Parent Material Adverse Effect or affect on the ability of the Parties to consummate the transactions contemplated by this Agreement: (a) The the Parent Parties shall have duly performed effected all of their obligations hereunder the registrations, filings and notices referred to in Section 4.2 which are required to be performed by them at or prior to on the Closing Date in all material respects, unless part of the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.Parent; (b) All of the representations and warranties of the Parent Parties contained set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) Agreement shall be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak Effective Time as though made as of a specific datethe Effective Time, in which case except to the extent that the inaccuracy of any such representations representation or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and warranties need only to be true and correct as of such)any such inaccuracies, individually or in the case of (i) and (ii)aggregate, other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Parent Material Adverse Effect for purposes of this Section 5.3(b)); (c) Since each of the date Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk.or prior to the Effective Time; (d) The Company no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Parent Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have received delivered to the Company a certificate signed by an authorized officer of (the "Parent Certificate") to the effect that each of the Parent Parties certifying the satisfaction of the conditions set forth specified in clauses (a) through (cd) (insofar as clause (d) relates to Legal Proceedings involving the Parent) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been 5.3 is satisfied in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties.all respects; (f) Each of the Company shall have received from Gottbetter & Partners, LLP, counsel to the Parent Parties shall have executed and delivered the Acquisition Subsidiary, an opinion with respect to the matters set forth in Exhibit C attached hereto, addressed to the Company each Additional Agreement to which it is a party.and dated as of the Closing Date; (g) The directors designated by the Company Parent shall have been appointed or elected declared and enacted a split of its shares of Common Stock such that the total number of shares of Parent Common Stock issued and outstanding immediately prior to the board Effective Time shall equal 1,000,000 and the number of directors shares of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares Stock issued and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants outstanding immediately following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.equal 12,000,000

Conditions to Obligations of the Company. The obligations of the Company Company’s and each Bonfire Holder’s obligation to consummate the Closing Transaction is subject to the satisfaction, satisfaction or the written waiver at the Company’s discretion, of all of (where permissible) the following further conditions: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent GTY Parties contained in ARTICLE V Article 3 of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) Agreement shall be true and correct at and (without giving effect to any limitation as to materiality or Material Adverse Effect set forth therein) in all material respects as of the date of this Agreement Closing Date, as though made on and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak to the extent expressly made as of a specific an earlier date, in which case of as such representations earlier date); (b) each of the GTY Parties shall have performed and warranties need only complied with, in all material respects, all of its covenants and agreements in this Agreement to be true and correct as of such), in performed prior to or at the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.Closing; (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company GTY shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is Bonfire Holders’ Representative a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parentcertificate, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and dated as of the Closing Date, Parent certifying (i) that each of the conditions specified above in Section 7.3(a), (b) and (c) is satisfied; (ii) the Organizational Documents of each GTY Party, (iii) the authorizing resolutions of each GTY Party, and (iv) the incumbency and signatures of the Persons signing this Agreement or any Ancillary Agreement on behalf of each GTY Party; (d) each of the GTY Parties, as applicable, shall not have received any written notice from duly authorized and issued the Stock Arrangement Shares, and duly delivered: (i) the Arrangement Shares less the Escrow Shares, and (ii) the Cash Consideration, to the Exchange that it has failed, or would reasonably be expected Agent; (e) the applicable GTY Party shall have deposited the Escrow Shares and Cash Escrow Amount with the Escrow Agent; (f) the GTY Parties shall have delivered to fail to meet such Stock Exchange’s continued listing requirements as of immediately following Bonfire Holders’ Representative the Closing for any reason, where such notice has not been subsequently withdrawn Escrow Agreement duly executed by the Stock Exchange or GTY Parties; (g) the underlying failure appropriately remedied or satisfied.GTY Parties shall have delivered to Bonfire Holders’ Representative the Support Agreement duly executed by the parties thereto; (h) the applicable GTY Party shall have executed and delivered the Founder Employment Agreements and Restrictive Covenant Agreements; (i) The Domestication the Arrangement Shares that are shares of GTY Common Stock shall have been completed as provided in ARTICLE II and a time-stamped copy be authorized for listing on Nasdaq subject only to official notice of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company.issuance; (j) The Investment Management Trust Agreement GTY shall have been amended solely delivered to the extent necessary to enable the intended effects Bonfire Holders’ Representative, a copy of the Amended Underwriting Agreement without breach ofnotice from the Internal Revenue Service approving the election by Callco (pursuant to Section 5.17) to be disregarded as an entity separate from its shareholder, or other conflict with, the Investment Management Trust Agreement as so amended.GTY; and (k) Scilex Holding Company there shall not have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release been a Material Adverse Effect with respect to any of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary GuaranteeGTY Parties (other than, dated September 21for this purpose, 2023, by the Company and certain other parties thereto. (lits Subsidiaries); provided that, without limiting Section 7.1(f) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted byabove, the Secretary determination of State a Material Adverse Effect with respect to any of the State of DelawareGTY Parties shall not include any GTY Stock Redemption. All such agreements, documents and other items shall be in form and substance reasonably satisfactory to the Bonfire Holders’ Representative. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further additional conditions: (a) The the Parent Parties shall have duly performed obtained (and shall have provided copies thereof to the Company) all of their obligations hereunder the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Parent or any of its Subsidiaries, except for any the failure of which to be performed obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.this Agreement; (b) All of the representations and warranties of the Parent Parties contained set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating Agreement (when read without regard to any qualification as to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (iEffect contained therein) shall be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date Effective Time as though made as of the Effective Time (other than in each case except for provided, however, that to the extent such representation and warranties that speak as of a specific warranty expressly relates to an earlier date, in which case such representations representation and warranties need only to warranty shall be true and correct as of suchsuch earlier date), except for any untrue or incorrect representation and warranty that, individually or in the case of (i) and (ii)aggregate, other than as would do not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) Since each of the date Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of this Agreementor prior to the Effective Time, no except when any non-performance or non-compliance does not have a Parent Material Adverse Effect has occurred that is continuing, regardless or a material adverse effect on the ability of whether it involved a known risk.the Parties to consummate the transactions contemplated by this Agreement; (d) The Company no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have received delivered to the Company a certificate signed by an authorized officer of (the “Parent Certificate”) to the effect that each of the Parent Parties certifying conditions specified in claus (b) (with respect to the satisfaction Parent’s due diligence of the conditions set forth in Company) of Section 5.1 and clauses (a) through (cd) (insofar as clause (d) relates to Legal Proceedings involving the Parent, the Acquisition Subsidiary or Split-Off Subsidiary) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been 5.3 is satisfied in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties.all respects; (f) Each the total number of shares of Parent Common Stock issued and outstanding at the Parent Parties Effective Time shall have executed and delivered to be as set forth in the Company each Additional Agreement to which it is a party.last sentence Section 3.2; (g) The directors designated by the Company parent shall have been appointed or elected filed with Nasdaq a notice pursuant to SEC Rule 10b-17 of its intention to effect a one-for-65.723 reverse stock split (the board “Stock Split”) to its shareholders of directors of Parent, effective at record on the Effective Time.Date; (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants the Parent’s Board of Directors shall remain listed on Nasdaq through the Effective Time, the listing application for the listing be authorized to consist of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied.three members; (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy contemporaneously with the closing of the Certificate of Domestication issued by Merger, the Secretary of State of Parent, Split-Off Subsidiary and each Buyer shall execute and deliver the State of Delaware in relation thereto shall have been delivered to Split-Off Agreement, which Split-Off is effective simultaneous with the Company.Effective Time; (j) The Investment Management Trust Agreement the Parent shall have been amended solely changed its name to such name as is acceptable to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended.Company and (k) Scilex Holding the Company shall have (i) paid reasonably cooperate with the Parent in full all obligations owed under connection with the Private Placement Offering, including, without limitation, causing its outside counsel to issue a legal opinion as may be required pursuant to that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth placement agency agreement that was executed in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties theretoconnection therewith. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing Merger is subject to the satisfaction, or the waiver at in the Company’s sole and absolute discretion, of all of the following further conditions: (a) The Parent Parties and Merger Sub shall each have duly performed or complied with, in all material respects, all of their its respective obligations hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by them Parent or Merger Sub, as applicable, at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respectsDate. (b) All of the The representations and warranties of the Parent Parties and Merger Sub contained in ARTICLE V of this Agreement, Agreement (disregarding all qualifications and exceptions contained herein therein relating to materiality or Parent Material Adverse Effect), regardless other than the Parent Fundamental Representations, shall be true and correct as of whether it involved a known riskthe date of this Agreement and as of the Closing Date, shall: as if made at and as of such date (i) except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case such earlier date), except for representation and warranties that speak as any failure of a specific date, in which case such representations and warranties need only to be true and correct as of such), in the case of (i) and (ii), other than as which would not in the aggregate reasonably be expected to have a Parent Material Adverse EffectEffect on Parent or on Parent’s ability to consummate the transactions contemplated by this Agreement and the Additional Agreements. (c) Since The Parent Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) shall be true and correct in all respects at and as of the date of this AgreementAgreement and as of the Closing Date, no Parent Material Adverse Effect has occurred as if made as of such date (except to the extent that any such representation and warranty is continuingexpressly made as of a specific date, regardless in which case such representation and warranty shall be true and correct at and as of whether it involved a known risksuch specific date), other than de minimis inaccuracies. (d) The Amended and Restated Certificate of Incorporation of Parent, in the form attached hereto as Exhibit G, shall have been filed with, and declared effective by, the Delaware Secretary of State. (e) The Company shall have received a certificate signed by an authorized officer of each Parent accuracy of the Parent Parties certifying the satisfaction provisions of the conditions set forth in foregoing clauses (a), (b) through and (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties10.3. (f) Each of the Parent Parties Sponsor shall have executed and delivered to the Company each Additional Agreement to which it is a partycopy of the Registration Rights Agreement. (g) The directors designated by Sponsor shall have executed and delivered to the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the CompanyEscrow Agreement. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is transactions contemplated by this Agreement shall be subject to the satisfaction, fulfillment or the waiver Company's waiver, at or prior to the Company’s discretionClosing, of all each of the following further conditions: (a) Other than the representations and warranties of Parent and Merger Subsidiary contained in Sections 5.1 (Organization and Standing), 5.2 (Authorization), and 5.4 (Brokers' and Finders' Fees), the representations and warranties of Parent and Merger Subsidiary contained in this Agreement, the ancillary documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Parent Parties and Merger Subsidiary contained in Sections 5.1 (Organization and Standing), 5.2 (Authorization), and 5.4 (Brokers' and Finders' Fees) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) Parent and Merger Subsidiary shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of their obligations hereunder required the Ancillary Documents to be performed or complied with by them at or prior to or on the Closing Date in all material respectsDate; provided, unless the applicable obligation has a materiality qualifier in which case it that, with respect to agreements, covenants and conditions that are qualified by materiality, Parent and Merger Subsidiary shall be duly have performed such agreements, covenants and conditions, as so qualified, in all respects. (b) All of the representations and warranties of the Parent Parties contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific date, in which case such representations and warranties need only to be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this AgreementNo injunction or restraining order shall have been issued by any Governmental Body, no Parent Material Adverse Effect has occurred that is continuingand be in effect, regardless of whether it involved a known riskwhich restrains or prohibits any material transaction contemplated hereby. (d) The Company shall Optionholder Notices have been received a certificate signed and acknowledged by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3.Parent; (e) From the date hereof until the Closing, the Parent Parties shall All Warrantholder Notices have been in material compliance with the reporting requirements under the Securities Act received and the Exchange Act applicable to the Parent Parties.acknowledged by Parent; (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is Principal Shareholders a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing certificate of the Domesticated Secretary of each of Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock ExchangeMerger Subsidiary, and dated as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected certifying as to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication the incumbency and specimen signature of the officers of Parent and Merger Subsidiary, (ii) the Charter Documents of Parent and Merger Subsidiary and (iii) the resolutions duly adopted by the Board of Directors of Parent and Merger Subsidiary (or minutes of a duly called meeting at which a quorum was present) authorizing the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby and the other transactions contemplated hereby and thereby; (g) Parent shall have been completed as provided in ARTICLE II and delivered to the Principal Shareholders a time-stamped certified copy of the Certificate certificate of Domestication incorporation of Parent, issued by the Secretary of State of the State of Delaware in relation thereto Minnesota; (h) Parent shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects Principal Shareholders a good standing certificate of the Amended Underwriting Agreement without breach ofParent, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, issued by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of DelawareMinnesota; (i) Parent shall have delivered to the Principal Shareholders a certified copy of the articles of incorporation of Merger Subsidiary, issued by the Secretary of State of the State of California; and (j) Parent shall have delivered to the Principal Shareholders a good standing certificate of Merger Subsidiary, issued by the Secretary of State of the State of California. (k) From the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Parent Material Adverse Effect. (l) Parent shall have delivered to the Principal Shareholders a certificate, dated the Closing Date and signed by a duly authorized officer of Parent, that each of the conditions set forth in this Section 7.3 have been satisfied; (m) The Pre-Signing Certificate of Merger Parent shall have become effective in accordance with its terms executed and delivered the DGCLRegistration Rights and Put Option Agreement and amendment no. 1 thereto, attached hereto as Exhibit I (the "Registration Rights and Put Option Agreement).

