TERM LOAN AGREEMENT dated as of November 7, 2018 among SORRENTO THERAPEUTICS, INC., as Borrower, CERTAIN SUBSIDIARIES OF SORRENTO THERAPEUTICS, INC., as Guarantors, SC INVESTMENTS NE HOLDINGS, LLC, SC INVESTMENTS E HOLDINGS, LLC, OAKTREE STRATEGIC...Term Loan Agreement • November 9th, 2018 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • New York
This TERM LOAN AGREEMENT, dated as of November 7, 2018, is entered into among SORRENTO THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto as Guarantors, the Lenders, and OAKTREE FUND ADMINISTRATION, LLC, in its capacity as administrative agent and collateral agent for the Lenders (together with its permitted successors in such capacity, the “Agent”).
COLLATERAL AGREEMENTCollateral Agreement • November 9th, 2018 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • New York
THIS COLLATERAL AGREEMENT (as amended, extended, renewed, restated, supplemented, waived or otherwise modified from time to time, this “Agreement”) is entered into as of September 7, 2018 by and among SCILEX PHARMACEUTICALS INC., a Delaware corporation ( “Grantor”); U.S. BANK NATIONAL ASSOCIATION, in its capacity as trustee (and its successors under the Indenture (as defined below), in such capacity, the “Trustee”); and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Secured Parties (as defined below) (and its successors under the Indenture, in such capacity, the “Collateral Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2018 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 7, 2018, by and among Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), and the parties identified on SCHEDULE A hereto (each, a “Holder” and collectively, with such other Persons, if any, from time to time, that become a party hereto as holders of Registrable Securities (as defined below), the “Holders”).
AGREEMENT AND CONSENTAgreement and Consent • November 9th, 2018 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • California
This AGREEMENT AND CONSENT (this “Agreement”) is effective as of November 7, 2018 by and among Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of warrants to purchase such number of shares of common stock of the Company as is set forth on EXHIBIT A hereto (collectively, the “Warrant Holders”). Capitalized terms used and not otherwise defined herein shall have their respective meanings as set forth in those certain Convertible Promissory Notes in an aggregate principal amount of $37,848,750, dated as of June 13, 2018, issued by the Company (the “Notes”) pursuant to that certain Securities Purchase Agreement dated March 26, 2018, as amended on June 13, 2018, by and among the Company and the purchasers identified on Schedule A thereto (as amended, the “Purchase Agreement”).
SCILEX PHARMACEUTICALS INC., as the Issuer, and SORRENTO THERAPEUTICS, INC., as the Parent Guarantor Senior Secured Notes due 2026 INDENTURE Dated as of September 7, 2018Sorrento Therapeutics, Inc. • November 9th, 2018 • Services-commercial physical & biological research • New York
PURCHASE AGREEMENTPurchase Agreement • November 9th, 2018 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • New York
Schedule 5.5 Organization; Power; Authorization; Enforceability Schedule 5.6 Equity Interests Schedule 5.7 Governmental and Third Party Authorizations
