AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER August 7, 2019Agreement and Plan of Merger • November 12th, 2019 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • Delaware
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.
NOTE CONVERSION AGREEMENTNote Conversion Agreement • November 12th, 2019 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • California
This NOTE CONVERSION AGREEMENT (this “Agreement”) is made as of November 8, 2019, by and among Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of convertible notes issued by the Company as is set forth on Exhibit A hereto (each, a “Noteholder” and collectively, the “Noteholders”). Capitalized terms in this Agreement but not defined herein shall have the meanings given to such terms in the Original Notes (as defined below).