Conditions to Obligations of the Company. The obligations of the ---------------------------------------- Company to consummate effect the Closing is Merger will be subject to the satisfaction, satisfaction at or prior to the waiver at the Company’s discretion, of all Effective Time of the following further conditions, any or all of which may be waived, in whole or in part to the extent permitted by Applicable Law: (a) The Parent Parties VIALOG shall have duly performed furnished the Company and the Principal Stockholder with the favorable opinion dated the Public Offering Closing Date of Xxxxxx, X'Xxxxxxx, XxXxxxxx & Xxxxxx, llp, counsel to VIALOG and VIALOG Merger Subsidiary, which may contain limitations and qualifications as to scope and law and rely on certifications as to facts of officers of VIALOG and VIALOG Merger Subsidiary and public officials as are reasonable and customary to opinions delivered in the type of business transactions covered by this Agreement, addressing the following: (i) Due organization, valid existence and good standing of VIALOG and VIALOG Merger Subsidiary, (ii) Due authorization and valid execution and delivery by, and enforceability against, VIALOG and VIALOG Merger Subsidiary of the Agreement except (A) as such enforceability may be subject to bankruptcy, moratorium, insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors and as the same may be subject to the effect of general principles of equity and (B) that no opinion need be expressed as to the enforceability of indemnification provisions, (iii) Due authorization, valid issuance, full payment and non- assessability of and absence of preemptive rights with respect to the shares of VIALOG Stock to be received by the Stockholders, (iv) The Registration Statement has become effective under the Securities Act, and to such counsel's knowledge, no stop order suspending its effectiveness has been issued and no proceedings for that purpose have been instituted or threatened by the SEC, (v) The execution and delivery of the Agreement by VIALOG and VIALOG Merger Subsidiary and all of their obligations hereunder Collateral Documents executed or required to be performed executed pursuant thereto or to consummate the Merger by them do not, and the performance of the Agreement and all Collateral Documents executed or required to be executed pursuant thereto or to consummate the Merger and the consummation of the Merger by them will not, (A) conflict with or violate the Organizational Documents of VIALOG or VIALOG Merger Subsidiary, (B) conflict with or violate any Applicable Law, or (C) to counsel's knowledge, constitute a default under, or give to others any right of termination, amendment, acceleration, increased payments or cancellation of, or result in the creation of a Lien on any property or assets of VIALOG or VIALOG Merger Subsidiary pursuant to, any Material Agreement to which either is a party or by which either or any property or asset of either is bound or affected, (vi) No consents from or filings with any Governmental Authority (other than filings under the HSR Act, if applicable, and filings of certificates of merger) are required for the execution and delivery of the Agreement by VIALOG and VIALOG Merger Subsidiary and the performance of the Agreement and all Collateral Documents executed or required to be executed pursuant thereto or to consummate the Merger and the consummation of the Merger by them, and (vii) The required filings with the Delaware Secretary of State and the Georgia Secretary of State shall have been made, and a Certificate of Merger shall have been issued by the Georgia Secretary of State for the Merger. (b) Each of VIALOG and VIALOG Merger Subsidiary shall have complied in all material respects with its agreements contained in this Agreement, and the certificates to be furnished to the Company pursuant to this Section shall be true, correct and complete. All Collateral Documents shall be reasonably satisfactory in form, scope and substance to the Company and its counsel, and the Company and its counsel shall have received all information and copies of all documents, including records of corporate proceedings, which they may reasonably request in connection therewith, such documents where appropriate to be certified by proper corporate officers, (c) The representations, warranties, covenants and agreements of each of VIALOG and VIALOG Merger Subsidiary contained in this Agreement or otherwise made in writing by it or on its behalf pursuant to this Agreement or otherwise made in connection with the Merger and the Transactions shall be true and correct in all material respects at and as of the Public Offering Closing Date with the same force and effect as though made on and as of such date except those which speak as of a certain date which shall continue to be true and correct in all material respects as of such date and on the Public Offering Closing Date; each and all of the agreements and conditions to be performed or satisfied by each of VIALOG and VIALOG Merger Subsidiary under this Agreement at or prior to the Public Offering Closing Date shall have been duly performed or satisfied in all material respects; and each of VIALOG and VIALOG Merger Subsidiary shall have furnished the Company with such certificates and other documents evidencing the truth of such representations, unless warranties, covenants and agreements and the applicable obligation has a materiality qualifier performance of such agreements or conditions as the Company shall have reasonably requested, (d) If executed and delivered to VIALOG by the Merger Closing, the employment agreements contemplated by Section 7.2(s) and for those persons listed on Schedule 7.2(t) (or Section 7.2(t) of the Disclosure Schedule, as the case may be) shall have been executed by the Surviving Corporation and delivered by VIALOG to the indicated person, (e) The filing and waiting period requirements (if applicable) under the HSR Act relating to the consummation of the Merger and the Participating Mergers shall have been complied with, (f) VIALOG shall have obtained the insurance set forth in which case it Section 6.7(c), (g) No Legal Action or other Claim shall be duly performed pending or threatened at any time prior to or on the Public Offering Closing Date before or by any Authority or by any other Person seeking to restrain or prohibit, or damages or other relief in all respects. (b) All of connection with, the representations execution and warranties of the Parent Parties contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date delivery of this Agreement and (ii) be true and correct as or the consummation of the Closing Date (other than in each case except for representation Merger and warranties that speak as of a specific date, in the Transactions or which case such representations and warranties need only to be true and correct as of such), might in the case reasonable judgment of (i) the Company have any Adverse Effect on VIALOG and (ii)its Subsidiaries or the Company and its Subsidiaries taken as a whole or, other than assuming consummation of the Merger and the Participating Agreements, VIALOG and its Subsidiaries taken as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.whole, (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (dh) The Company shall have received a certificate signed by an authorized officer of each letter from the Accountants to the effect that the Merger and the Transactions qualify as a transaction to which Section 351 of the Parent Parties certifying Code applies for federal income tax purposes and the satisfaction exchange of the conditions set forth Shares for the Stock Merger Consideration, as contemplated hereby, will not result in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable any taxable income or gain or deductible loss to the Parent Parties. (f) Each common stockholders of the Parent Parties shall have executed and delivered Company in their capacities as such common stockholders to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing extent of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock ExchangeMerger Consideration, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied.and (i) The Domestication shall have been completed as provided in ARTICLE II and a timeby-stamped copy laws of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement VIALOG shall have been amended solely to remove the extent necessary to enable right of first refusal contained therein and the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid received certification to its reasonable satisfaction that the VIALOG Stock to be issued in full all obligations owed the Merger will not be subject to any transfer restrictions or purchase options under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent VIALOG's Certificate of Designations shall have been filed with, and accepted Incorporation or by, the Secretary of State of the State of Delaware-laws. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate take the actions to be taken by it at the Closing is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further additional conditions, unless any such condition is waived, in writing, by the Company: (a) The Parent Parties this Agreement and the Merger shall have duly performed been adopted and approved by Avenue, the sole stockholder of Merger Sub, in accordance with the DGCL; (b) Avenue and Merger Sub shall have obtained all of their obligations hereunder the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices (including, but not limited to any filings that are required pursuant to applicable federal and state securities laws) required on its part to be obtained in order to consummate the Merger, except for any which if not obtained or effected would not have a Material Adverse Effect on Avenue and Merger Sub or on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) each of Avenue and Merger Sub shall have performed or complied with in all material respects its agreements and covenants required to be performed by them at or complied with under this Agreement as of or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.Closing; (bd) All of the representations and warranties of the Parent Parties contained Avenue and Merger Sub set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) Article 4 shall be true and correct as of the Closing Date (other than in each case Date, except for representation representations and warranties that speak made as of a specific specified date, in which case such representations and warranties need only to shall be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.such date; (ce) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company shall have received from the Secretary of Avenue a certificate signed by an authorized officer (i) certifying the Articles of each Incorporation of Avenue, as amended; (ii) certifying the Bylaws of Avenue, as amended; (iii) certifying the resolutions of the Parent Parties certifying Board of Directors of Avenue adopting and approving this Agreement and the satisfaction Merger and authorizing the issuance of the conditions set forth in clauses shares of Avenue Common Stock to be issued by virtue of the Merger and (aiv) through and (cv) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable attesting to the Parent Parties.incumbency of the officers of Avenue; (f) Each the Company shall have received from the Secretary of Merger Sub a certificate (i) certifying the Articles of Incorporation of Merger Sub, as amended, (ii) certifying the By-laws of Merger Sub, as amended, (iii) certifying the resolutions of the Parent Parties shall have executed Board of Directors of Merger Sub adopting and delivered approving this Agreement and the Merger, (iv) certifying that this Agreement and the Merger were approved by the stockholder of Merger Sub in accordance with the DGCL, and (v) attesting to the Company each Additional Agreement to which it is a party.incumbency of the officers of Merger Sub; (g) The directors designated by the Company shall have been appointed received from the President of Avenue a certificate certifying (i) Avenue has satisfied and complied with all of the obligations under this Agreement and satisfied all of the conditions precedent which are required to be complied with or elected satisfied by it prior to the board Closing Date; and (ii) all of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares Avenue’s representations and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares warranties set forth in this Agreement are true and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and accurate as of the Closing Date, Parent ; (h) the Company shall not have received any written notice from the Stock Exchange that President of Merger Sub a certificate certifying (i) Merger Sub has satisfied and complied with all of the obligations under this Agreement and satisfied all of the conditions precedent which are required to be complied with or satisfied by it has failed, or would reasonably be expected prior to fail to meet such Stock Exchangethe Closing Date; and (ii) all of Merger Sub’s continued listing requirements representations and warranties set forth in this Agreement are true and accurate as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by Date; (i) Avenue shall have delivered all other documents required to be delivered to the Stock Exchange Company on or before the underlying failure appropriately remedied Closing Date; (j) The Board of Directors of Avenue shall have adopted resolutions whereby Xxxx X. Xxxxxx and Xxxxxxx Xxxxxx shall be directors of Avenue on or satisfied.before the Closing Date and Xxxxxx Xxxx shall be a director of Avenue immediately after the Effective Time; (i) The Domestication holder of the Avenue Series A Preferred Stock and the holder of the indebtedness of Avenue described as “Related Party Payable” in the Avenue Financial Statements shall have been completed agreed to surrender the Avenue Series A Preferred Stock and to extinguish all such indebtedness of Avenue and any other indebtedness of Avenue to him as provided would be recorded as “Related Party Payable” in ARTICLE II and a time-stamped copy the financial statements of Avenue prepared as of the Certificate date hereof in accordance with GAAP and Avenue’s past practice in exchange for the Avenue’s issuance to him of Domestication issued a Promissory Note in the principal amount of $473,933.65, secured by a Pledge Agreement, each in the form heretofore approved by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. Company and (jii) The Investment Management Trust said Promissory Note and Pledge Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company executed and certain other parties thereto.delivered; (l) The Domesticated Parent Certificate holders of Designations not less than 900,000,000 shares of Avenue Common Stock shall have been filed withassigned such shares to the holders of Company Common Stock on the Closing Date, and accepted byas nearly proportionally as possible, in accordance with the Secretary number of State shares of the State of Delaware.Company held by them; (m) The Pre-Signing Certificate all actions to be taken by the Avenue and the Merger Sub in connection with the consummation of Merger the transactions contemplated hereby, and all certificates, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company; and (n) Avenue shall have become effective completed the closing of a private offering of 92,500,000 shares of Avenue Common Stock in accordance with its terms and which it will raise at least $150,000.00 (the DGCL“Private Placement”).

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction, or the waiver at in the Company’s sole and absolute discretion, of all of the following further conditions: (a) The Parent Parties and Merger Sub shall each have duly performed or complied with, in all material respects, all of their its respective covenants, agreements and obligations hereunder required to be performed or complied with (without giving effect to any “in all material respects” qualifiers contained therein) by them Parent or Merger Sub, as applicable, at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respectsDate. (b) All of the The representations and warranties of the Parent Parties and Merger Sub contained in ARTICLE V of this Agreement, Agreement (disregarding all qualifications and exceptions contained herein therein relating to materiality or Parent Material Adverse Effect), regardless of whether it involved a known riskother than the Parent Fundamental Representations, shall: (i) be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Signing Date and as of the Closing Date Date, as if made at and as of such date (other than in each case except for to the extent that any such representation and warranties that speak warranty is made as of a specific date, in which case such representations representation and warranties need only to warranty shall be true and correct at and as of such), in the case of (i) and (iisuch specific date), other than as has not had, or would not be reasonably expected to have, individually or in the aggregate aggregate, a Material Adverse Effect in respect of the Parent Parties. (c) The Parent Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) shall be true and correct in all respects at and as of the Signing Date and as of the Closing Date, as if made as of such date (except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date), other than de minimis inaccuracies. (d) Since the Signing Date, there shall not have occurred any effect in respect of Parent that individually, or together with any other effect, has had or would reasonably be expected to have a Parent Material Adverse EffectEffect in respect of Parent. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (de) The Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closingcertificate, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and dated as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn signed by the Stock Exchange or Chief Executive Officer of Parent, certifying the underlying failure appropriately remedied or satisfiedaccuracy of the provisions of the foregoing clauses (a), (b), (c) and (d) of this Section 9.3. (if) The Domestication shall have been completed as provided Amended Parent Charter, in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued form to be mutually agreed by the Secretary of State of parties within 10 days following the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach ofSigning Date, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, with the Delaware Secretary of State of the State of Delawareand become effective. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is subject to the satisfaction, or the waiver at the Company’s sole and absolute discretion, of all of the following further conditions: (a) The Parent Parties shall have duly performed all of their covenants and obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent Parties contained in ARTICLE Article V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, Agreement shall: (i) be true and correct at and as of the date of this Agreement Signing Date and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific datedate prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of suchsuch earlier date); it being understood and agreed that the Parent Parties’ Fundamental Representations shall not be subject to any Material Adverse Effect qualifier, in the case and for purposes of this clause (ib) all such Fundamental Representations shall be true and correct except for de minimis inaccuracies. (ii)c) There shall have been no event, change or occurrence which individually or together with any other than as event, change or occurrence, would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuingon the Parent Parties, regardless of whether it involved a known risk. (d) The Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying to the satisfaction of the conditions effect set forth in clauses (a) through (c) of this Section 8.310.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (f) From the Signing Date until the Closing, the Parent Parties shall have been in material compliance with the reporting requirement under the Securities Act and the Exchange Act, as applicable to the Parent Parties. (g) The directors designated by the Company shall have been appointed or elected received a duly executed opinion in respect of Parent in customary form from the Parent’s BVI counsel in form and substance reasonably satisfactory to the board Company, addressed to the Company and dated as of directors of Parent, effective at the Effective TimeClosing Date. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants Purchaser shall remain listed on Nasdaq through and the Effective Time, the additional listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shares issued as Merger Consideration shall have been approved by the applicable Stock Exchange, and as Nasdaq. As of the Closing Date, Parent Purchaser shall not have received any written notice from the Stock Exchange Nasdaq that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued the Nasdaq listing requirements as of immediately following the Closing Date for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange Nasdaq or the underlying failure appropriately remedied or satisfied. (i) . The Domestication additional listing application for the shares issued as Merger Consideration shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued approved by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the CompanyNasdaq. