Exhibit 10.3
BINDINGTERMSHEET
DATAVAULTAIINC.–SCILEXHOLDINGCOMPANY
Dated:June24,2026
This binding term sheet (this “Term Sheet”) sets forth the principal terms upon which Scilex Holding Company, a Delaware corporation (“Scilex”), proposes to make cash or Scilex’s common stock or its subsidiaries’ publicly traded securities contributiontoDatavaultAIInc.,aDelawarecorporation(“Datavault”and,togetherwithScilex, the “Parties” and each, a “Party”), in exchange for the Bitcoins (BTC) currently held in Datavault’s Biconomy digital wallet (the “Wallet”), on the terms and subject to the conditions set forth below (the “Transaction”).
| Term | Description |
| Parties | Datavault:DatavaultAIInc.,aDelawarecorporation.Scilex:ScilexHoldingCompany,aDelaware corporation. |
| Transaction | AttheclosingoftheTransaction(the“Closing”):1.Total BTC purchase from Datavault’s Wallet in the amount of $50 million for 837 BTC.2.Scilex will make the first payment in the amount of $30 million as soon as permitted for the BTC purchase from Datavault.3.The remaining $20 million will be paid quarterly for the BTC purchases from Datavault, starting Q4-2026 with completion of all BTC purchased in the Wallet by December 31, 2028.4.Payment of BTC shall be in cash or freely tradable Scilex common stock or its subsidiaries’ publicly traded securities or combination thereof at the discretion of Scilex. |
| DefinitiveAgreement | The Parties will negotiate in good faith and use commercially reasonable efforts to enter into a definitive agreement (the “Definitive Agreement”) reflectingthetermssetforthhereinandcontainingsuchotherrepresentations, warranties,covenants, indemnities, conditions, termination rights, and other provisions as are customary for transactions of this type. |
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Exhibit 10.3
| Expenses | EachPartywillbearitsowncostsandexpenses(including,withoutlimitation, fees and expenses of counsel, accountants, financial advisors, and other advisors) incurred in connection with the negotiation, preparation, and execution of this Term Sheet, the Definitive Agreement, and the consummation of the Transaction, whether or not the Transaction is consummated. |
| Public Announcements | Neither Party will issue any press release or make any other public statement regardingthisTermSheetortheTransactionwithoutthepriorwrittenconsent oftheotherParty(suchconsentnottobeunreasonablywithheld,conditioned, or delayed), except as required by applicable law, regulation, or stock exchangerule,inwhichcasethedisclosingPartywill,totheextentpermitted, consult with the other Party in advance regarding the timing and content of such disclosure. |
| GoverningLaw | This Term Sheet, and any dispute, claim, or controversy arising out of or relating hereto (whether sounding in contract, tort, or otherwise), will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. |
| Jurisdiction;Waiverof Jury Trial | Each Party irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court declines jurisdiction, the federal and state courts located in the State of Delaware) in connection with any dispute arising out of or relating to this Term Sheet. EACH PARTY HEREBYIRREVOCABLYWAIVESANYRIGHTTOATRIALBYJURY IN ANY SUCH PROCEEDING. |
| EntireAgreement | ThisTermSheet,togetherwiththeConfidentialityAgreement,constitutesthe entire agreement of the Parties with respect to the subject matter hereof and supersedesallprioragreements,understandings,negotiations,anddiscussions, whether oral or written, among the Parties with respect thereto. |
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Exhibit 10.3
| Amendment | ThisTermSheetmaynotbeamended,modified,orsupplementedexceptbya written instrument signed by both Parties. |
| Counterparts | ThisTermSheetmaybe executedinoneormore counterparts,eachofwhich will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by electronic transmission (including PDF or DocuSign or similar electronic signature platform) will be deemed original signatures for all purposes hereunder. |
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Exhibit 10.3
IN WITNESS WHEREOF, the Parties have executed this Term Sheet as of the date first written above.
DATAVAULTAIINC.
By: /s/ Nathaniel Bradley Name: Nathaniel Bradley
Title: CEO
SCILEXHOLDINGCOMPANY
By: /s/ Henry Ji, Ph.D. Name: Henry Ji, Ph.D.
Title: CEO
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