Amendment No. 1 to Agreement and Plan of Merger, dated as of August 7, 2019, by and between Scilex Holding Company and Fortis Advisors LLC, solely as the Equityholders Representative

This Amendment No. 1 (this “Amendment”) amends that certain Agreement and Plan of Merger, dated March 18, 2019 (the “Merger Agreement”), by and among Semnur Pharmaceuticals, Inc., a Delaware corporation, Scilex Holding Company, a Delaware corporation (“Parent”), Sigma Merger Sub, Inc., a Delaware corporation and a subsidiary of Parent, Fortis Advisors LLC, solely as representative of the Equityholders (the “Equityholders’ Representative”), and, solely with respect to Section 1.8(a), 3.11 and Article X of the Merger Agreement, Sorrento Therapeutics, Inc., a Delaware corporation. All defined terms used herein, but not defined, shall have the meanings ascribed to them in the Merger Agreement.

WHEREAS, Parent and the Equityholders’ Representative wish to amend certain terms of the Merger Agreement such that holders of Company Options will receive cash consideration in lieu Parent Shares to which such holders are otherwise entitled; and

WHEREAS, pursuant to Section 10.2 of the Merger Agreement, the Merger Agreement may be amended by an instrument in writing signed by Parent and the Equityholders’ Representative.

NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Parent and the Equityholders’ Representative hereby agree as follows:

“(c) Notwithstanding anything to the contrary set forth in this Section 1.12, Section 1.10 or the Escrow Agreement (collectively, the “Parent Share Issuance Provisions”), as soon as reasonably practicable following the consummation of the first bona fide equity financing of Parent with one or more third party financing sources on an arms’ length basis with gross proceeds to Parent of at least $40.0 million occurring after the date hereof and receipt of a release of claims executed by such Company Optionholder in form and substance reasonably satisfactory to Parent, (i) Parent shall pay to such Company Optionholder an amount equal to the Parent Stock Price in lieu of the issuance of each Parent Share such Company Optionholder would otherwise be entitled to receive pursuant to the Parent Share Issuance Provisions and (ii) for the avoidance of doubt, Parent shall not be required to issue any Parent Shares to any Company Optionholder pursuant to the Parent Share Issuance Provisions.”

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Agreement and Plan of Merger to be duly executed, as of the date first written above.