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement at the applicable Closing is shall be subject to the satisfaction, fulfillment or the waiver at the Company’s discretionwaiver, at or prior to the corresponding Closing Date, of all each of the following further conditions: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent Parties Buyer contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) Article IV shall be true and correct in all material respects as of such Closing Date with the same effect as though made at and as of the such date (except those representations and warranties that address matters only as of this Agreement and (ii) a specified date, which shall be true and correct in all material respects as of that specified date), except where the Closing Date (other than in each case except for representation and warranties that speak as failure of a specific date, in which case such representations and warranties need only to be true and correct as of such)would not, individually or in the case of (i) and (ii)aggregate, other than as would not in the aggregate have or reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on Buyer’s or Buyer’s ability to consummate the transactions contemplated hereby. (b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on such Closing Date. (c) Since The Company shall have received a certificate, dated as of such Closing Date and signed by a duly authorized officer of Buyer, that each of the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known riskconditions set forth in (a) and (b) have been satisfied. (d) The Company shall have received a certificate signed by an authorized officer of each of the Parent Parties Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the satisfaction board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the conditions set forth Transaction and that all such resolutions are in clauses (a) through (c) of this Section 8.3full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby. (e) From On or prior to the date hereof until the Closingexecution of this Agreement, the Parent Parties Buyer shall have been delivered to EGS cash in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable an amount equal to the Parent Parties. (fAggregate Purchase Price for all Transaction Shares to be purchased pursuant to this Agreement) Each by wire transfer in immediately available funds, which funds shall be transferred to the Escrow Account upon execution of the Parent Parties shall have executed and delivered Escrow Agreement, to the Company each Additional Agreement to which it is a party. (g) The directors an account or accounts that has been designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any in a written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfiedBuyer. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate effect the Closing is Merger shall be subject to the satisfaction, or the waiver at the Company’s discretion, of all of the following further conditions: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at satisfaction on or prior to the Closing Date in all material respects, of each of the following conditions unless waived by the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.Company: (bi) All of the The representations and warranties of the Parent Parties contained and Merger Sub set forth in ARTICLE V Sections 4.1, 4.2, 4.3 and 4.8 of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Agreement which are not qualified by "Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) Effect on Parent" shall each be true and correct at and in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent any such representation or warranty expressly speaks as of an earlier date) and (ii) the representations and warranties of Parent and Merger Sub set forth in this Agreement other than those contemplated by clause (i) hereof (without giving effect to any qualifications as to "Material Adverse Effect," "materiality" or other similar qualifications) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than in each case except for to the extent any such representation and warranties that speak or warranty expressly speaks as of a specific an earlier date), in which case except where the failure of such representations and warranties need only to be true and correct (without giving effect to any qualifications as of such)to "Material Adverse Effect," "materiality" or other similar qualifications) are not, individually or in the case of (i) and (ii)aggregate, other than as would not in the aggregate reasonably be expected likely to have a Parent Material Adverse EffectEffect on Parent. (b) Parent and Merger Sub each shall have performed in all material respects all covenants and agreements required to be performed by them under this Agreement at or prior to the Closing Date. (c) Since Parent shall furnish the date Company with a certificate of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known riskits authorized officers as to compliance with the conditions set forth in Sections 6.2(a) and (b). (d) The Company waiting period applicable to the consummation of the Merger under the HSR Act and applicable Insurance Laws shall have received a certificate signed by an authorized officer expired or been terminated. All consents, authorizations, orders and approvals of each (or filings, reports, registrations with or notifications to) any Insurance Authority or other Governmental Authority required in connection with the execution, delivery and performance of this Agreement, the failure to obtain which would prevent the consummation of the Parent Parties certifying Merger or would be reasonably likely, individually or in the satisfaction of the conditions set forth aggregate, to have a Material Adverse Effect on Parent, shall have been obtained and shall be in clauses (a) through (c) of this Section 8.3full force and effect. (e) From the date hereof until the Closing, the Parent Parties The Company shall have been received the opinion of Skadden, Arps, Slate, Meagxxx & Xlom XXX, counsel to the Company, in material compliance form and substance reasonably satisfactory to the Company, a copy of which shall be furnished to Parent, to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) no gain or loss will be recognized by the stockholders of the Company with the reporting requirements under the Securities Act and the Exchange Act applicable respect to the Parent Parties. Common Stock received in exchange for Company Common Stock pursuant to the Merger (f) Each except with respect to cash received as part of the Parent Parties shall have executed Merger Consideration and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board received in lieu of directors fractional shares of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares Stock). In rendering such opinion, such counsel shall be entitled to receive and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing rely upon representations of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release officers of the Company and Parent as a guarantor of the Oramed Note to such matters as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties theretosuch counsel may reasonably request. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is transactions contemplated by this Agreement are subject to fulfillment or waiver, at or before the satisfactionClosing Date, or the waiver at the Company’s discretion, of all of the following further conditions: (a) The Parent Parties Board of Directors and the Special Committee, on behalf of the Company, shall have duly performed all of their obligations hereunder required received the written opinions (or oral opinions to be performed by them at or prior confirmed in writing) of the fairness to the Closing Date Company, from a financial point of view, of the consideration received from the sale of each of the Convertible Preferred Stock and Perpetual Preferred Stock, based on the principal economic terms of the Convertible Preferred Stock and Perpetual Preferred Stock, respectively, from its independent financial advisor, Xxxxx and Company, LLC, in all material respects, unless such form as is acceptable to the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.Board of Directors and the Special Committee; (b) All of the representations and warranties of the Parent Parties contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific date, in which case such representations and warranties need only to be true and correct as of such)The Purchase Price, in the case of (i) and (ii)the cash portion of the Purchase Price, other than shall have been paid to the Company by wire transfer of immediately available funds to the account as would not specified in writing by the Company and, in the aggregate reasonably be expected case of the Tendered Company Debt, all of the right, title and interest in the Tendered Company Debt shall have been assigned, transferred and delivered to have a Parent Material Adverse Effect.the Company, free and clear of liens, charges and other encumbrances; and (c) Since Each Purchaser shall have executed and delivered the date of this Registration Rights Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known riskand the Registration Rights Agreement shall be in full force and effect. (d) The Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until At the Closing, the Parent Parties shall have been in material compliance with sale and issuance by the reporting requirements under the Securities Act Company, and the Exchange Act applicable to purchase by the Parent Parties. (f) Each Purchasers, of the Parent Parties shares of Preferred Stock to be issued thereat shall have executed and delivered be legally permitted by all applicable laws to which any Purchaser or the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchangeare subject, and as there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by any Governmental Authority directing that the Closing Date, Parent shall transactions provided for herein or in any other Transaction Document not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed consummated as provided in ARTICLE II herein and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Companytherein. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further additional conditions: (a) The the Parent Parties shall have duly performed obtained (and shall have provided copies thereof to the Company) all of their obligations hereunder the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Parent, except for any the failure of which to be performed obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.this Agreement; (b) All of the representations and warranties of the Parent Parties contained set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating Agreement (when read without regard to any qualification as to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (iEffect contained therein) shall be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date Effective Time as though made as of the Effective Time (other than in each case except for provided, however, that to the extent such representation or warranty expressly relates to an earlier date, such representation and warranties that speak as of a specific date, in which case such representations and warranties need only to warranty shall be true and correct as of suchsuch earlier date), except for any untrue or incorrect representation and warranty that, individually or in the case of (i) and (ii)aggregate, other than as would do not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) Since each of the date Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk.or prior to the Effective Time; (d) The no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have delivered to the Company a certificate (the “Parent Certificate”) to the effect that each of the conditions specified in clauses (b) and (c) (with respect to the Parent’s due diligence of the Company) of Section 5.1 and clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Parent and its Subsidiaries) of this Section 5.3 is satisfied in all respects; (f) the Company shall have received from Gottbetter & Partners, LLP, counsel to the Parent and the Acquisition Subsidiary, an opinion with respect to the matters set forth in Exhibit D attached hereto, addressed to the Company and dated as of the Closing Date; (g) the total number of shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall equal 24,003,000 shares, after giving effect to the Share Contribution, but excluding the issuance of the Merger Shares to be issued to Company Stockholders in connection with the Merger; (h) Each of Rxxxxx XxXxxxxx and Dxxxx Xxxxxx shall each have employments agreements mutually satisfactory to the Company, the Parent and to the respective employees; (i) the Parent shall have adopted the Parent Option Plan; (j) the Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares ’s transfer agent and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and registrar certifying that as of the Closing DateDate there are 68,453,000 shares of Parent Common Stock issued and outstanding (without giving effect to the 44,450,000 shares of Parent Common Stock to be retired in connection with the Split-Off, after which retirement there will be 24,003,000 shares of Parent Common Stock issued and outstanding); (k) contemporaneously with the closing of the Merger, the Parent, Leaseco, and the Buyer shall execute the Split-Off Agreement, which Split-Off is effective simultaneous with the Closing of the Merger; and (l) the Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected changed its name to fail to meet such Stock Exchange’s continued listing requirements name as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered is acceptable to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further additional conditions: (a) The the Parent Parties shall have duly performed obtained (and shall have provided copies thereof to the Company and its Subsidiaries) all of their obligations hereunder the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Parent, except for any the failure of which to be performed obtain or effect would not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.this Agreement; (b) All of the representations and warranties of the Parent Parties contained set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) Agreement shall be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak Effective Time as though made as of a specific datethe Effective Time, in which case except to the extent that the inaccuracy of any such representations representation or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and warranties need only to be true and correct as of such)any such inaccuracies, individually or in the case of (i) and (ii)aggregate, other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Parent Material Adverse Effect for purposes of this Section 5.3(b)); (c) Since each of the date Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk.or prior to the Effective Time; (d) The Company no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Parent Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have received delivered to the Company a certificate signed by an authorized officer of (the “Parent Certificate”) to the effect that each of the Parent Parties certifying the satisfaction of the conditions set forth specified in clauses (a) through (cd) (insofar as clause (d) relates to Legal Proceedings involving the Parent) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been 5.3 is satisfied in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties.all respects; (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected received from Gottbetter & Partners, LLP, counsel to the board of directors of ParentParent and the Acquisition Subsidiary, effective at an opinion with respect to the Effective Time. (h) The Domesticated Parent Common Shares matters set forth in Exhibit D attached hereto, addressed to the Company and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and dated as of the Closing Date; (g) the total number of shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall equal 12,625,000 shares, Parent shall not have received any written notice from after giving effect to the Stock Exchange that it has failedSplit and the Split-Off, or would but excluding (ii) the shares of Parent Common Stock to be issued to accredited investors in the Private Placement Offering; (h) each of Xxxxxx X. Tower, W. Xxxx Xxxxxx and Xxxx X. Xxxxx shall have executed an employment agreement reasonably be expected satisfactory to fail Xxxxxx X. Tower, W. Xxxx Xxxxxx and Xxxx X. Xxxxx, as the case may be, and Parent and the Company related to meet such Stock Exchange’s continued listing requirements as the employment of immediately following the Closing for any reasonXxxxxx X. Tower, where such notice has not been subsequently withdrawn W. Xxxx Xxxxxx and Xxxx X. Xxxxx by the Stock Exchange or the underlying failure appropriately remedied or satisfied.Surviving Corporation; (i) The Domestication the Parent shall have been completed as provided in ARTICLE II and a time-stamped copy of adopted the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company.Parent Option Plan; (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under received a certificate of Parent’s transfer agent and registrar certifying that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release as of the Company as a guarantor Closing Date there are 58,570,769 shares of Parent Common Stock issued and outstanding (without giving effect to the Oramed Note as set forth 45,945,769 shares of Parent Common Stock to be retired in that certain Subsidiary Guarantee, dated September 21, 2023, by connection with the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The PreSplit-Signing Certificate of Merger shall have become effective in accordance with its terms Off and the DGCLshares of Parent Common Stock issued in the Private Placement Offering).

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing is subject to the satisfaction, or the waiver at the Company’s discretion, of all of the following further conditions: (a) (i) The Parent Parties and Target Company as Acquisition Subsidiary shall have duly performed in all material respects all of their respective obligations hereunder required to be performed by them it at or prior to the Closing Date in all material respectsDate, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (bii) All of the representations and warranties of the Parent Parties and Acquisition Subsidiary contained in ARTICLE V of this Agreement, and in any certificate or other writing delivered by Parent or the Acquisition Subsidiary pursuant hereto, disregarding all qualifications and exceptions expectations contained herein therein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) shall be true and correct in all material respects at and as of the date Closing Date, as if made at and as of this Agreement such date, and (iiiii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific date, in which case such representations and warranties need only to be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company shall have received a certificate signed by an authorized officer of each of Parent and the Parent Parties certifying to the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3foregoing effect. (eb) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company Ordinary Shareholders and common shareholders as the case may be s each Additional Agreement to which it is a party. . VIII.INDEMNIFICATION VIII.1.Indemnification of Company. Parent (g“Parent Indemnifying Party”) The directors designated by the Company shall have been appointed or elected hereby agrees to indemnify and hold harmless to the board fullest extent permitted by applicable law the Company, each of directors its Affiliates and each of Parentits and their respective members, effective at the Effective Time. managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees (heach a “Company Indemnified Party”), against and in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing (all of the Domesticated foregoing collectively, “Losses”) incurred or sustained by any Company Indemnified Party as a result of or in connection with (a) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the Parent Common Shares and Domesticated contained herein or in any of the Additional Agreements or any certificate or other writing delivered pursuant hereto, (b) any Actions by any third parties with respect to the Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange(including breach of contract claims, and as violations of warranties, trademark infringement, privacy violations, torts or consumer complaints) for any period on or prior to the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the ---------------------------------------- Company to consummate the Closing is Merger and the transactions contemplated hereby shall be subject to the satisfaction, or the waiver at the Company’s discretion, of all fulfillment of the following further conditionsconditions unless waived by the Company: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent Parties contained and Merger Sub set forth in ARTICLE V Article IV (which for purposes of this Agreement, disregarding all qualifications and exceptions paragraph (a) shall be read as though none of them contained herein relating to materiality or Parent any Material Adverse Effect, regardless of whether it involved a known risk, shall: (iEffect or materiality qualifier) shall be true and correct at in all respects on and as of the date of this Agreement Closing Date with the same effect as though made on and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific date, in which case such representations and warranties need only made as of a specified date, the accuracy of which will be determined as of the specified date), except where the failure of the representations and warranties in the aggregate to be true and correct as of such), in the case of (i) and (ii), other than as all respects would not in the aggregate reasonably be expected to have a Parent Material Adverse EffectEffect on Parent. (b) Parent shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Effective Time. (c) Parent shall have furnished the Company with a certificate dated the Closing Date signed on behalf of it by its President or any Vice President to the effect that the conditions set forth in Sections 6.2(a) and (b)have been satisfied. (d) Since the date of this Agreement, no Parent there shall not have been and be continuing a Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3on Parent. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parentreceived an opinion from Fenwick & West LLP, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of dated the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy based upon certain factual representations of the Certificate Company and Parent reasonably requested by such counsel, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Domestication issued by the Secretary of State Section 368(a) of the State of Delaware in relation thereto Code, provided, however, that if -------- ------- Fenwick & West LLP does not render such opinion, this condition shall have been delivered nonetheless be deemed to be satisfied with respect to the Company if counsel to Parent renders such opinion to the Company. (jf) The Investment Management Trust Agreement Parent shall have been amended solely to the extent necessary to enable the intended effects taken all requisite action in order that each of the Amended Underwriting Agreement without breach ofChief Executive Officer of Parent as of immediately following the Effective Time and Xxxxx X. Xxxxxx shall, effective upon the Effective Time, become members of Parent's Board of Directors, provided that if Parent shall -------- have taken all such requisite action and either of such persons shall be unable or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company unwilling to serve as a guarantor director of the Oramed Note as set forth in that certain Subsidiary GuaranteeParent, dated September 21, 2023, by the Company and certain other parties theretothis condition shall nevertheless be deemed satisfied. