Exhibit 4.1





EXECUTION VERSION







 


 


 


 





SORRENTO THERAPEUTICS, INC.


 


REGISTRATION RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made as of April 27, 2017, by and among
Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), and the shareholders of Virttu Biologics
Limited, a private company limited by shares incorporated in England and Wales (“Virttu”) set forth on
Schedule A hereto (each a “Shareholder,”
and collectively, the “Shareholders”) and such other Persons, if any, from time to time, that become
a party hereto as holders of Registrable Securities (as defined below). Unless otherwise defined herein, capitalized terms used
in this Agreement have the meanings ascribed to them in that certain Share Purchase Agreement dated as of April 27, 2017 by and
among TNK Therapeutics, Inc., the Company, Virttu, the Shareholders, Dayspring Ventures Limited, not individually but solely in
its capacity as the Shareholders’ Representative and, solely with respect to certain sections thereof, Sorrento Therapeutics,
Inc. (as may be amended or restated from time to time, the “Purchase Agreement”).


 


RECITALS


 


Whereas,
pursuant to the Purchase Agreement, each Shareholder will, at the Closing and from time to time thereafter receive, among other
consideration, that number of Shares as set forth opposite such Shareholder’s name on Schedule
A hereto, which shall be updated from time to time after the Closing to reflect the issuance of any Shares pursuant
to the Purchase Agreement; and


 


Whereas,
in connection with the execution and delivery of the Purchase Agreement and the consummation of the transactions contemplated thereby,
the Company has agreed to grant the Shareholders certain registration rights as set forth below.


 


Now,
Therefore, in consideration of the mutual promises and covenants herein contained, and other consideration, the receipt
and adequacy of which is hereby acknowledged, the parties hereto agree as follows:


 


Article
I.

Definitions


 


1.1          
Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:


 


(a)           
“Additional Shares” means, with respect to any Shares, any shares of Common Stock issued or issuable
to the Shareholders pursuant to a stock split, stock dividend or other distribution with respect to, or in exchange or in replacement
of, such Shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation,
other reorganization or other similar event with respect to the Common Stock.


 


(b)           
“Affiliate” means, with respect to any specified Person, any other Person who or which, directly
or indirectly, controls, is controlled by, or is under common control with such specified Person, including, without limitation,
any general partner, limited partner, member, officer, director or manager of such Person and any venture capital or private equity
fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management
company with, such Person. For purposes of this definition, the terms “controls,” “controlled
by,” or “under common control with” means the possession, direct or indirect, of power
to direct or cause the direction of management or policies (whether through ownership of voting securities, by contract or otherwise).


 






     


     


    

 


(c)           
“Business Day” means a weekday on which banks are open for general banking business in San Diego,
California.


 


(d)           
“Closing Registrable Securities” means: (i) the Closing Shares, and (ii) any Additional Shares
with respect to the Closing Shares; provided, however, that Closing Shares or Additional Shares with respect to the
Closing Shares shall cease to be treated as Closing Registrable Securities on the earliest to occur of: (a) the date such security
has been disposed of pursuant to such effective registration statement, (b) the date on which such security is sold pursuant to
Rule 144, (c) the date on which such security ceases to be outstanding, or (d) the date on which the Holder thereof, together with
its Affiliates, is able to dispose of all of its Closing Registrable Securities without restriction or limitation pursuant to Rule
144 and without the requirement to be in compliance with Rule 144 (or any successor rule).


 


(e)           
“Common Stock” means shares of the common stock of the Company, par value $0.0001 per share.


 


(f)            
“Contingency Registrable Securities” means: (i) the Contingency Shares, and (ii) any Additional
Shares with respect to the Contingency Shares; provided, however, that Contingency Shares or Additional Shares with
respect to the Contingency Shares shall cease to be treated as Contingency Registrable Securities on the earliest to occur of:
(a) the date such security has been disposed of pursuant to such effective registration statement, (b) the date on which such security
is sold pursuant to Rule 144, (c) the date on which such security ceases to be outstanding, or (d) the date on which the Holder
thereof, together with its Affiliates, is able to dispose of all of its Contingency Registrable Securities without restriction
or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144 (or any successor rule).


