Exhibit 10.1
October 2, 2024
Scilex Holding Company
60 San Antonio Rd.
Palo Alto, CA 94303 Attn: Stephen Ma
VIA EMAIL
RE: Consent under Senior Secured Promissory Note (this “Consent Letter”)
Ladies and Gentlemen:
Reference is made to (i) that certain Securities Purchase Agreement, dated as of September 21, 2023 (the “SPA”), among Scilex Holding Company, a Delaware corporation (the “Company”), Oramed Pharmaceuticals Inc., a Delaware corporation (“Oramed”) as the initial purchaser, and Acquiom Agency Services LLC, a Colorado limited liability company, as agent, (ii) that certain Senior Secured Promissory Note, dated as of September 21, 2023 (the “Note”), issued by the Company to Oramed, as Holder (“Holder”), (iii) all related Transaction Documents, as defined in the SPA, and (iv) that certain Consent under Senior Secured Promissory Note, dated as of September 23, 2024, by and among the parties hereto (the “September 23 Consent”).
Section 1 Definitions. Capitalized terms used but not defined herein are used with the respective meanings assigned to them in the SPA or the Note, as applicable.
Section 2 Limited Consent.
(a) Notwithstanding any provision to the contrary in the SPA, the Note or any other Transaction Document, the Company and the Holder constituting all Holders under the Note hereby agree as follows:
The undersigned Holder hereby consents and agrees that, notwithstanding the requirements set forth in Section 2(e) of the Note or the September 23 Consent, to extend the due date of the $20,000,000 amortization payment originally due on September 21, 2024 (or, after application of the provisions of such Section with respect to Business Days, September 23, 2024) and thereafter extended pursuant to the September 23 Consent to September 30, 2024 and extended again via e-mail at 12:01 a.m. eastern on October 1, 2024 to 11:59 p.m. eastern on October 1, 2024 (the “Existing Due Date”) to, and such payment shall instead be due on, Monday, October 7, 2024 (the “Extended Due Date”). For the avoidance of doubt, the failure of the company to make such scheduled payment on the Existing Due Date shall not constitute an Event of Default.
(b) The foregoing limited consent (i) is a one-time consent, (ii) is expressly limited to the transactions described above in Section 2(a), (iii) shall not be deemed or otherwise construed to constitute a consent to any other transaction, whether or not similar to the transactions described above in Section 2(a) and (iv) shall not operate as a waiver of any right, power or remedy of the Agent or any Holder under the Note, any other Transaction Document or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver, release or modification of the Company’s or any Subsidiary’s obligations to comply with all terms and conditions of the Note and other Transaction Documents, except as expressly set forth herein. The Agent and the Holders have granted the limited consent set forth in Section 2(a) in this particular instance and in light of the facts and circumstances that presently exist, and the grant of such consent shall not constitute a course of dealing or impair the Agent’s or any Holder’s right to withhold any similar consent in the future.
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