AGREEMENT AND PLAN OF MERGER by and among Scilex Holding Company, Sigma Merger Sub, Inc., Semnur Pharmaceuticals, Inc., Fortis Advisors LLC, solely as the Equityholders’ Representative and, solely with respect to Section 1.8(a), Section 3.11 and...Agreement and Plan of Merger • March 22nd, 2019 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • 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”).
EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • March 22nd, 2019 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • Delaware
This Exchange and Registration Rights Agreement (this “Agreement”) is made as of March 18, 2019, by and among Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), and the stockholders and stock option holders of Semnur Pharmaceuticals, Inc., a Delaware corporation (“Semnur”), set forth on Schedule A hereto (each an “Equityholder,” and collectively, the “Equityholders”) and such other Persons, if any, from time to time, that become a party hereto as holders of Registrable Securities (as defined below). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in that certain Agreement and Plan of Merger dated as of March 18, 2019 by and among Scilex Holding Company, a Delaware corporation (“Parent”), Sigma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, Semnur, the Equityholders’ Representative, and, for limited purposes, the Company (the “Merger Agreement”).