 


(g)           
“Entity” means any corporation (including any non profit corporation), general partnership, limited
partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint
stock company), firm or other enterprise, association, organization or entity.


 


(h)          
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, as the same may be amended from time to time.


 


(i)            
“Governmental Body” means any domestic or foreign multinational, federal, state, provincial, municipal
or local government (or any political subdivision thereof) or any domestic or foreign governmental, regulatory or administrative
authority or any department, commission, board, agency, court, tribunal, judicial body or instrumentality thereof, or any other
body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority
or power of any nature (including any arbitral body).


 


(j)            
“Holder” (collectively, “Holders”) means any Shareholder and any transferee
permitted under Section 3.1, in each case, to the extent holding Registrable Securities.


 






     
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(k)           
 “Person” means any individual, Entity, trust, Governmental Body or other organization.


 


(l)            
“register,” “registered” and “registration”
refer to a registration effected by filing with the SEC a registration statement in compliance with the Securities Act, and the
declaration or ordering by the SEC of the effectiveness of such registration statement.


 


(m)         
“Registrable Securities” means: the Closing Registrable Securities, the Contingency Registrable
Securities and the Regulatory Approval Registrable Securities.


 


(n)          
“Registration Expenses” means any and
all expenses incident to the performance of or compliance with this Agreement, including without limitation: (i) all registration
and filing fees; (ii) all fees and expenses associated with a required listing of the Registrable Securities on any securities
exchange; (iii) fees and expenses with respect to filings required to be made with an exchange or any securities industry self-regulatory
body; (iv) fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements
of counsel for the underwriters or holders of securities in connection with blue sky qualifications of the securities and determination
of their eligibility for investment under the laws of such jurisdictions); (v) printing, messenger, telephone and delivery expenses
of the Company; (vi) fees and disbursements of counsel for the Company and customary fees and expenses for independent certified
public accountants retained by the Company (including the expenses of any comfort letters, or costs associated with the delivery
by independent certified public accountants of a comfort letter or comfort letters, if such comfort letter or comfort letters is
required by the managing underwriter); (vii) securities acts liability insurance, if the Company so desires; (viii) all internal
expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal
or accounting duties); (ix) the expense of any annual audit; and (x) the fees and expenses of any Person, including special experts,
retained by the Company; provided, however that “Registration Expenses” shall not include
underwriting fees, discounts or commissions attributable to the sale of such Registrable Securities or any legal fees and expenses
of counsel to the Holders, except for the actual, reasonable and documented fees and expenses of one counsel for the Holders borne
and paid by the Company pursuant to Section 2.2(f) in an amount not to exceed $10,000.


 


(o)           
“Regulatory Approval Registrable Securities” means: (i) the Sorrento Regulatory Approval Shares,
and (ii) any Additional Shares with respect to the Sorrento Regulatory Approval Shares; provided, however, that Sorrento
Regulatory Approval Shares or Additional Shares with respect to the Sorrento Regulatory Approval Shares shall cease to be treated
as Regulatory Approval Registrable Securities on the earliest to occur of: (a) the date such security has been disposed of pursuant
to such effective registration statement, (b) the date on which such security is sold pursuant to Rule 144, (c) the date on which
such security ceases to be outstanding, or (d) the date on which the Holder thereof, together with its Affiliates, is able to dispose
of all of its Regulatory Approval Registrable Securities without restriction or limitation pursuant to Rule 144 and without the
requirement to be in compliance with Rule 144 (or any successor rule).


 






     
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(p)           
“Rule 144” means Rule 144 under the Securities Act.


 


(q)           
“SEC” means the Securities and Exchange Commission.


 


(r)            
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, as the same may be amended from time to time.


 


(s)           
“Shares” means any and all shares of Common Stock issuable pursuant to the Purchase Agreement.


 


Article
II.

