REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances)
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and Purchaser (the “Purchase Agreement”).
STOCK PURCHASE AGREEMENT BY AND BETWEEN SCILEX HOLDING COMPANY AND SORRENTO THERAPEUTICS, INC. September 21, 2023Stock Purchase Agreement • September 26th, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York
THIS STOCK PURCHASE AGREEMENT is made and entered into as of September 21, 2023 (this “Agreement”), by and between Scilex Holding Company, a Delaware corporation (the “Purchaser”) and Sorrento Therapeutics, Inc., a Delaware corporation (the “Seller”). Purchaser and the Seller are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”
ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENTAssignment, Assumption and Release Agreement • September 26th, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York
THIS ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (this “Agreement”) is executed on September 21, 2023 (the “Effective Date”), by and among Scilex Holding Company (“Scilex”), Oramed Pharmaceuticals Inc. (“Oramed”), Sorrento Therapeutics, Inc. (“Sorrento”), and Scintilla Pharmaceuticals, Inc. (together with Sorrento, the “Debtors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 26th, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 21, 2023, between Scilex Holding Company, a Delaware corporation (the “Company”), Oramed Pharmaceuticals, Inc., a Delaware corporation as the initial purchaser (the “Initial Purchaser”), and the Agent.
SECURITY AGREEMENTSecurity Agreement • September 26th, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances)
This SECURITY AGREEMENT, dated as of September 21, 2023 (this “Agreement”), is among Scilex Holding Company, a Delaware corporation (the “Company”), the Subsidiaries of the Company party hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and Acquiom Agency Services LLC, a Colorado limited liability company, as the collateral agent (the “Agent”) for the holders of the Company’s Senior Secured Note Due March 21, 2025, in the original aggregate principal amount of $101,875,000.00 (the “Note”) and all Additional Notes (as defined in the Note), their endorsees, transferees and assigns (collectively with the Agent, the “Secured Parties”).
SUBORDINATION AGREEMENTSubordination Agreement • September 26th, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances)
This SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of September 21, 2023, by and between eCAPITAL HEALTHCARE CORP., a Delaware corporation (together with its successors and assigns, “ABL Lender”), and SCILEX PHARMACEUTICALS INC., a Delaware corporation (“Debtor”), and ACQUIOM AGENCY SERVICES LLC, a Colorado limited liability company, as the collateral agent (in such capacity, together with its successors and assigns and as more specifically defined below, “Note Agent”) for the Note Secured Parties (as defined below).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 26th, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York
SUBSIDIARY GUARANTEE, dated as of September 21, 2023 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”) in favor of the holders of that certain Senior Secured Promissory Note dated as of the date hereof due March 21, 2025 in the original aggregate principal amount of $101,875,000.00 (the “Note”) and any Additional Notes (as defined below) issued by Scilex Holding Company, a Delaware corporation (the “Company”).
September 21, 2023 Sorrento Therapeutics, Inc.Assumption and Assignment of Legal Fees and Expenses • September 26th, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances)
September 21, 2023 Sorrento Therapeutics, Inc. c/o Scintilla Pharmaceuticals, Inc.Credit Bid Pay-Off Letter • September 26th, 2023 • Scilex Holding Co • Biological products, (no disgnostic substances)
