SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 8th, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 7, 2024, is by and among Scilex Holding Company, a Delaware corporation with offices located at 960 San Antonio Road, Palo Alto, CA 94303 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”) and Acquiom Agency Services LLC as collateral agent (the “Collateral Agent”).
October 8, 2024 Scilex Holding CompanySenior Secured Promissory Note • October 8th, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances)
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • October 8th, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances)
This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of October 8, 2024 (this “Agreement”), is among Scilex Holding Company, a Delaware corporation (the “Company”), the Subsidiaries of the Company party hereto (such subsidiaries, the “Grantors” 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 (a) Senior Secured Note Due March 21, 2025, in the original aggregate principal amount of $101,875,000.00 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Tranche A Note”) and all Additional Notes (as defined in the Tranche A Note and collectively with the Tranche A Note, the “Tranche A Notes”) and (b) Tranche B Senior Secured Convertible Promissory Notes due October 8, 2026, in an aggregate principal amount of $50,000,000.00 (as amended, restated, amended and restated, supplemented or otherwise modified
SECURITY AGREEMENTSecurity Agreement • October 8th, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of October 8, 2024 by and among Scilex Pharmaceuticals Inc., a Delaware corporation (“Grantor”), Efshar Hataya Ltd, a Marshall Islands corporation (“Murchinson”), in its capacity as agent (“Agent”) for Murchinson, Oramed Pharmaceuticals Inc., a Delaware corporation (“Oramed”) and 3i, LP, a Delaware limited partnership (“3i” and collectively with Murchinson and Oramed in their capacities as purchasers under the Purchase Agreement (as defined below), the “Secured Parties” and each, individually, a “Secured Party”).
PURCHASE AND SALE AGREEMENT dated as of October 8, 2024 by and among SCILEX HOLDING COMPANY, SCILEX PHARMACEUTICALS INC., as the Seller Parties and EFSHAR HATAYA LTD, ORAMED PHARMACEUTICALS INC., and 3i, LP as the PurchasersPurchase and Sale Agreement • October 8th, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of October 8, 2024, is by and between SCILEX PHARMACEUTICALS INC., a Delaware corporation (the “Seller”), SCILEX HOLDING COMPANY, a Delaware corporation (the “Seller Parent”, and together with the Seller, the “Seller Parties”), EFSHAR HATAYA LTD, a Marshall Islands corporation (“Murchinson”), and ORAMED PHARMACEUTICALS INC., a Delaware corporation (“Oramed”) and 3I, LP, a Delaware limited partnership (“3i”, and, together with Murchinson and Oramed, collectively, the “Purchasers” and each, individually, a “Purchaser”).
SUBORDINATION AGREEMENTSubordination Agreement • October 8th, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances)
This SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of October 8, 2024, by and between Efshar Hataya Ltd, a Marshall Islands corporation, in its capacity as agent for itself and the other Royalty Secured Parties (as defined below) (together with its successors and assigns, “Royalty Agent”), 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 GUARANTEE AMENDMENTSubsidiary Guarantee • October 8th, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York
THIS AMENDMENT (this “Amendment”) to that certain Subsidiary Guarantee, dated as of September 21, 2023 (the “Guarantee”), made by Scilex Holding Company, a Delaware corporation (the “Company”) and the Guarantors (as defined in the Guarantee) in favor of the holders of that certain Senior Secured Promissory Note dated as of September 21, 2023 due March 21, 2025 in the original aggregate principal amount of $101,875,000.00 (the “Note”) and any Additional Notes (as defined in the Guarantee) issued by the Company, is entered into by the Company, each of the signatories listed as a “Guarantor” on the signature pages hereto and Oramed Pharmaceuticals Inc., a Delaware corporation (the “Initial Note Holder”), and is effective as of October 8, 2024.
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 8th, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances)
This AMENDMENT NO. 1, dated as of October 8, 2024 (this “Amendment”), to the SECURITIES PURCHASE AGREEMENT, is by and among Scilex Holding Company, a Delaware corporation with offices located at 960 San Antonio Road, Palo Alto, CA 94303 (the “Company”), Oramed Pharmaceuticals Inc. (the “Investor”) and Acquiom Agency Services LLC as the collateral agent (the “Agent”). Unless otherwise defined herein or the context otherwise requires, capitalized terms used herein and defined in the Securities Purchase Agreement (as defined below) shall be used herein as therein defined.
Rest of World License Term Sheet October 8, 2024Rest of World License Term Sheet • October 8th, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances) • New York
Pursuant to this binding term sheet (“Term Sheet”), Lido Dev Co (as defined below), Scilex Holdings Company (along with its affiliates, including, without limitation Scilex Pharmaceuticals Inc., “SHC”), each a “party” and collectively, the “parties”, for good and adequate consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, hereby agree to the following terms, which shall be elaborated in more detail in the definitive license and development agreement to be entered into between the parties (the “License Agreement”):