Registration Rights


 


2.1          
Resale Registration Statements. As promptly as possible
but in no event more than five Business Days following the issuance of each of the Closing Shares,
the Contingency Shares, and the Sorrento Regulatory Approval Shares,
the Company shall (a) file with the SEC, or (b) have filed with the SEC, a resale registration statement (each a “Resale
Registration Statement” and collectively, the “Resale Registration Statements”) pursuant
to Rule 415 under the Securities Act pursuant to which all of the Closing Registrable Securities, the Contingency Registrable Securities
or the Regulatory Approval Registrable Securities, respectively, shall be included (on the initial filing or by supplement thereto)
to enable the public resale on a delayed or continuous basis of the Closing Registrable Securities, the Contingency Registrable
Securities or the Regulatory Approval Registrable Securities, respectively, by the Holders. The Company shall file each Resale
Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its commercially reasonable
efforts to have such Resale Registration Statement declared effective under the Securities Act as soon as practicable, but in no
event more than 90 days following the initial filing of each Registration Statement. The Company agrees to use its commercially
reasonable efforts to maintain the effectiveness of each Resale
Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively,
by filing new registration statements relating to the Registrable Securities covered by such Resale Registration Statement as required
by Rule 415 under the Securities Act, continuously until the date that is the earlier of (i) four (4) years following the date
of effectiveness of such Resale Registration Statement, or (ii) the date on which the Holders no longer hold any Registrable Securities
covered by such Resale Registration Statement.


 






     
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2.2          
Provisions Relating to Registration.


 


(a)           
Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (i) each Resale Registration
Statement (as of the effective date of such Resale Registration Statement), any amendment thereof (as of the effective date thereof)
or supplement thereto (as of its date), (A) to comply in all material respects with the applicable requirements of the Securities
Act and the rules and regulations of the SEC, and (B) not to contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) any related
prospectus, preliminary prospectus and any amendment thereof or supplement thereto, as of its date, (A) to comply in all material
respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC, and (B) not to contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however,
the Company shall have no such obligations or liabilities with respect to any written information pertaining to a Holder and furnished
to the Company by or on behalf of such Holder specifically for inclusion therein.


 


(b)           
The Company shall promptly notify the Holders: (i) when each Resale Registration Statement or any amendment thereto has
been filed with the SEC and when such Resale Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to any Resale Registration Statement or the prospectus included therein
or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Resale Registration
Statement or the initiation of any proceedings for that purpose and of any other action, event or failure to act that would cause
any Resale Registration Statement not to remain effective; and (iv) of the receipt by the Company of any notification with respect
to the suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction
or the initiation of any proceeding for such purpose.


 


(c)           
As promptly as practicable after becoming aware of such event, the Company shall notify the Holders of the happening of
any event (a “Suspension Event”), of which the Company has knowledge, as a result of which the prospectus
included in any Resale Registration Statement as then in effect, includes an untrue statement of a material fact or omission to
state a material fact required to be stated therein or necessary to make the statements therein not misleading, and use its best
efforts promptly to prepare a supplement or amendment to such Resale Registration Statement to correct such untrue statement or
omission, and deliver such number of copies of such supplement or amendment to the Holders as the Holders may reasonably request;
provided, however, that, for not more than 30 consecutive trading days (or a total of not more than 90 trading days
in any twelve (12) month period), the Company may delay the disclosure of material non-public information concerning the Company
(as well as prospectus or Resale Registration Statement updating), the disclosure of which at the time is not, in the good faith
opinion of the Company, in the best interests of the Company; provided, further, that, if such Resale Registration
Statement was not filed on Form S-3, such number of days shall not include the fifteen (15) calendar days following the filing
of any Current Report on Form 8-K, Quarterly Report on Form 10-Q or Annual Report on Form 10-K, or other comparable form, for purposes
of filing a post-effective amendment to such Resale Registration Statement.


