0001193125-24-059255 Sample Contracts

COMMON STOCK PURCHASE WARRANT SCILEX HOLDING COMPANY
Common Stock Purchase Warrant • March 5th, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 5, 2029 (the “Termination Date”), to subscribe for and purchase from Scilex Holding Company, a Delaware corporation (the “Company”), up to ______ shares of the Company’s Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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UNDERWRITER COMMON STOCK PURCHASE WARRANT SCILEX HOLDING COMPANY
Underwriter Common Stock Purchase Warrant • March 5th, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York

THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 5, 2029 (the “Termination Date”), to subscribe for and purchase from Scilex Holding Company, a Delaware corporation (the “Company”), up to ______ shares of the Company’s Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement (as defined herein) and the Engagement Letter, by and between the Company and StockBlock Securities LLC, dated as of February 29, 2024.

Scilex Holding Company 5,882,353 Shares of Common Stock (par value $0.0001 per share) (the “Common Stock”) 5,882,353 Warrants to Purchase 5,882,353 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • March 5th, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York

Scilex Holding Company, a company incorporated under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 5,882,353 shares of its common stock, par value $0.0001 per share (the “Shares”, and the 5,882,353 Shares to be sold by the Company are called the “Firm Shares”) and (ii) an aggregate of warrants to purchase an aggregate of 5,882,353 shares of Common Stock, in the form set forth in Schedule B hereto, to purchase shares of Common Stock (the “Firm Warrants”). The Firm Shares, together with the Firm Warrants, are herein called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 882,352 shares of Common Stock (the “Optional Shares”) and/or Common Warrants to purchase up to an aggregate of 882,352 shares of Common Stock (the “Optional Warrants,” and together with the Optional Shares, the “Optional Securiti

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