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing is Merger shall be subject to the satisfaction, fulfillment at or prior to the waiver at the Company’s discretion, of all Closing of the following further additional conditions: (a) The Each representation and warranty of the Parent Parties contained in this Agreement, to the extent qualified by materiality (including a Parent Material Adverse Effect qualification), shall have duly performed been true and correct in all of their obligations hereunder required to be performed by them at or prior respects and, to the Closing Date extent not so qualified, shall have been true and correct in all material respects, unless in each case when made and on and as of the applicable obligation has date hereof and on the Closing Date as though made on and as of such date (except for representations and warranties made as of a specified date, which, to the extent qualified by materiality qualifier in which case it (including a Parent Material Adverse Effect qualification), shall be duly performed have been true and correct in all respects and, to the extent not so qualified, shall have been true and correct in all material respects, as the case may be, only as of the specified date), and the Company shall have received a certificate to such effect from a senior executive officer of the Parent. (b) All The Parent and Merger Sub shall have performed and complied in all material respects with all agreements, obligations, and conditions required by this Agreement to be performed or complied with by them on or prior to the Closing, and the Company shall have received a certificate to such effect from a senior executive officer of the representations and warranties of the Parent Parties contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific date, in which case such representations and warranties need only to be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse EffectParent. (c) The Parent and Merger Sub shall have obtained all permits, authorizations, consents, and approvals required on their part to perform their obligations under, and consummate the transactions contemplated by, this Agreement, in form and substance satisfactory to the Company, and the Company shall have received evidence satisfactory to it of the receipt of such permits, authorizations, consents, and approvals. (d) Since the date of this Agreement, no there shall not have occurred or come into existence any change, event, occurrence, state of facts or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect has occurred that is continuingEffect, regardless and the Company shall have received a certificate to such effect from a senior executive officer of whether it involved a known riskthe Parent. (de) The Company shall have received an opinion of the General Counsel’s office of the Parent and an opinion of Oxxxxxxxxxx Wxxxx & Dxxxxxxx LLP, counsel to the Parent, each dated the Closing Date, in form and substance reasonably satisfactory to the Company, to the effect set forth in Exhibit 6.3(e) hereto. (f) The Company shall have received a certificate signed by an authorized officer written opinion of each Pxxxxxx Coie LLP, in form and substance reasonably satisfactory to the Company, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368 of the Parent Parties certifying Code (including the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable Tax consequences to the Parent Parties. (f) Each holders of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock ExchangeStock), and as of the Closing Date, Parent such opinion shall not have received any written notice from been withdrawn. The Company, Parent and Merger Sub shall execute and deliver to Pxxxxxx Coie LLP certificates substantially in the Stock Exchange that it has failed, form attached hereto as Exhibits 6.3(f)-1 and 6.3(f)-2 at such time or would times as may be reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as requested by Pxxxxxx Coie LLP in connection with the delivery of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfiedits opinion provided herein. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is Merger and the transactions contemplated hereby shall be subject to the satisfaction, or the waiver at the Company’s discretion, of all fulfillment of the following further conditionsconditions unless waived by the Company: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the each of Parent Parties contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) Sub shall be true and correct at on the date hereof and on and as of the date of this Agreement Closing Date as though made on and (ii) be true and correct as of the Closing Date (other than in each case except for representation representations and warranties that speak made as of a specific specified date, in which case such representations and warranties need only to be true and correct only as of such), in the case of (i) and (iispecified date), other than as such breaches of representations and warranties which would not have or which would not be reasonably expected to have, in the aggregate reasonably aggregate, a material adverse effect on Parent. (b) Each of Parent and Sub shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be expected performed and complied with by it hereunder at or prior to have a Parent Material Adverse Effectthe Effective Time. (c) Since Parent and Sub shall have delivered to the date Company a certificate, dated as of this Agreementthe Closing Date and signed by its Chairman, no Parent Material Adverse Effect has occurred that is continuingChief Executive Officer and President or a Senior Vice President, regardless certifying as to the satisfaction of whether it involved a known riskthe matters described in (a) and (b) above. (d) The Company shall have received an opinion dated as of the date of the mailing of the Proxy Statement of Xxxxxxx Xxxxx Rose & White LLP, which opinion has not been withdrawn or modified in any material way, substantially in the form of Exhibit 6.2(d), to the effect that (1) the Merger will constitute a certificate signed reorganization within the meaning of Section 368(a) of the Code and (2) no gain or loss will be recognized by Company Shareholders with respect to shares of Parent Common Stock received in the Merger in exchange for shares of Company Common Stock, except with respect to cash received in lieu of fractional shares of Parent Common Stock; and the Company shall further have received an authorized officer opinion of Xxxxxxx Xxxxx Xxxx & White LLP dated as of the Closing Date, in form reasonably satisfactory to the Company, to the effect that, (A) each of Parent and Sub are corporations duly organized, existing and in good standing under the laws of their respective states of incorporation, (B) this Agreement was duly authorized by Parent Parties certifying and Sub and constitutes a valid and binding agreement enforceable against each of Parent and Sub in accordance with its terms, and (C) the satisfaction shares of Parent Common Stock to be issued in the conditions set forth Merger have been duly authorized and are validly issued, fully paid and nonassessable, have been registered under the Securities Act pursuant to a registration statement that has been declared effective and as to which, to the best of its knowledge, no stop order has been issued or is threatened. In rendering the tax opinions referenced in clauses (a1) through and (c2) above, Xxxxxxx Xxxxx Rose & White LLP, may require and rely on representations contained in certificates of Parent, the Company, Sub and others and in the tax representation letters provided for in Section 5.1(m) above, as E-42 they deem reasonably appropriate. In the corporate opinions referred to in (A), (B) and (C) above, Xxxxxxx Xxxxx Xxxx & White LLP may rely on representations contained in certificates of Parent, the Company, Sub and others, on certificates of public officials, and on opinions of local legal counsel, as it deems appropriate, and shall be entitled to render the opinion in such form and with such qualifications as is customary for such firm in rendering similar opinions in transactions of this Section 8.3nature. (e) From The Company shall have received a letter, in form and substance reasonably satisfactory to the Company, from KPMG Peat Marwick LLP, dated the date hereof until of the ClosingProxy Statement and confirmed in writing at the Effective Time, stating that the Parent Parties shall have been in material compliance with Merger will qualify as a pooling of interests transaction under Opinion 16 of the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent PartiesAccounting Principles Board. (f) Each of the Parent Parties The Company shall have executed and delivered to received from Parent the Company each Additional Agreement to which it is a party"comfort" letters of Deloitte & Touche LLP described in Section 5.2(e). (g) The directors designated by the Company shall have been appointed or elected to received an opinion from the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and Company Broker dated as of the Closing Datedate of mailing of the Proxy Statement to the effect that, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reasondate thereof, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered Ratio is fair to the CompanyCompany Shareholders from a financial point of view. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, satisfaction (or the waiver at by the Company’s discretion, of all ) of the following further additional conditions: (a) The the Parent Parties shall have duly performed obtained (and shall have provided copies thereof to the Company) the written consents or approvals of (i) all of their obligations hereunder required to be performed by them at or prior the members of its Board of Directors of Parent, (ii) all the stockholders of Parent, (iii) all of the members of the Board of Directors of Acquisition Subsidiary, and (iv) the sole stockholder of Acquisition Subsidiary, in each case to the Closing Date execution, delivery and performance by each such entity of this Agreement and/or the other Transaction Documentation to which each such entity is a party, in all material respects, unless form and substance reasonably satisfactory to the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.Company; (b) All the Parent shall have obtained (and shall have provided copies thereof to the Company) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices set forth on Schedule 5.3(b), except for waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Parent Parties contained set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating Agreement (when read without regard to any qualification as to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (iEffect contained therein) shall be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date Effective Time as though made as of the Effective Time (other than in each case except for provided, however, that to the extent such representation and warranties that speak as of a specific warranty expressly relates to an earlier date, in which case such representations representation and warranties need only to warranty shall be true and correct as of suchsuch earlier date), except for any untrue or incorrect representations and warranties that, individually or in the case of (i) and (ii)aggregate, other than as would do not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.; (cd) Since each of the date Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of this Agreementor prior to the Effective Time, no except for such non-performance or non-compliance as does not have a Parent Material Adverse Effect has occurred that is continuing, regardless or a material adverse effect on the ability of whether it involved a known risk.the Parties to consummate the transactions contemplated by this Agreement; (de) The Company no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) the Board of Directors of the Parent and the stockholders of the Parent shall each have adopted the 2024 Plan (such stockholder approval subject to effectiveness in accordance with Regulation 14C of the Exchange Act, if applicable), and the Board of Directors of the Parent shall have received approved the assumption of the Company Equity Plans and the Company Options; (g) the Parent shall have delivered to the Company a certificate signed executed by an authorized officer the Chief Executive Officer or President of the Parent (the “Parent Certificate”) to the effect that each of the Parent Parties certifying the satisfaction conditions specified in clause (b) of the conditions set forth in Section 5.1 and clauses (a) through (ce) (insofar as clause (e) relates to Legal Proceedings involving the Parent or the Acquisition Subsidiary) of this Section 8.3.5.3 has been satisfied in all respects; (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (fh) Each of the Parent Parties and Acquisition Subsidiary shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated certificate, validly executed by the Company shall have been appointed or elected Secretary of the Parent and the Secretary of the Acquisition Subsidiary, as applicable, certifying as to (i) true, correct and complete copies of its certificate of incorporation and bylaws; (ii) the valid adoption of resolutions of the board of directors and stockholders of Parentthe Parent or Acquisition Subsidiary, effective at the Effective Time. as applicable (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Timewhereby this Agreement, the listing application for Merger and the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been transactions contemplated hereunder were unanimously approved by the applicable Stock Exchangeboard of directors and, and as if requested, the requisite vote of the Closing Date, stockholders of Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. Acquisition Subsidiary, as applicable); (iiii) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by good standing certificate from the Secretary of State of the State of Delaware dated within five (5) Business Days prior to the Closing Date; (iv) incumbency of the officers of the Parent or the Acquisition Subsidiary, as applicable, executing this Agreement or any other agreement contemplated by this Agreement; and (v) a true, correct and complete list of all stockholders of Parent as of immediately prior to the Effective Time and the shares of Parent Common Stock held by each such stockholder that are then-outstanding, which shares shall equal, in relation thereto the aggregate, 1,375,000 shares of Parent Common Stock; (i) the Share Cancellation Agreements executed by certain stockholders of the Parent concurrently with this Agreement shall be in full force and effect and shall not have been delivered to revoked, rescinded or otherwise repudiated by such stockholders of the Company.Parent; (j) The Investment Management Trust Agreement the Parent shall have delivered to the Company (i) evidence that the Parent’s Board of Directors is, as of the Effective Time, authorized to consist of four (4) individuals, (ii) evidence of the resignations of all individuals who served as directors and/or officers of the Parent as of immediately prior to the Effective Time, which resignations shall be effective as of the Effective Time, (iii) evidence of the appointment of the following persons to serve as directors immediately following the Effective Time: Xxxxx Xxxx Xxxxxxxxx designated as a Class I director, Xxxx Xxxxxx designated as a Class II directors and Xxxx Xxxxx and Xxxxxxx Xxxxxxx designated as Class III directors, and (iv) evidence of the appointment of such executive officers of the Parent to serve immediately following the Effective Time as shall have been amended solely to designated by the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach ofCompany, or other conflict withincluding Xxxx Xxxxx, the Investment Management Trust Agreement as so amendedChief Executive Officer and President, and Xxxxxxx Xxxxxxx, President and Chief Operating Officer. (k) Scilex Holding Company the Auditor Letter shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Notebeen furnished to the Parent and the Parent shall have delivered a copy of such Auditor Letter to the Company, dated September 21, 2023 (and the “Oramed Note”), or (ii) obtained Parent Auditor shall have consented to the full release filing of the Company as a guarantor of Auditor Letter in the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto.Super 8-K; (l) The Domesticated the Parent Certificate shall be in compliance in all material respects with all requirements of Designations applicable securities laws, including, without limitation, the filing of reports required by the Exchange Act, and shall have been filed with, and accepted by, taken all actions with respect thereto as shall be required or reasonably requested by the Secretary of State of the State of Delaware.Company in connection therewith; (m) The the Parent shall have delivered to the Company a payoff letter executed by the individual listed on Schedule 5.3(m) (the “Debt Holder”) in a form reasonably acceptable to the Company and the Debt Holder (the “Payoff Letter”) setting forth (x) the amount required to pay off the indebtedness owing to the Debt Holder, not to exceed $75,000, (y) upon payment of such amount, the termination of the contract with respect to such indebtedness and release of the Parent therefrom, and (z) Debt Xxxxxx’s commitment to release all liens that the Debt Holder may hold on the Parent prior to the Closing Date or an authorization for the Parent to do so; and (n) the Parent shall have delivered the Pre-Signing Certificate of Merger shall have become effective in accordance with its terms Indemnity Agreements to the Company, duly executed by the Parent and the DGCLParent Indemnified Executives.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further additional conditions: (a) The the Parent Parties and the Acquisition Subsidiary shall have duly performed obtained (and shall have provided copies thereof to the Company) all of their obligations hereunder the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Parent, except for any the failure of which to be performed obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.this Agreement; (b) All of the representations and warranties of the Parent Parties contained and the Acquisition Subsidiary set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating Agreement (when read without regard to any qualification as to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (iEffect contained therein) shall be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date Effective Time as though made as of the Effective Time (other than in each case except for provided, however, that to the extent such representation or warranty expressly relates to an earlier date, such representation and warranties that speak as of a specific date, in which case such representations and warranties need only to warranty shall be true and correct as of suchsuch earlier date), except for any untrue or incorrect representation and warranty that, individually or in the case of (i) and (ii)aggregate, other than as would do not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) Since each of the date Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk.or prior to the Effective Time; (d) The no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have delivered to the Company a certificate (the “Parent Certificate”) to the effect that each of the conditions specified in clauses (b) and (c) (with respect to the Parent’s due diligence of the Company) of Section 5.1 and clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Parent and its Subsidiaries) of this Section 5.3 is satisfied in all respects; (f) the Company shall have received from Gottbetter & Partners, LLP, counsel to the Parent and the Acquisition Subsidiary, an opinion addressed to the Company and dated as of the Closing Date; (g) the total number of shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall equal 4,540,000 shares, excluding (i) the shares of Parent Common Stock to be issued in the Private Placement Offering, including the shares to be issued upon the conversion of the Conversion Notes (ii) the issuance of the Merger Shares to be issued in connection with the Merger; and (iii) the issuance of shares of Parent Common Stock to be issued upon conversion of the principal amount due on the Company’s Bridge Notes, but including (iv) the shares to be cancelled pursuant to the Share Contribution. (h) the Parent shall have assumed the executive employment agreements of the Company with each of Xxxxxx Xxxxxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxx; (i) the Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares ’s transfer agent and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and registrar certifying that as of the Closing Date, Date there are 4,540,000 shares of Parent shall not have received any written notice from the Common Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. issued and outstanding (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered without giving effect to the Company.3,500,000 shares of Parent Common Stock to be cancelled in connection with the Split-Off); (j) The Investment Management Trust Agreement contemporaneously with the closing of the Merger and in connection with the Split-Off, Buyer shall have been amended solely delivered irrevocable instructions to the extent necessary to enable Parent’s transfer agent for the intended effects cancellation of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended.3,500,000 shares of Parent Common Stock; (k) Scilex Holding Company the pre-Merger officers and directors of the Parent shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release resigned as of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto.Effective Time; (l) The Domesticated Parent Certificate of Designations Xxxxxx Xxxxx shall have been filed withbe appointed to serve as the Parent’s President and Chief Executive Officer and Xxxxxx Xxxxxxxxxx to serve as the Parent’s Secretary, Treasurer and accepted by, the Secretary of State of the State of Delaware.Chief Operating Officer; (m) The Pre-Signing Certificate each of Merger Xxxxxx Xxxxxxxxxx, Xxxxxx Xxxxx and Xxxxx Xxxxxx shall have become effective in accordance with its terms and be appointed to serve on the DGCLBoard of Directors of Parent.