AGREEMENT AND PLAN OF MERGER by and among SCILEX HOLDING COMPANY, SIGMA MERGER SUB, INC., SEMNUR PHARMACEUTICALS, INC., FORTIS ADVISORS LLC, SOLELY AS THE EQUITYHOLDERS’ REPRESENTATIVE AND, SOLELY WITH RESPECT TO SECTION 1.8(a), SECTION 3.11 AND...Merger Agreement • November 6th, 2024 • Semnur Pharmaceuticals, Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of March 18, 2019, by and among Scilex Holding Company, a Delaware corporation (“Parent”), Sigma Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Semnur Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative of the Equityholders (the “Equityholders’ Representative”), and, solely with respect to Section 1.8(a), Section 3.11 and Article X (collectively, the “Specified Sections”), Sorrento Therapeutics, Inc., a Delaware corporation (“Sorrento”).
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • November 6th, 2024 • Semnur Pharmaceuticals, Inc. • Blank checks • Delaware
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”), is dated August 25, 2024 (the “Effective Date”), by and between SEMNUR PHARMACEUTICALS, INC., a Delaware corporation, having a principal place of business at 960 San Antonio Road, Suite 200, Palo Alto, CA 94303 (“Semnur” or the “Company”) and 450W42ND MIMA, LLC, having a principal place of business or address at 450 West 42nd Street PH 1C, New York, NY 10036 (“Consultant” or “Stockholder”). Semnur and Consultant may be referred to herein individually as a “party” or, collectively, as the “parties”.
CONTRIBUTION AND SATISFACTION OF INDEBTEDNESS AGREEMENTContribution and Satisfaction of Indebtedness Agreement • November 6th, 2024 • Semnur Pharmaceuticals, Inc. • Blank checks • California
This CONTRIBUTION AND SATISFACTION OF INDEBTEDNESS AGREEMENT (this “Agreement”), entered into as of August 30, 2024 (the “Agreement Date”), is made and entered into by and between SCILEX HOLDING COMPANY, a Delaware corporation (“Scilex”), and SEMNUR PHARMACEUTICALS, INC., a Delaware corporation and wholly owned subsidiary of Scilex (“Semnur”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER August 7, 2019Agreement and Plan of Merger • November 6th, 2024 • Semnur Pharmaceuticals, Inc. • Blank checks
This Amendment No. 1 (this “Amendment”) amends that certain Agreement and Plan of Merger, dated March 18, 2019 (the “Merger Agreement”), by and among Semnur Pharmaceuticals, Inc., a Delaware corporation, Scilex Holding Company, a Delaware corporation (“Parent”), Sigma Merger Sub, Inc., a Delaware corporation and a subsidiary of Parent, Fortis Advisors LLC, solely as representative of the Equityholders (the “Equityholders’ Representative”), and, solely with respect to Section 1.8(a), 3.11 and Article X of the Merger Agreement, Sorrento Therapeutics, Inc., a Delaware corporation. All defined terms used herein, but not defined, shall have the meanings ascribed to them in the Merger Agreement.
