AGREEMENT AND PLAN OF MERGER dated as of March 17, 2022 by and among Vickers Vantage Corp. I, Vantage Merger Sub Inc., and Scilex Holding CompanyMerger Agreement • March 21st, 2022 • Vickers Vantage Corp. I • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of March 17, 2022 (the “Signing Date”), is made and entered into by and among Vickers Vantage Corp. I, a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing, “Parent”), Vantage Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Merger Sub”), and Scilex Holding Company, a Delaware corporation (the “Company”).
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • March 21st, 2022 • Vickers Vantage Corp. I • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of March 17, 2022 (this “Stockholder Support Agreement”), is entered into by and among Sorrento Therapeutics, Inc. (“Stockholder”), Scilex Holding Company, a Delaware corporation (the “Company”) and Vickers Vantage Corp. I, a Cayman Islands exempted company (“Parent”). Capitalized terms used but not defined in this Stockholder Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 21st, 2022 • Vickers Vantage Corp. I • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of March 17, 2022, by and among the Persons set forth on Schedule I attached hereto (each, a “Sponsor” and, together, the “Sponsors”), Vickers Vantage Corp I, a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Scilex Holding Company, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Vickers Vantage Corp. IUnderwriting Agreement • March 21st, 2022 • Vickers Vantage Corp. I • Blank checks
We refer to the underwriting agreement, dated January 6, 2021 (the “Agreement”), between Maxim Group LLC (“Maxim”), as representative of the underwriters named on Schedule A of the Agreement, and Vickers Vantage Corp. I (the “Company”). All capitalized terms not defined in this letter shall have the meanings ascribed to them in the Agreement.