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, satisfaction (or the waiver at by the Company’s discretion, of all ) of the following further additional conditions: (a) The the Parent Parties shall have duly performed obtained (and shall have provided copies thereof to the Company) all of their obligations hereunder the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Parent, except for any the failure of which to be performed obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.this Agreement; (b) All of the representations and warranties of the Parent Parties contained set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating Agreement (when read without regard to any qualification as to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (iEffect contained therein) shall be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date Effective Time as though made as of the Effective Time (other than in each case except for provided, however, that to the extent such representation or warranty expressly relates to an earlier date, such representation and warranties that speak as of a specific date, in which case such representations and warranties need only to warranty shall be true and correct as of suchsuch earlier date), except for any untrue or incorrect representation and warranty that, individually or in the case of (i) and (ii)aggregate, other than as would does not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) Since each of the date Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk.or prior to the Effective Time; (d) The no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have delivered to the Company a certificate (the “Parent Certificate”) to the effect that each of the conditions specified in clause (c) (with respect to the Parent’s due diligence of the Company) of Section 5.1 and clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Parent and the Parent Subsidiaries) of this Section 5.3 is satisfied in all respects; (f) the total number of shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall equal such number of shares of the Parent Common Stock as would represent not more than 19.9% of the total issued and outstanding Parent Common Stock immediately following the Closing of the Merger, exclusive of any shares of Parent Common Stock that shall be issued in exchange for any Oversubscription Securities; (g) the Parent shall have adopted the Parent Option Plan, in substantially the form attached hereto as Exhibit H; (h) the Company shall have received a certificate signed by an authorized officer of each Parent’s transfer agent and registrar certifying that as of the Closing Date there are 5,465,000 shares of Parent Parties certifying Common Stock issued and outstanding (after giving effect to the satisfaction Parent Pre-Merger Transactions, excluding the Parent Contractual Agreement Share Cancellations); (i) prior to the Closing of the conditions set forth in clauses (a) through (c) of this Section 8.3.Merger, the Parent, the Split-Off Subsidiary and the Buyer shall execute the Split-Off Agreement and consummate the Split-Off and the transactions contemplated thereby, with evidence thereof which is reasonably satisfactory to legal counsel to the Company being provided to the Company; (ej) From prior to the date hereof until Closing of the ClosingMerger, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to consummated the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered Pre-Merger Transactions, with evidence thereof which is reasonably satisfactory to legal counsel to the Company each Additional Agreement being provided to which it is a party.the Company; and (gk) The directors designated by the Company shall have been appointed or elected received from Gottbetter & Partners, LLP, counsel to the board of directors of ParentParent and the Acquisition Subsidiary, effective at an opinion in the Effective Time. (h) The Domesticated Parent Common Shares form attached hereto as Exhibit N, addressed to the Company and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and dated as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, satisfaction (or the waiver at by the Company’s discretion, of all ) of the following further additional conditions: (a) The the Parent Parties shall have duly performed obtained (and shall have provided copies thereof to the Company) the written consents of (i) all of their obligations hereunder required to be performed by them at or prior the members of its Board of Directors of Parent, (ii) all the stockholders of Parent, (iii) all of the members of the Board of Directors of Acquisition Subsidiary, and (iv) the sole stockholder of Acquisition Subsidiary, in each case to the Closing Date execution, delivery and performance by each such entity of this Agreement and/or the other Transaction Documentation to which each such entity is a party, in all material respects, unless form and substance reasonably satisfactory to the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.Company; (b) All the Parent shall have obtained (and shall have provided copies thereof to the Company) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices set forth on Schedule 5.3(b), except for waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Parent Parties contained set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating Agreement (when read without regard to any qualification as to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (iEffect contained therein) shall be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date Effective Time as though made as of the Effective Time (other than in each case except for provided, however, that to the extent such representation and warranties that speak as of a specific warranty expressly relates to an earlier date, in which case such representations representation and warranties need only to warranty shall be true and correct as of suchsuch earlier date), except for any untrue or incorrect representations and warranties that, individually or in the case of (i) and (ii)aggregate, other than as would do not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.; (cd) Since each of the date Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of this Agreementor prior to the Effective Time, no except for such non-performance or non-compliance as does not have a Parent Material Adverse Effect has occurred that is continuing, regardless or a material adverse effect on the ability of whether it involved a known risk.the Parties to consummate the transactions contemplated by this Agreement; (de) The Company no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) the Board of Directors of the Parent and the stockholders of the Parent shall each have adopted the 2021 Plan (such stockholder approval subject to effectiveness in accordance with Regulation 14C of the Exchange Act, if applicable), and the Board of Directors of the Parent shall have received approved the assumption of the Company’s 2014 Long Term Stock Incentive Plan and the Company Options; (g) the Parent shall have delivered to the Company a certificate signed executed by an authorized officer the Chief Executive Officer or President of the Parent (the “Parent Certificate”) to the effect that each of the Parent Parties certifying the satisfaction conditions specified in clause (b) of the conditions set forth in Section 5.1 and clauses (a) through (ce) (insofar as clause (e) relates to Legal Proceedings involving the Parent or the Acquisition Subsidiary) of this Section 8.3.5.3 has been satisfied in all respects; (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (fh) Each of the Parent Parties and Acquisition Subsidiary shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated certificate, validly executed by the Company shall have been appointed or elected Secretary of the Parent and the Secretary of the Acquisition Subsidiary, as applicable, certifying as to (i) true, correct and complete copies of its certificate of incorporation and bylaws; (ii) the valid adoption of resolutions of the board of directors and stockholders of Parentthe Parent or Acquisition Subsidiary, effective at the Effective Time. as applicable (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Timewhereby this Agreement, the listing application for Merger and the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been transactions contemplated hereunder were unanimously approved by the applicable Stock Exchangeboard of directors and, and as if requested, the requisite vote of the Closing Date, stockholders of Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. Acquisition Subsidiary, as applicable); (iiii) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by good standing certificate from the Secretary of State of the State of Delaware dated within five (5) Business Days prior to the Closing Date; (iv) incumbency of the officers of the Parent or the Acquisition Subsidiary, as applicable, executing this Agreement or any other agreement contemplated by this Agreement; and (v) a true, correct and complete list of all stockholders of Parent as of immediately prior to the Effective Time and the shares of Parent Common Stock held by each such stockholder that are then-outstanding, which shares shall equal, in relation thereto the aggregate, 2,975,000 shares of Parent Common Stock; (i) the Share Cancellation Agreements executed by certain stockholders of the Parent concurrently with this Agreement shall be in full force and effect and shall not have been delivered to revoked, rescinded or otherwise repudiated by such stockholders of the Company.Parent; (j) The Investment Management Trust Agreement the Parent shall have delivered to the Company (i) evidence that the Parent’s Board of Directors is, as of the Effective Time, authorized to consist of seven (7) individuals, (ii) evidence of the resignations of all individuals who served as directors and/or officers of the Parent as of immediately prior to the Effective Time, which resignations shall be effective as of the Effective Time, (iii) evidence of the appointment of the following persons to serve as directors immediately following the Effective Time: with Xxxx Xxxxx, Xxxx Xxxxx and Xxxx Xxxxxxxx designated Class I directors, Xxxxx Xxxx and Xxx Xxxxxxxx, Xx. designated Class II directors and Xxxxx (Xxx) X. Xxxx and Xxxxxxx X. Xxxxx designated Class III directors, and (iv) evidence of the appointment of such executive officers of the Parent to serve immediately following the Effective Time as shall have been amended solely to designated by the extent necessary to enable the intended effects Company, including: Xxxx Xxxxx, Chief Executive Officer; Xxxx Xxxxx, Chief Operating Officer; Xxxx Xxxx, Chief Financial Officer, and Xxxx Xxxxxxx, Vice President of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended.Sales; (k) Scilex Holding Company the Auditor Letter shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Notebeen furnished to the Parent and the Parent shall have delivered a copy of such Auditor Letter to the Company, dated September 21, 2023 (and the “Oramed Note”), or (ii) obtained Parent Auditor shall have consented to the full release filing of the Company as a guarantor of Auditor Letter in the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto.Super 8-K; (l) The Domesticated the Parent Certificate shall be in compliance in all material respects with all requirements of Designations applicable securities laws, including, without limitation, the filing of reports required by the Exchange Act, and shall have been filed with, and accepted by, taken all actions with respect thereto as shall be required or reasonably requested by the Secretary of State of the State of Delaware.Company in connection therewith; (m) The the Parent shall have delivered to the Company a payoff letter executed by the individual listed on Schedule 5.3(m) (the “Debt Holder”) in a form reasonably acceptable to the Company and the Debt Holder (the “Payoff Letter”) setting forth (x) the amount required to pay off the indebtedness owing to the Debt Holder, not to exceed $50,000, (y) upon payment of such amount, the termination of the contract with respect to such indebtedness and release of the Parent therefrom, and (z) Debt Holder’s commitment to release all liens that the Debt Holder may hold on the Parent prior to the Closing Date or an authorization for the Parent to do so; and (n) the Parent shall have delivered the Pre-Signing Certificate of Merger shall have become effective in accordance with its terms Indemnity Agreements to the Company, duly executed by the Parent and the DGCLParent Indemnified Executives.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further additional conditions: (a) The the Parent Parties shall have duly performed obtained (and shall have provided copies thereof to the Company and its Subsidiaries) all of their obligations hereunder the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Parent, except for any the failure of which to be performed obtain or effect would not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.this Agreement; (b) All of the representations and warranties of the Parent Parties contained set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) Agreement shall be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak Effective Time as though made as of a specific datethe Effective Time, in which case except to the extent that the inaccuracy of any such representations representation or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and warranties need only to be true and correct as of such)any such inaccuracies, individually or in the case of (i) and (ii)aggregate, other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Parent Material Adverse Effect for purposes of this Section 5.3(b)); (c) Since each of the date Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk.or prior to the Effective Time; (d) The Company no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Parent Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have received delivered to the Company a certificate signed by an authorized officer of (the "Parent Certificate") to the effect that each of the Parent Parties certifying the satisfaction of the conditions set forth specified in clauses (a) through (ce) (insofar as clause (e) relates to Legal Proceedings involving the Parent) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been 5.3 is satisfied in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties.all respects; (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected received from Gottbetter & Partners, LLP, counsel to the board of directors of ParentParent and the Acquisition Subsidiary, effective at an opinion with respect to the Effective Time. (h) The Domesticated Parent Common Shares matters set forth in Exhibit D attached hereto, addressed to the Company and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and dated as of the Closing Date; (g) the total number of shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall equal 11,750,000 shares, Parent shall not have received any written notice from after giving effect to the Stock Exchange that it has failedSplit and the Split-Off, or would reasonably but excluding the shares of Parent Common Stock to be expected issued to fail accredited investors in the Private Placement Offering; (h) each of Karl W. Miller, Martin Quinn and Denis Gagnon shall have executed an xxxxxxxxxx xxxeexxxx xxxxxxxbly sxxxxxxxxxxx to meet such Stock Exchange’s continued listing requirements Karl W. Miller, Martin Quinn and Denis Gagnon, as the case may be, anx Xxxxxx xxx xhe Xxxxxxx xxxated xx xxx xxxxxyment of immediately following the Closing for any reasonKarl W. Miller, where such notice has not been subsequently withdrawn Martin Quinn and Denis Gagnon by the Stock Exchange or the underlying failure appropriately remedied or satisfied.Surviving Entity; (ix) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of xxx Xxxxxt shaxx xxxx xxxxted the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company.Parent Option Plan; (j) The Investment Management Trust Agreement the Company shall have been amended solely received a certificate of Parent's transfer agent and registrar certifying that as of the Closing Date there are 11,750,000 shares of Parent Common Stock issued and outstanding (without giving effect to the extent necessary 5,000,000 shares of Parent Common Stock to enable be retired in connection with the intended effects Split-Off and the shares of Parent Common Stock issued in the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended.Private Placement Offering); (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release aggregate number of shares of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, Parent Common Stock owned by the Company Members and certain other parties thereto.the investors in the Private Placement Offering constitute at least 80% of the outstanding capital stock of the Parent at the time of the Closing; and (l) The Domesticated Parent Certificate contemporaneously with the closing of Designations shall have been filed withthe Merger, the Parent, Leasco, and accepted bythe Buyer shall execute the Split-Off Agreement, which Split-Off is effective simultaneous with the Secretary of State of the State of DelawareMerger. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the ---------------------------------------- Company to consummate the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further additional conditions: (a) The Parent Parties Entrust shall have duly performed all of their obligations hereunder required to be performed by them at or prior filed a Nasdaq Notice with Nasdaq with respect to the Closing Date in all material respects, unless listing of the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.Merger Shares thereon; (b) All of [intentionally omitted]; (c) the representations and warranties of Entrust and the Parent Parties contained Transitory Subsidiary set forth in ARTICLE V the first sentence of this Agreement, disregarding all qualifications Section 3.1 and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) in Section 3.3 shall be true and correct at (i) as of the date hereof and (ii) as of the Closing as though made on and as of the date Closing, and any other representations and warranties of Entrust and the Transitory Subsidiary set forth in this Agreement shall be true and correct (determined without regard to any materiality qualifiers, including without limitation, "Entrust Material Adverse Effect") (i) as of the date hereof and (ii) be true and correct as of the Closing Date Closing, as though made on and as of the Closing, except for such inaccuracies as would not have an Entrust Material Adverse Effect (other than in each case except for representation and warranties that speak as of a specific date, in which case such representations and warranties need only to be true and correct as of such), in the case result of (i) and general economic conditions, (ii)) business and economic conditions generally affecting the Internet infrastructure industry, other than as would not (iii) liabilities directly incurred in connection with this Agreement or the aggregate reasonably be expected to have a Parent Material Adverse Effect. transactions contemplated hereby (c) Since including litigation brought or threatened against Entrust and/or the date Transitory Subsidiary or any member of either Entrust and/or the Transitory Subsidiary's Board of Directors in respect of this Agreement) or (iv) directly attributable to the announcement of the transactions contemplated hereby (including loss of personnel, no Parent Material Adverse Effect has occurred that is continuing, regardless customers or suppliers or the delay or cancellation of whether it involved a known risk.orders or products)); (d) The Company each of Entrust and the Transitory Subsidiary shall have received a certificate signed by an authorized officer performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of each of or prior to the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3.Effective Time; (e) From the date hereof until the Closing, the Parent Parties no Legal Proceeding of any Governmental Entity shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed be pending or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchangethreatened, and as no Legal Proceeding of the Closing Dateany party other than a Governmental Entity shall be pending, Parent shall not have received any written notice from the Stock Exchange that it has failedin either case, wherein an unfavorable judgment, order, decree, stipulation or injunction would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy prevent consummation of any of the Certificate of Domestication issued transactions contemplated by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust this Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.or