 






     
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(d)           
Upon a Suspension Event, the Company shall give written notice (a “Suspension Notice”) to the
Holders to suspend sales of the affected Registrable Securities under the affected Resale Registration Statement, and such notice
shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company
is pursuing with reasonable diligence the completion of the matter giving rise to the Suspension Event or otherwise taking all
reasonable steps to terminate suspension of the effectiveness or use of the affected Resale Registration Statement. In no event
shall the Company, without the prior written consent of the Holders, disclose to the Holders any of the facts or circumstances
giving rise to the Suspension Event. The Holders shall not effect any sales of the Registrable Securities pursuant to such Resale
Registration Statement (or such filings), at any time after it has received a Suspension Notice and prior to receipt of an End
of Suspension Notice. The Holders may resume effecting sales of the Registrable Securities under such Resale Registration Statement
(or such filings), following further notice to such effect (an “End of Suspension Notice”) from the Company.
This End of Suspension Notice shall be given by the Company to the Holders in the manner described above promptly following the
conclusion of any Suspension Event and its effect. For the avoidance of doubt, a Suspension Notice shall not affect or otherwise
limit sales of affected Registrable Securities under Rule 144 or otherwise outside of the affected Resale Registration Statement.


 


(e)           
Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice pursuant to this Section
2.2 with respect to a Resale Registration Statement, the Company shall extend the period during which such Resale Registration
Statement shall be maintained effective under this Agreement by the number of days during the period from the date of the giving
of the Suspension Notice to and including the date when the Holders shall have received the End of Suspension Notice and copies
of the supplemented or amended prospectus necessary to resume sales.


 


(f)            
The Company shall bear (i) all Registration Expenses incurred by the Company and (ii) the actual, reasonable and documented
fees and expenses of one counsel for the Holders in an amount not to exceed $10,000, in each case, in connection with the registration
of the Registrable Securities pursuant to this Agreement.


 


(g)           
Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to include Registrable
Securities in a Resale Registration Statement unless the Holder owning the Registrable Securities to be registered on such
Resale Registration Statement, following reasonable advance written request by the Company, furnishes to the Company, at least
five Business Days prior to the scheduled filing date of such Resale Registration Statement, an executed stockholder questionnaire
in the form attached hereto as Exhibit A.


 


 






     
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2.3          
Indemnification. 


 


(a)           
In the event of the offer and sale of the Registrable Securities held by the Holders
under the Securities Act, the Company agrees to indemnify and hold harmless each Holder and its directors, officers, employees,
Affiliates and agents and each Person who controls such Holder within the meaning of the Securities Act or the Exchange Act (collectively,
the “Holder Indemnified Parties”) from and against any
losses, claims, damages or liabilities, joint or several, or any actions in respect thereof to which each Holder
Indemnified Party may become subject under the Securities Act or the Exchange Act, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material
fact contained in a Resale Registration Statement or in any amendment thereof, in each case at the time such became effective
under the Securities Act, or in any the preliminary prospectus or other information that is deemed, under Rule 159 promulgated
under the Securities Act to have been conveyed to purchasers of securities at the time of sale of such securities (“Disclosure
Package”), prospectus or in any amendment thereof or supplement thereto, or (ii) the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Disclosure
Package or any prospectus, in the light of the circumstances under which they were made) not misleading, and shall reimburse,
as incurred, the Holder Indemnified Parties for any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or
action in respect thereof; provided, however, that the Company shall not be liable in any such case to the extent
that such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in a Resale Registration
Statement, the Disclosure Package, any prospectus or in any amendment thereof or supplement thereto in reliance upon and in conformity
with written information pertaining to a Holder and furnished
to the Company by or on behalf of such Holder Indemnified Party
specifically for inclusion therein; provided further, however, that the Company shall not be liable in any such case to
the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in the Disclosure Package, where (A) such statement or omission had been eliminated
or remedied in any subsequently filed amended prospectus or prospectus supplement (the Disclosure Package, together with such
updated documents, the “Updated Disclosure Package”), the filing of which such Holder had been notified
in accordance with the terms of this Agreement, (B) such Updated Disclosure Package was available at the time such Holder
sold Registrable Securities under a Resale Registration Statement, (C) such Updated Disclosure Package was not furnished
by such Holder to the Entity asserting the loss, liability, claim, damage or liability, or an underwriter involved in the distribution
of such Registrable Securities, at or prior to the time such furnishing is required by the Securities Act, and (D) the Updated
Disclosure Package would have cured the defect giving rise to such loss, liability, claim, damage or action; and provided further,
however, that this indemnity agreement will be in addition to any liability that the Company may otherwise have to such
Holder Indemnified Party. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of any Holder Indemnified Parties and shall survive the transfer
of the Registrable Securities by any Holder. 