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further additional conditions: (a) The Parent Parties the Buyer shall have duly performed effected all of their obligations hereunder the registrations, filings and notices referred to in Section 4.2 which are required on the part of the Buyer, except for any which if not obtained or effected would not have a Buyer Material Adverse Effect or a material adverse effect on the ability of the Parties to be performed consummate the transactions contemplated by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.this Agreement; (b) All of the representations and warranties of the Parent Parties contained Buyer and the Transitory Subsidiary set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) Agreement shall be true and correct at and in all material respects, in each case as of the date of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case as though made as of the Closing, except for representation to the extent such representations and warranties that speak are specifically made as of a specific date, particular date (in which case such representations and warranties need only to shall be true and correct as of suchsuch date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.; (c) Since each of the date Buyer and the Transitory Subsidiary shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk.or prior to the Closing; (d) The no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Buyer shall have delivered to the Company the Buyer Certificate; (f) the Company shall have received a certificate signed by an authorized officer of each of from counsel to the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act Buyer and the Exchange Act applicable to Transitory Subsidiary an opinion in substantially the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered form attached hereto as EXHIBIT E, addressed to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and dated as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied.; and (ig) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have received such other certificates and instruments (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release including certificates of good standing of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms Buyer and the DGCLTransitory Subsidiary in their jurisdiction of organization, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing is shall be subject to the satisfactionsatisfaction (or waiver in writing by the Company to the extent permitted by applicable Law), at or prior to the waiver at the Company’s discretionClosing, of all each of the following further conditions: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All Each of the representations and warranties of Parent and the Parent Parties Merger Subs contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating without giving effect to any qualification as to materiality or Parent Material Adverse Effectcontained therein, regardless of whether it involved a known risk, shall: (i) shall be true and correct at and as of the date of this Agreement hereof and (ii) shall be true and correct as of the Closing Date as though made on and as of the Closing Date (other than in each case except for representation to the extent that such representations and warranties that by their terms speak as of a specific an earlier date, in which case such representations and warranties need only to they shall be true and correct as of suchsuch earlier date), except to the extent that the failure to be so true and correct would not, individually or in the case aggregate, have a material adverse effect on Parent’s ability to consummate the transactions contemplated by, and discharge its obligations under, this Agreement or the Ancillary Agreements. (b) Each of the covenants and agreements contained in this Agreement to be complied with or performed by Parent or the Merger Subs at or before the Closing shall have been complied with or performed in all material respects by Parent and/or the Merger Subs. (ic) and (ii)No event, other than as circumstance, change or condition shall have occurred since the date of this Agreement which has had or would not in the aggregate reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company Parent shall have received delivered to the Company a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and dated as of the Closing Date, certifying that the conditions specified in Sections 8.2(a) and 8.2(b) have been fulfilled. (e) Parent shall have delivered to the Company the Escrow Agreement, duly executed by Parent. (f) The value of the Parent Stock consideration deliverable pursuant to this Agreement for Company Capital Stock is reasonably expected by the parties as of the Closing Date to represent at least forty percent (40%) of the value of the total consideration deliverable pursuant to this Agreement for Company Capital Stock (with the value of the Parent Stock determined in accordance with Section 6.5(e)) (the “Consideration Value Condition”), or, if the Consideration Value Condition shall not have received any written notice from been met, Parent shall have notified the Stock Exchange Company in writing that it has failed, or would reasonably be expected will make the Consideration Adjustment pursuant to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfiedSection 2.10(a). (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is transactions contemplated by this Agreement shall be subject to the satisfaction, fulfilment or the waiver at the Company’s discretionwaiver, at or prior to the Closing, of all each of the following further conditions: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of Alchemy Prime Holdings and the Parent Parties Alchemy Companies contained in ARTICLE V of this Agreement, disregarding all qualifications the Ancillary Documents and exceptions contained herein relating to materiality any certificate or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) other writing delivered pursuant hereto shall be true and correct at in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and (ii) be true on and correct as of the Closing Date with the same effect as though made at and as of such date (other than in each case except for representation those representations and warranties that speak address matters only as of a specific specified date, in the accuracy of which case such representations and warranties need only to shall be true and correct determined as of suchthat specified date in all respects), in ; (b) the case Company has approved a reverse split of (i) and (ii), other than its common shares at a ratio of either 1-for-10 or 1-for 50 as would not in determined at the aggregate reasonably be expected to have a Parent Material Adverse Effect.discretion of the Board of Directors; (c) Since the date Company has approved and filed a Certificate of this Agreement, no Parent Material Adverse Effect has occurred Designation to authorize 3,000,000 shares of Series B Convertible Preferred Stock that is continuing, regardless have a conversion ratio of whether it involved a known risk.1 share of Series B Convertible Preferred converting into 100 shares of Company common stock; (d) The Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective (at the Effective Time. (hits option) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and file a time-stamped copy of the Certificate of Domestication issued by Amendment with the Secretary of State of Delaware amending the State name of Delaware the Company; (e) Alchemy Prime Holdings and the Alchemy Companies (as the case may be) has performed and complied in relation thereto all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; (f) no Action shall have been delivered to commenced against the Company. (j) The Investment Management Trust Agreement , or Alchemy Prime Holdings or the Alchemy Companies which would prevent the Closing. No injunction or restraining order shall have been amended solely issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby; (g) at Closing, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to the extent necessary to enable the intended effects result in a Material Adverse Effect; (h) Alchemy Prime Holdings shall have delivered each of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended.closing deliverables set forth in Section 2.04(a); and (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of has amended and restated its bylaws to include provisions which are equivalent to this found in bylaws customarily used by public companies in the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties theretoUnited States. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing is Merger shall be subject to the satisfaction, fulfillment at or prior to the waiver at the Company’s discretion, of all Closing of the following further additional conditions: (a) The Each representation and warranty of the Parent Parties contained in this Agreement, to the extent qualified by materiality (including a Parent Material Adverse Effect qualification), shall have duly performed been true and correct in all of their obligations hereunder required to be performed by them at or prior respects and, to the Closing Date extent not so qualified, shall have been true and correct in all material respects, unless in each case on and as of the applicable obligation has date hereof and on the Closing Date as though made on and as of such date (except for representations and warranties made as of a specified date, which, to the extent qualified by materiality qualifier in which case it (including a Parent Material Adverse Effect qualification), shall be duly performed have been true and correct in all respects and, to the extent not so qualified, shall have been true and correct in all material respects, as the case may be, only as of the specified date), and the Company shall have received a certificate to such effect from a senior executive officer of the Parent. (b) All The Parent and Merger Sub shall have performed and complied in all material respects with all agreements, obligations, and conditions required by this Agreement to be performed or complied with by them on or prior to the Closing, and the Company shall have received a certificate to such effect from a senior executive officer of the representations and warranties of the Parent Parties contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific date, in which case such representations and warranties need only to be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse EffectParent. (c) The Parent and Merger Sub shall have obtained all permits, authorizations, consents, and approvals required on their part to perform their obligations under, and consummate the transactions contemplated by, this Agreement, in form and substance satisfactory to the Company, and the Company shall have received evidence satisfactory to it of the receipt of such permits, authorizations, consents, and approvals. (d) Since the date of this Agreement, no there shall not have occurred or come into existence any change, event, occurrence, state of facts or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect has occurred that is continuingEffect, regardless and the Company shall have received a certificate to such effect from a senior executive officer of whether it involved a known riskthe Parent. (de) The Company shall have received from Hunton & Williams, LLP, counsel to the Company, a certificate signed by an authorized officer written opinion datex xxx Xxosing Date to the effect that for U.S. federal income tax purposes the Merger will constitute a "reorganization" within the meaning of each Section 368(a) of the Parent Parties certifying Code, provided that if Hunton & Williams LLP does not render such opinion, this condition shaxx xxxxxheless be satisfied if Perkins Coie LLP delivers such opinion to the satisfaction of Company. In renxxxxxx such opinion, counsel to the conditions Company shall be entitled to rely upon customary assumptions and representations reasonably satisfactory to such counsel, including representations set forth in clauses (a) through (c) certificates of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors officers of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares Merger Sub and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, satisfaction (or the waiver at by the Company’s discretion, of all ) of the following further additional conditions:; provided, however, that the conditions set forth in Section 5.3(b), (d), (e)(iii), (g), and (h) shall be deemed waived by the Company, unless the failure to meet such conditions is likely to result in aggregate Damages to the Company in excess of $20,000,000. No such deemed waiver shall limit Indemnified Securityholders’ right to seek indemnification pursuant to Article VI. (a) The Parent Parties Shareholder Approval shall have duly performed been obtained; (b) Parent and its Subsidiaries shall have obtained at their own expense (and shall have provided, or Made Available, copies thereof to the Company) all of their obligations hereunder the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as contemplated by Section 4.2, with respect to Governmental Entities, which are required to on the part of Parent or its Subsidiaries, except for (i) any waivers, permits, consents, approvals, licenses or other authorizations which may be performed by them at delivered or prior issued subsequent to the Closing Date pursuant to applicable law, rule or regulation relating to such waiver, permit, consent, approval, license or other authorization; and (ii) any failure to provide the appropriate notice or obtain the appropriate permit, authorization, consent or approval, or where any such conflict, breach, default, acceleration, termination, modification or cancellation, or any such imposition of any Security Interest, has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) The representations and warranties of Parent and the Transitory Subsidiary set forth in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of Parent and the Transitory Subsidiary that are not qualified as to materiality shall be true and correct in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent Parties contained in ARTICLE V of this Agreementeach case, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date Closing as though made as of this Agreement and (ii) the Closing, provided that, to the extent that any such representation or warranty speaks as of a specified date, it need only be true and correct as of such specified date, and Parent shall have delivered to the Closing Date (other than Company an unaudited consolidated balance sheet of Parent and unaudited consolidated statements of income, changes in each case except shareholders’ equity and cash flows for representation and warranties that speak the period ended as of a specific date, last day of the month prior to the month of the Closing; (d) Each of Parent and the Transitory Subsidiary shall have performed or complied with in which case such representations all material respects its agreements and warranties need only covenants required to be true and correct performed or complied with under this Agreement as of such)or prior to the Closing; (e) No Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, in the case of order, decree, stipulation or injunction would (i) and prevent consummation of the transactions contemplated by this Agreement, (ii)) cause the transactions contemplated by this Agreement to be rescinded following consummation, other than as would not or (iii) have, individually or in the aggregate reasonably be expected to have aggregate, a Parent Material Adverse Effect.; (cf) Since Parent shall have delivered, or Made Available, to the date of this Agreement, no Company the Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk.Certificate; (dg) The Company shall have received a certificate signed by an authorized officer such other certificates and instruments (including certificates of each good standing of Parent and the Parent Parties certifying Transitory Subsidiary in their jurisdiction of organization, certified charter documents, certificates as to the satisfaction incumbency of officers and the conditions set forth adoption of authorizing resolutions) as it shall reasonably request in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until connection with the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time.; (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time There shall have been approved no Parent Material Adverse Effect; provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been a Parent Material Adverse Effect: (i) any failure by Parent or its Subsidiaries to meet any internal or published projections, forecasts, or revenue or earnings predictions for any period ending on or after the date of this Agreement; (ii) any adverse change, effect, event, occurrence, state of facts or development to the extent attributable to the announcement or pendency of the transactions contemplated by this Agreement; (iii) to the extent that they do not have a materially disproportionate effect on Parent and its Subsidiaries taken as a whole, any adverse change, effect, event, occurrence, state of facts or development attributable to conditions affecting (A) the industry(ies) in which Parent or its Subsidiaries operate, (B) the U.S. securities or financial markets, (C) the U.S. economy as a whole, or (D) the economy of any foreign country as a whole; or (iv) any adverse change, effect, event, occurrence, state of facts or development resulting from (1) the taking of any action required by this Agreement, (2) any change in accounting requirements or principles or any change in applicable laws, rules or regulations or the interpretation or enforcement thereof, (3) something attributable to the acts or omissions of, the Company, (4) the acts or omissions of, or on behalf of, the Company, or (5) to the extent that they do not have a materially disproportionate effect on Parent and its Subsidiaries taken as a whole, acts of war, terrorism, or other conflict. Notwithstanding the foregoing, in the event the average of the daily market prices of the Parent Common Stock for any five (5) consecutive trading days is less than $12.50, a Parent Material Adverse Effect shall be deemed to have occurred. The market price for each such trading day shall be the last sales price on such day as reported on the consolidated transaction reporting system for the American Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication Parties shall have been completed entered into a registration rights agreement substantially in the form attached hereto as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company.Exhibit C. (j) The Investment Management Trust Agreement Gxxxxxx Xxxx and Parent shall have been amended solely to entered into an employment agreement substantially in the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement form attached hereto as so amended.Exhibit D. (k) Scilex Holding The Company shall have (ireceived the opinion of Mxxxxx Xxxxx, counsel to Company, based upon representations of Parent, Transitory Subsidiary and the Company and normal assumptions, to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) paid of the Code and that each of Parent, Transitory Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release any material respect. The issuance of such opinion shall be conditioned on receipt by Mxxxxx Xxxxx of representation letters from each of Parent and the Company as a guarantor contemplated in Section 4.16 of this Agreement. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect as of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties theretoEffective Time. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further additional conditions: (a) The the Parent Parties shall have duly performed obtained (and shall have provided copies thereof to the Company) all of their obligations hereunder the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Parent or any of its Subsidiaries, except for any the failure of which to be performed obtain or effect does not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.this Agreement; (b) All of the representations and warranties of the Parent Parties contained set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating Agreement (when read without regard to any qualification as to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (iEffect contained therein) shall be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date Effective Time as though made as of the Effective Time (other than in each case except for provided, however, that to the extent such representation and warranties that speak as of a specific warranty expressly relates to an earlier date, in which case such representations representation and warranties need only to warranty shall be true and correct as of suchsuch earlier date), except for any untrue or incorrect representation and warranty that, individually or in the case of (i) and (ii)aggregate, other than as would do not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) Since each of the date Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of this Agreementor prior to the Effective Time, no except when any non-performance or non-compliance does not have a Parent Material Adverse Effect has occurred that is continuing, regardless or a material adverse effect on the ability of whether it involved a known risk.the Parties to consummate the transactions contemplated by this Agreement; (d) The no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have delivered to the Company a certificate (the “Parent Certificate”) to the effect that each of the conditions specified in clauses (a) and (b) (with respect to the Parent’s due diligence of the Company) of Section 5.1 and clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Parent, the Acquisition Subsidiary or Split-Off Subsidiary) of this Section 5.3 is satisfied in all respects; (f) the total number of shares of Parent Common Stock issued and outstanding at the Effective Time shall be as set forth in the last sentence Section 3.2; (g) the Parent shall have adopted the Parent Option Plan; (h) the Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares ’s transfer agent and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and registrar certifying that as of the Closing Date, Date there are 119,696,973 shares of Parent shall not have received any written notice from Common Stock issued and outstanding (without giving effect to the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange Private Placement Offering or the underlying failure appropriately remedied or satisfied.100,000,000 shares of Parent Common Stock to be retired in connection with the Share Contribution); (i) The Domestication the Parent’s Board of Directors shall be authorized to consist of one member; (j) contemporaneously with the closing of the Merger, the Parent, Split-Off Subsidiary and each Buyer shall execute and deliver the Split-Off Agreement and all documents anticipated by such agreement including a General Release, which Split-Off is effective simultaneous with the Effective Time; and (k) the Parent shall have been completed changed its name to such name as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered is acceptable to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the ---------------------------------------- Company to consummate effect the Closing is Merger will be subject to the satisfaction, satisfaction at or prior to the waiver at the Company’s discretion, of all Effective Time of the following further conditions, any or all of which may be waived, in whole or in part to the extent permitted by Applicable Law: (a) The Parent Parties VIALOG shall have duly performed furnished the Company and the Principal Stockholder with the favorable opinion dated the Public Offering Closing Date of Xxxxxx, X'Xxxxxxx, XxXxxxxx & Xxxxxx, LLP, counsel to VIALOG and VIALOG Merger Subsidiary, which may contain limitations and qualifications as to scope and law and rely on certifications as to facts of officers of VIALOG and VIALOG Merger Subsidiary and public officials as are reasonable and customary to opinions delivered in the type of business transactions covered by this Agreement, addressing the following: (i) Due organization, valid existence and good standing of VIALOG and VIALOG Merger Subsidiary, (ii) Due authorization and valid execution and delivery by, and enforceability against, VIALOG and VIALOG Merger Subsidiary of the Agreement except (A) as such enforceability may be subject to bankruptcy, moratorium, insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors and as the same may be subject to the effect of general principles of equity and (B) that no opinion need be expressed as to the enforceability of indemnification provisions, (iii) Due authorization, valid issuance, full payment and non- assessability of and absence of preemptive rights with respect to the shares of VIALOG Stock to be received by the Stockholders, (iv) The Registration Statement has become effective under the Securities Act, and to such counsel's knowledge, no stop order suspending its effectiveness has been issued and no proceedings for that purpose have been instituted or threatened by the SEC, (v) The execution and delivery of the Agreement by VIALOG and VIALOG Merger Subsidiary and all of their obligations hereunder Collateral Documents executed or required to be performed executed pursuant thereto or to consummate the Merger by them do not, and the performance of the Agreement and all Collateral Documents executed or required to be executed pursuant thereto or to consummate the Merger and the consummation of the Merger by them will not, (A) conflict with or violate the Organizational Documents of VIALOG or VIALOG Merger Subsidiary, (B) conflict with or violate any Applicable Law, or (C) to counsel's knowledge, constitute a default under, or give to others any right of termination, amendment, acceleration, increased payments or cancellation of, or result in the creation of a Lien on any property or assets of VIALOG or VIALOG Merger Subsidiary pursuant to, any Material Agreement to which either is a party or by which either or any property or asset of either is bound or affected, (vi) No consents from or filings with any Governmental Authority (other than filings under the HSR Act, if applicable, and filings of certificates of merger) are required for the execution and delivery of the Agreement by VIALOG and VIALOG Merger Subsidiary and the performance of the Agreement and all Collateral Documents executed or required to be executed pursuant thereto or to consummate the Merger and the consummation of the Merger by them, and (vii) The required filings with the Delaware Secretary of State and the New Jersey Secretary of State shall have been made, and a Certificate of Merger shall have been issued by the New Jersey Secretary of State for the Merger. (b) Each of VIALOG and VIALOG Merger Subsidiary shall have complied in all material respects with its agreements contained in this Agreement, and the certificates to be furnished to the Company pursuant to this Section shall be true, correct and complete. All Collateral Documents shall be reasonably satisfactory in form, scope and substance to the Company and its counsel, and the Company and its counsel shall have received all information and copies of all documents, including records of corporate proceedings, which they may reasonably request in connection therewith, such documents where appropriate to be certified by proper corporate officers, (c) The representations, warranties, covenants and agreements of each of VIALOG and VIALOG Merger Subsidiary contained in this Agreement or otherwise made in writing by it or on its behalf pursuant to this Agreement or otherwise made in connection with the Merger and the Transactions shall be true and correct in all material respects at and as of the Public Offering Closing Date with the same force and effect as though made on and as of such date except those which speak as of a certain date which shall continue to be true and correct in all material respects as of such date and on the Public Offering Closing Date; each and all of the agreements and conditions to be performed or satisfied by each of VIALOG and VIALOG Merger Subsidiary under this Agreement at or prior to the Public Offering Closing Date shall have been duly performed or satisfied in all material respects; and each of VIALOG and VIALOG Merger Subsidiary shall have furnished the Company with such certificates and other documents evidencing the truth of such representations, unless warranties, covenants and agreements and the applicable obligation has a materiality qualifier performance of such agreements or conditions as the Company shall have reasonably requested, (d) If executed and delivered to VIALOG by the Merger Closing, the employment agreements contemplated by Section 7.2(s) and for those persons listed on Schedule 7.2(t) (or Section 7.2(t) of the Disclosure Schedule, as the case may be) shall have been executed by the Surviving Corporation and delivered by VIALOG to the indicated person, (e) The filing and waiting period requirements (if applicable) under the HSR Act relating to the consummation of the Merger and the Participating Mergers shall have been complied with, (f) VIALOG shall have obtained the insurance set forth in which case it Section 6.7(c), (g) No Legal Action or other Claim shall be duly performed pending or threatened at any time prior to or on the Public Offering Closing Date before or by any Authority or by any other Person seeking to restrain or prohibit, or damages or other relief in all respects. (b) All of connection with, the representations execution and warranties of the Parent Parties contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date delivery of this Agreement and (ii) be true and correct as or the consummation of the Closing Date (other than in each case except for representation Merger and warranties that speak as of a specific date, in the Transactions or which case such representations and warranties need only to be true and correct as of such), might in the case reasonable judgment of (i) the Company have any Adverse Effect on VIALOG and (ii)its Subsidiaries or the Company and its Subsidiaries taken as a whole or, other than assuming consummation of the Merger and the Participating Agreements, VIALOG and its Subsidiaries taken as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.whole, (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (dh) The Company shall have received a certificate signed by an authorized officer of each letter from the Accountants to the effect that the Merger and the Transactions qualify as a transaction to which Section 351 of the Parent Parties certifying Code applies for federal income tax purposes and the satisfaction exchange of the conditions set forth Shares for the Stock Merger Consideration, as contemplated hereby, will not result in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable any taxable income or gain or deductible loss to the Parent Parties. (f) Each common stockholders of the Parent Parties shall have executed and delivered Company in their capacities as such common stockholders to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing extent of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock ExchangeMerger Consideration, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied.and (i) The Domestication shall have been completed as provided in ARTICLE II and a timeby-stamped copy laws of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement VIALOG shall have been amended solely to remove the extent necessary to enable right of first refusal contained therein and the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid received certification to its reasonable satisfaction that the VIALOG Stock to be issued in full all obligations owed the Merger will not be subject to any transfer restrictions or purchase options under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent VIALOG's Certificate of Designations shall have been filed with, and accepted Incorporation or by, the Secretary of State of the State of Delaware-laws. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, satisfaction (or the waiver at by the Company’s discretion, of all ) of the following further additional conditions: (a) The the Parent Parties shall have duly performed obtained at its own expense (and shall have provided copies thereof to the Company) all of their obligations hereunder the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices which are required on the part of the Parent and/or the Merger Sub to be performed consummate the series of transactions contemplated by them at or prior this Agreement and to otherwise comply with all applicable laws and regulations in connection with the Closing Date in all material respects, unless consummation of the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.series of transactions contemplated by this Agreement; (b) All of the representations and warranties of the Parent Parties contained and Merger Sub set forth in ARTICLE V this Agreement shall be true and correct in all material respects as of the Closing except to the extent they pertain to a different date; (c) each of the Parent and the Merger Sub shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (d) no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have delivered to the Company the Parent Certificate; (f) the Company shall have received such other certificates and instruments (including certificates of good standing of the Parent and Merger Sub in their respective jurisdiction of organization, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing; (g) the Surviving Corporation shall have entered into separate employment agreements with each of Pxxxx Xxxxxx and Don Good that is reasonably acceptable to each of such individuals, respectively; (h) the Parent shall have delivered to the Stockholder Representatives an executed Registration Rights Agreement substantially in the form attached hereto as Exhibit L; (i) the Parent’s board of directors shall have approved the option grants contemplated by Section 5.12 of this Agreement; and (j) since the date of this Agreement, disregarding all qualifications there will not have occurred and exceptions contained herein relating to materiality there will have been no change, event or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties development that speak as of a specific date, in which case such representations and warranties need only to be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate has had or may reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is subject to the satisfaction, or the waiver at the Company’s discretion, of all of the following further conditions: (a) The Parent Purchaser Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent Purchaser Parties contained in ARTICLE V Article VI of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific datedate prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of suchsuch earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this AgreementThere shall have been no event, no Parent change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect has occurred that is continuingon the Purchaser Parties, regardless of whether it involved a known risk. (d) The Company shall have received a certificate signed by an authorized officer of each of Purchaser Parties to the Parent Parties certifying the satisfaction of the conditions effect set forth in clauses (a) through (c) of this Section 8.310.3. (e) From the date hereof until the Closing, the Parent Purchaser Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Purchaser Parties. (f) Each of the Parent The Purchaser Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The Parent Shares Redemptions shall have been completed in accordance with the terms hereof and the Proxy Statement. (h) The directors designated by the Company shall have been appointed or elected to the board of directors of the Parent, effective at as of the Effective TimeClosing. (hi) The Domesticated Parent Common Shares and Domesticated Parent Warrants Purchaser shall remain listed on Nasdaq through and the Effective Time, the additional listing application for the listing of the Domesticated Parent Common Closing Payment Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as Nasdaq. As of the Closing Date, Parent Purchaser shall not have received any written notice from the Stock Exchange Nasdaq that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued the Nasdaq listing requirements as of immediately following the Closing Date for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange Nasdaq or the underlying failure appropriately remedied or satisfied. (i) . The Domestication additional listing application for the Closing Payment Shares shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued approved by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the CompanyNasdaq. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Closing Merger is also subject to the satisfaction, satisfaction or the waiver at or prior to the Company’s discretion, of all Effective Time of the following further conditions: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent Parties contained and Merger Sub set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) Agreement shall be true and correct at and in all material respects as of the date of this Agreement and (ii) be true and correct as of the Closing Date (other than in each case as though made on and as of the Closing Date except for representation (i) those representations and warranties that speak address matters only as of a specific particular date, which shall be true and correct in which case all respects as of that date and (ii) any failure or failures of such representations and warranties need only to be so true and correct (without giving effect to any qualifications or limitations as of suchto materiality), individually or in the case aggregate, have not resulted in or would reasonably be expected to result in a Parent Material Adverse Effect. Company shall have received a certificate signed on behalf of Parent by its Chief Executive Officer to the foregoing effect. (ib) Each of Parent and Merger Sub shall have performed in all material respects all of its respective obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by its Chief Executive Officer to such effect. (ii)c) Since the date of this Agreement, other than as would there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate aggregate, reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company With respect to those certain Promissory Notes issued by Parent to Streeterville Capital , LLC (“Streeterville”) on July 22, 2022 and December 30, 2022 (the “Streeterville Notes”), Parent shall have received obtained (i) a certificate signed by an authorized officer of each waiver from Streeterville such that consummation of the Parent Parties certifying Merger in accordance with this Agreement will not constitute a Change of Control (as defined in the satisfaction Streeterville Notes) under any of the conditions set forth in clauses Streeterville Notes, and (aii) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each approval by Streeterville of the assumption by Parent Parties shall have executed and delivered to of the Company each Additional Agreement to which it is a party. (gXxxxxx Note, as amended in accordance with Section 8.2(f) The directors designated by the Company shall have been appointed or elected to the board of directors of Parenthereof, effective at upon the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is Merger and the transactions contemplated hereby shall be subject to the satisfaction, or the waiver at the Company’s discretion, of all fulfillment of the following further conditionsconditions unless waived by the Company: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Parent Parties contained and Merger Sub set forth in ARTICLE V Article IV (which for purposes of this Agreement, disregarding all qualifications and exceptions paragraph (a) shall be read as though none of them contained herein relating to materiality or Parent any Material Adverse Effect, regardless of whether it involved a known risk, shall: (iEffect or materiality qualifier) shall be true and correct at in all respects on and as of the date of this Agreement Closing Date with the same effect as though made on and (ii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific date, in which case such representations and warranties need only made as of a specified date, the accuracy of which will be determined as of the specified date), except where the failure of the representations and warranties in the aggregate to be true and correct as of such), in the case of (i) and (ii), other than as all respects would not in the aggregate reasonably be expected to have a Parent Material Adverse EffectEffect on Parent. (b) Parent shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Effective Time. (c) Parent shall have furnished the Company with a certificate dated the Closing Date signed on behalf of it by its President or any Vice President to the effect that the conditions set forth in Sections 6.2(a) and (b) have been satisfied. (d) Since the date of this Agreement, no Parent there shall not have been and be continuing a Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3on Parent. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parentreceived an opinion from Fenwick & West LLP, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of dated the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy based upon certain factual representations of the Certificate Company and Parent reasonably requested by such counsel, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Domestication issued by the Secretary of State Section 368(a) of the State of Delaware in relation thereto Code, provided, however, that if Fenwick & West LLP does not render such opinion, this condition shall have been delivered nonetheless be deemed to be satisfied with respect to the Company if counsel to Parent renders such opinion to the Company. (jf) The Investment Management Trust Agreement Parent shall have been amended solely to the extent necessary to enable the intended effects taken all requisite action in order that each of the Amended Underwriting Agreement without breach ofChief Executive Officer of Parent as of immediately following the Effective Time and James V. Diller shall, or other conflict witheffective upon the Effective Time, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company become xxxxxxx xx Xxxxnt's Board of Directors, provided that if Parent shall have (i) paid in full taken all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), such requisite action and either of such persons shall be unable or (ii) obtained the full release of the Company unwilling to serve as a guarantor director of the Oramed Note as set forth in that certain Subsidiary GuaranteeParent, dated September 21, 2023, by the Company and certain other parties theretothis condition shall nevertheless be deemed satisfied. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Closing is subject to the satisfaction, or the waiver at the Company’s discretion, of all of the following further conditions: (a) The (i) Each of the Parent Parties and Purchaser shall have duly performed in all material respects all of their respective obligations hereunder required to be performed by them it at or prior to the Closing Date in all material respectsDate, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (bii) All of the representations and warranties of the Parent Parties contained in ARTICLE V of this Agreement, and in any certificate or other writing delivered by Parent or the Purchaser pursuant hereto, disregarding all qualifications and exceptions contained herein therein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date of this Agreement and (iiiii) be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific date, in which case such representations and warranties need only to be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company shall have received a certificate signed by an authorized officer of each Parent and the Purchaser to the foregoing effect. (b) The requisite majority of the Parent Parties certifying Stockholders shall have approved the satisfaction transactions contemplated by this Agreement in accordance with the provisions of the conditions set forth in clauses (a) through Company’s organizational documents and Delaware Law. (c) The Company shall have entered into an indemnification agreement with the Spinoff Entity and its shareholders (the “Legacy Parties”) pursuant to which the Legacy Parties shall jointly and severally agree to indemnify and hold harmless the Company, the Stockholders, each of this Section 8.3such Stockholder’s Affiliates and each of their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees (the “Company Indemnitees”), against and in respect of any and all any and all out-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by any Stockholder as a result of or in connection with the Spinoff. (d) Parent shall be in compliance with all applicable rules of NASDAQ. (e) From the date hereof until the Closing, the Parent Parties Purchaser shall have been adopted an option plan in material compliance with the reporting requirements under the Securities Act form and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered substance satisfactory to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations of the Company to consummate effect the Closing is Merger are subject to the satisfactionsatisfaction of, or the waiver at by the Company’s discretion, of all on or prior to the Closing Date of the following further additional conditions: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All Each of the representations and warranties of the Parent Parties contained and Merger Sub set forth in ARTICLE V of this Agreement, disregarding all in each case, made as if none of such representations and warranties contained any qualifications and exceptions contained herein relating or limitations as to materiality “materiality” or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) shall be true and correct at and correct, in each case, as of the date of this Agreement and (ii) be true as of the Closing Date as though made on and correct as of the Closing Date (other than in each case except for representation representations and warranties that by their terms speak as of a specific another date, in which case shall be true and correct as of such date), except where the failure of such representations and warranties need only to be true and correct as of such)so made, individually or in the case of (i) aggregate, does not have and (ii), other than as would is not in the aggregate reasonably be expected to have result in a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuingon Parent; provided, regardless however, that, notwithstanding the foregoing, each of whether it involved a known risk. (d) the Parent Identified Representations shall be true and correct in all material respects. The Company shall have received a certificate signed by an authorized of the chief executive officer or the chief financial officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3to such effect. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (fb) Each of the Parent Parties and Merger Sub shall have executed performed or complied in all material respects with all agreements and delivered covenants required to be performed by it under this Agreement at or prior to the Company each Additional Agreement to which it is a party. (g) The directors designated by Closing Date, and the Company shall have been appointed received a certificate of the chief executive officer or elected the chief financial officer of Parent to such effect. (c) The Company shall have received an opinion of [·] in form and substance reasonably satisfactory to the board Company, based on facts, representations and assumptions set forth in such opinion that are consistent with the state of directors of Parent, effective facts existing at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through , to the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange effect that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. (i) The Domestication shall have been completed the Merger will be treated for U.S. federal income tax purposes as provided in ARTICLE II and a time-stamped copy reorganization within the meaning of Section 368(a) of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company. (j) The Investment Management Trust Agreement shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or Code and (ii) obtained the full release each of the Company as Company, Parent and Merger Sub will be a guarantor party to such reorganization. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of the Oramed Note as set forth in that certain Subsidiary GuaranteeCompany, dated September 21, 2023, by the Company Parent and certain other parties theretoothers. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company and the Company Shareholders to consummate the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further additional conditions:. The Company and the Company Shareholders may waive any such conditions and proceed to Closing, without waiving any of its rights hereunder. (a) The Parent Parties this Agreement and the Merger shall have duly performed all of their obligations hereunder required to be performed by them at or prior to received the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.Requisite Shareholder Approval; (b) All Parent and Merger Sub shall have obtained and effected all of the consents, approvals, licenses, registrations, authorizations, permits, filings and notices referred to in Section 5.5 which are required on the part of Parent and Merger Sub; (c) after giving effect to the Parent Disclosure Schedule, but not to any disclosure supplement, each of the representations and warranties of Parent and Merger Sub set forth in this Agreement (i) that is qualified as to knowledge of Parent, Parent Material Adverse Effect or materiality shall be true and correct in all respects and (ii) that is not so qualified shall be true and correct except for such breaches of representations or warranties which individually or in the Parent Parties contained in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or aggregate could not have a Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true ; provided however that to the extent such representations and correct at and warranties are specifically made as of the date of this Agreement a particular date, such representations and (ii) warranties shall be true and correct as of the Closing Date such date); (other than d) each of Parent and Merger Sub shall have performed or complied with in each case except for representation all material respects its agreements and warranties that speak covenants required to be performed or complied with under this Agreement as of a specific date, in which case such representations and warranties need only or prior to be true and correct as the Closing; (e) since the date of such), in the case of (i) and (ii), other than as would this Agreement there shall not in the aggregate reasonably be expected to have a been any Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties.; (f) Each of Parent shall have delivered to the Company the Parent Parties Certificate; (g) Parent shall have executed and delivered to each of Xxxxxx Xxxxxxx and Xxxxxxx Xxxx the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time.Executive Employment Agreements; (h) The Domesticated Parent Common Shares Each of Xxxx X. Xxxxx, Hummer Winblad Venture Partners IV, L.P., Hummer Winblad Venture Partners V, L.P., Hummer Winblad Venture Partners VI, L.P., Xxxxxx Xxxxxxx and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time other Key Employees shall have been approved received a Mutual Release substantially in the form of Exhibit H attached hereto executed by the applicable Stock Exchange, and as of the Closing Date, Parent shall not have received any written notice from the Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied.Company; (i) The Domestication Company Shareholders shall have been completed as provided received an opinion from Xxxxx Xxxx LLP, substantially in ARTICLE II and a time-stamped copy the form of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company.Exhibit K attached hereto; (j) The Investment Management Trust Agreement the Company Shareholders shall have been amended solely received a letter from Xxxxx Xxxx LLP in the form attached hereto as Exhibit L to the extent necessary to enable effect that the intended effects of Company Shareholders may rely on the Amended Underwriting Agreement without breach of, or other conflict with, opinions expressed in the Investment Management Trust Agreement as so amended.Tax Opinion; (k) Scilex Holding the Merger Shares including all such shares delivered to the Exchange Agent or to the Escrow Agent or which would otherwise be deliverable to any Company shall have Shareholder in respect of Dissenting Shares shall, in the aggregate, represent at least twenty-eight percent 28% of all outstanding voting stock of Parent immediately after the consummation of the IPO (without giving effect to (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (any overallotment options given to the “Oramed Note”), managing underwriters of the IPO or (ii) obtained any shares reserved for issuance pursuant to any stock option plan or other equity-based compensation plan of Parent; provided that such reserved shares correspond to options granted at or after the full release Closing and such options are exercisable at a price that is equal to or greater than the IPO Price); provided that, in the event that TICC (x) prior to the Closing, exercises certain Warrants held by it and acquires shares of Company Common Stock and (y) exercises Dissenters’ Rights with respect to all or any portion of the shares of Company Common Stock held beneficially or of record by TICC immediately prior to the Closing, the percentage referred to in this Section 7.3(k) shall be proportionally reduced to reflect any reduction in the number of Merger Shares issuable as a guarantor result of such exercise of Dissenters’ Rights. For the avoidance of doubt, if TICC exercises its Warrant in full and exercises Dissenters’ Rights with respect to all of the Oramed Note as shares of Company Common Stock acquired thereby, the percentage set forth in this Section 7.3(k) shall be reduced from twenty-eight percent (28%) to twenty-seven and two-one hundredths percent (27.02%) to reflect that certain Subsidiary GuaranteeTICC will not, dated September 21in such situation, 2023, by the Company and certain other parties theretoacquire any Merger Shares hereunder. (l) The Domesticated Parent Certificate the Company shall have received evidence that each personal guarantee of Designations obligations of the Company made by Company Shareholders and identified in Section 2.11 of the Company Disclosure Schedule shall have been filed with, and accepted by, the Secretary of State of the State of Delaware.terminated; (m) The Pre-Signing Certificate Each of Merger Xxxx X. Xxxxx and Xxxxxx X. Xxxxxxx shall have become been appointed by Parent to serve as a member of its Board of Directors effective as of the Effective Time; and (n) the Company shall have received such other certificates and instruments (including certificates of good standing of Parent and Merger Sub in accordance with its terms their jurisdiction of organization, certified charter documents, UCC-3 termination statements, certificates as to the incumbency of officers and the DGCLadoption of authorizing resolutions) as it shall reasonably request in connection with the Closing.

Conditions to Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement for the Closing is shall be subject to the satisfactionsatisfaction or waiver, at or prior to the waiver at the Company’s discretionClosing, of all each of the following further conditions, any one or more of which may be waived by the Company at or prior to the Effective Time: (a) The All covenants contained in this Agreement to be complied with by Parent Parties and MergerCo on or before the Closing shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date been complied with in all respects except where the failure to so comply would not have a material respectsadverse effect on either of Parent’s and MergerCo’s ability to perform its obligations under this Agreement, unless and the applicable obligation has Company shall have received a materiality qualifier in which case it shall be certificate of each of Parent and MergerCo to such effect signed by a duly performed in all respectsauthorized officer of Parent or MergerCo, as applicable. (b) All Each of the representations and warranties of the Parent Parties and MergerCo contained in ARTICLE Article V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak as of a specific date, in which case such representations and warranties need only to be true and correct as of such), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (c) Since the date of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed though made on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date; except as (i) would not, delay, hinder or prevent the consummation of the transactions contemplated by this Agreement by Parent shall or MergerCo, or (ii) would not have received any written notice from in the Stock Exchange that it has failed, aggregate a material adverse effect on Parent or would reasonably be expected MergerCo or Parent’s or MergerCo’s ability to fail perform its obligations under this Agreement; and each of Parent and MergerCo shall have delivered to meet such Stock Exchange’s continued listing requirements the Company a certificate of its President and Chief Financial Officer dated as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by Date to the Stock Exchange or effect that the underlying failure appropriately remedied or satisfiedstatements set forth in this Section 8.1(b) above are true and correct. (ic) The Domestication No Governmental Authority or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order (whether temporary, preliminary or permanent) that is in effect and has the effect of making the transactions contemplated by this Agreement for the Closing illegal or otherwise restraining or prohibiting consummation of such transactions. (d) This Agreement and the Escrow Agreement shall have been completed as provided in ARTICLE II adopted and a time-stamped copy approved by the affirmative vote of the Certificate stockholders of Domestication issued the Company as required by the Secretary DGCL, the Charter and the bylaws of State of the State of Delaware in relation thereto shall have been delivered to the Company. (je) The Investment Management Trust Agreement Each of Parent and MergerCo shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full executed a release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by claims against the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed withits officers, directors and accepted by, stockholders arising on or prior to the Secretary of State Effective Time and relating directly to the business of the State of DelawareCompany, except for claims arising from or in connection with this Agreement or the Escrow Agreement. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate the Closing Merger is subject to the satisfaction, or the waiver at the Company’s discretion, of all satisfaction of the following further additional conditions: (a) The the Parent Parties shall have duly performed obtained (and shall have provided copies thereof to the Company and its Subsidiaries) all of their obligations hereunder the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Parent, except for any the failure of which to be performed obtain or effect would not, individually or in the aggregate, have a Parent Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.this Agreement; (b) All of the representations and warranties of the Parent Parties contained set forth in ARTICLE V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) Agreement shall be true and correct at and as of the date of this Agreement and (ii) shall be true and correct as of the Closing Date (other than in each case except for representation and warranties that speak Effective Time as though made as of a specific datethe Effective Time, in which case except to the extent that the inaccuracy of any such representations representation or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and warranties need only to be true and correct as of such)any such inaccuracies, individually or in the case of (i) and (ii)aggregate, other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Parent Material Adverse Effect for purposes of this Section 5.3(b)); (c) Since each of the date Parent and the Acquisition Subsidiary shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk.or prior to the Effective Time; (d) The no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Parent Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Parent shall have delivered to the Company a certificate (the “Parent Certificate”) to the effect that each of the conditions specified in clause (c) of Section 5.1 and clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Parent and the Acquisition Subsidiary) of this Section 5.3 is satisfied in all respects; (f) the Company shall have received from Gottbetter & Partners, LLP, counsel to the Parent and the Acquisition Subsidiary, an opinion with respect to the matters set forth in Exhibit D attached hereto, addressed to the Company and dated as of the Closing Date; (g) the total number of shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall equal 14,000,000 shares, after giving effect to the Stock Split and the Share Contribution in connection with the Split-Off, but excluding 1,000,000 shares of Parent Common Stock to be issued to financial advisors in connection with the Private Placement Offering; (h) the Parent shall have assumed the employment agreements by and among the Company and each of Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxx and Xxxxx X. Xxxxxxxxx; (i) the Parent shall have adopted the Parent Option Plan; (j) the Company shall have received a certificate signed by an authorized officer of each of the Parent Parties certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.3. (e) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares ’s transfer agent and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and registrar certifying that as of the Closing Date, Date there are 24,000,000 shares of Parent shall not have received any written notice from the Common Stock Exchange that it has failed, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange or the underlying failure appropriately remedied or satisfied. issued and outstanding (i) The Domestication shall have been completed as provided in ARTICLE II and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered without giving effect to the Company. (j) The Investment Management Trust Agreement shall have been amended solely 10,000,000 shares of Parent Common Stock to be retired in connection with the extent necessary to enable the intended effects Split-Off, after which retirement there will be 14,000,000 shares of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amended.Parent Common Stock issued and outstanding); (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (contemporaneously with the “Oramed Note”), or (ii) obtained the full release closing of the Company as a guarantor of Merger, the Oramed Note as set forth in that certain Subsidiary GuaranteeParent, dated September 21Leasco, 2023and the Buyer shall execute the Split-Off Agreement, by which Split-Off is effective simultaneous with the Company and certain other parties thereto.Merger; (l) The Domesticated the Parent Certificate of Designations shall have been filed with, changed its name to such name as is mutually acceptable to the Company and accepted by, the Secretary of State of the State of Delaware.Parent; and (m) The Pre-Signing Certificate of Merger the Parent shall have become effective in accordance with its terms assumed the rights and obligations of the Company under the Registration Rights Agreement dated as of August 3, 2006 by and among the Company and the DGCLinvestors in the Private Placement Offering.

Conditions to Obligations of the Company. The obligations obligation of the Company to consummate effect the Closing is Merger shall be further subject to the satisfaction, satisfaction or the waiver at the Company’s discretion, of all of the following further conditions: (a) The Parent Parties shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless of the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.following conditions: (bi) All of the representations and warranties of the Parent Parties contained and Merger Sub set forth in ARTICLE V this Agreement, as the same may be updated or corrected in accordance with Section 5.13 of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Parent Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and in each case as of the date of this Agreement and (ii) be true at and correct as of the Closing Date Effective Time, as though made on and as of such date (other than in each case except for unless any such representation and warranties that speak or warranty is made only as of a specific date, in which case event as of such representations specified date), taking into account all materiality and warranties need only Parent Material Adverse Effect qualifiers, any updated disclosure schedules delivered by Company to Parent prior to Closing in accordance with Section 5.13, and except for any other failures to be true and correct as of such)which would not, individually or in the case of (i) and (ii)aggregate, other than as would not in the aggregate reasonably be expected to have a Parent Material Adverse Effect.; (cii) Since the date each of this Agreement, no Parent Material Adverse Effect has occurred that is continuing, regardless of whether it involved a known risk. (d) The Company and Merger Sub shall have received a certificate signed by an authorized officer of performed in all material respects each of the Parent Parties certifying the satisfaction obligations, and complied in all material respects with each of the conditions set forth in clauses (a) through (c) of agreements and covenants, required to be performed by or complied with by it under this Section 8.3.Agreement at or prior to the Closing; (eiii) From the date hereof until the Closing, the Parent Parties shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to the Parent Parties. (f) Each of the Parent Parties shall have executed and delivered to the Company each Additional Agreement to which it is a party. (g) The directors designated by the Company shall have been appointed or elected to the board of directors of Parent, effective at the Effective Time. (h) The Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and as of the Closing Date, Parent there shall not have received been any written notice from event, circumstance, change or effect that, individually or in the Stock Exchange that it aggregate, has failedhad, or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as have, a Parent Material Adverse Effect; (iv) the Company shall have received certificates of immediately following the Closing for any reason, where such notice has not been subsequently withdrawn by the Stock Exchange Chief Executive Officer or the underlying failure appropriately remedied or Chief Financial Officer of each of Parent and Merger Sub, certifying that the conditions set forth in Sections 6.03(i), (ii) and (iii) have been satisfied; (v) the Company shall have received fully executed copies of the Exchange Agent Instruction Letter, the Registration Rights Agreement, the Shareholders Agreement, the Employment Agreements, the Notes and written confirmation from the Agent that it is in receipt of a fully executed copy of the Notes it will hold for the benefit of former Company Stock Option holders. (ivi) The Domestication Parent shall have been completed as provided in ARTICLE II obtained and a time-stamped copy delivered to the Company certificates of good standing with respect to Parent and Merger Sub from the Certificate States of Domestication issued by the Secretary of State of Nevada and the State of Delaware in relation thereto California, respectively, which certificates shall be dated a date not more than fifteen (15) Business Days prior to the Closing Date; (vii) the Company shall have been delivered received the opinion of Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP, counsel to Parent and Merger Sub, in the form and substance reasonably satisfactory to the Company.; (jviii) The Investment Management Trust Agreement no suit, action, proceeding, claim, inquiry or investigation by any Governmental Authority or any third party shall be pending seeking to prohibit or restrain, or seeking damages in connection with the Merger or the Transactions; (ix) Parent shall have been amended solely taken steps reasonably satisfactory to Company to ensure compliance with Section 5.08 of this Agreement as soon as reasonably practicable following the extent necessary to enable Closing; and (x) Company management shall have determined that the intended effects Merger will be treated as a tax-free reorganization under Section 368 of the Amended Underwriting Agreement without breach of, or other conflict with, the Investment Management Trust Agreement as so amendedCode. (k) Scilex Holding Company shall have (i) paid in full all obligations owed under that certain Senior Secured Promissory Note, dated September 21, 2023 (the “Oramed Note”), or (ii) obtained the full release of the Company as a guarantor of the Oramed Note as set forth in that certain Subsidiary Guarantee, dated September 21, 2023, by the Company and certain other parties thereto. (l) The Domesticated Parent Certificate of Designations shall have been filed with, and accepted by, the Secretary of State of the State of Delaware. (m) The Pre-Signing Certificate of Merger shall have become effective in accordance with its terms and the DGCL.