 


(b)           
As a condition to including any Registrable Securities to be offered by a Holder
in any registration statement filed pursuant to this Agreement, such Holder agrees to indemnify and hold harmless the Company,
each of its directors, each of its officers who signs a Resale Registration Statement, as well as any officers, employees, Affiliates
and agents of the Company, and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange
Act (a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities or any
actions in respect thereof, to which a Company Indemnified Party may become subject under the Securities Act or the Exchange Act,
insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in a Resale Registration Statement or in any amendment thereof, in each case
at the time such became effective under the Securities Act, or in any Disclosure Package, prospectus or in any amendment thereof
or supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of the Disclosure Package or any prospectus, in the light of the circumstances
under which they were made) not misleading, but in each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and
furnished to the Company by or on behalf of the such Holder specifically for inclusion therein; and, subject to the limitation
immediately preceding this clause, shall reimburse, as incurred, the Company Indemnified Parties for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any loss, claim, damage, liability or action in respect
thereof; provided, however, that the indemnity agreement contained in this Section 2.3(b) shall in no event exceed the gross
proceeds from the offering received by such Holder. Such indemnity shall remain in full force and effect, regardless of any investigation
made by or on behalf of the Company or any Company Indemnified Party and shall survive the transfer by a Holder of such Registrable
Securities.


 






     
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(c)           
Promptly after receipt by a Holder Indemnified Party or a Company Indemnified Party (each, an “Indemnified Party”)
of notice of the commencement of any action or proceeding (including a governmental investigation), such Indemnified Party will,
if a claim in respect thereof is to be made against the indemnifying party under this Section 2.3, notify the indemnifying party
of the commencement thereof; but the omission to so notify the indemnifying party will not relieve the indemnifying party from
liability under Sections 2.3(a) or 2.3(b)  unless and to the extent it did not otherwise learn of such action and the indemnifying
party has been materially prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and,
to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be
counsel to the indemnifying party), and after notice from the indemnifying party to such Indemnified Party of its election so to
assume the defense thereof the indemnifying party will not be liable to such Indemnified Party under this Section 2.3 for any legal
or other expenses, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection
with the defense thereof; provided, however, if such Indemnified Party shall have been advised by counsel that there
are one or more defenses available to it that are in conflict with those available to the indemnifying party (in which case the
indemnifying party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), the reasonable
fees and expenses of such Indemnified Party’s counsel shall be borne by the indemnifying party. In no event shall the indemnifying
party be liable for the fees and expenses of more than one counsel (together with appropriate local counsel) at any time for any
Indemnified Party in connection with any one action or separate but substantially similar or related actions arising in the same
jurisdiction out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent
of the Indemnified Party (not to be unreasonably withheld or delayed), effect any settlement of any pending or threatened action
in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such
Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability
on any claims that are the subject matter of such action, (ii) does not contain any equitable order, judgment or term that adversely
affects, restrains or interferes with the business of Indemnified Party and (iii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. If the indemnification provided for
in this Section 2.3 is unavailable or insufficient to hold harmless an Indemnified Party under Sections 2.3(a) or 2.3(b), then
each indemnifying party shall contribute to the amount paid or payable by such Indemnified Party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to in Sections 2.3(a) or 2.3(b) in such proportion as is appropriate
to reflect the relative fault of the indemnifying party or parties on the one hand and the Indemnified Party on the other in connection
with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as
well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or a Holder or Holder Indemnified Party, as the case
may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The amount paid by an Indemnified Party as a result of the losses, claims, damages or liabilities referred
to in the first sentence of this Section 2.3 shall be deemed to include any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any action or claim that is the subject of this Section 2.3(c).
The parties agree that it would not be just and equitable if contributions were determined by pro rata allocation (even
if a Holder was treated as one Entity for such purpose) or any other method of allocation that does not take account of the equitable
considerations referred to above. Notwithstanding any other provision of this Section 2.3(c), no Holder shall be required to contribute
any amount in excess of the amount by which the net proceeds received by such Holder from the sale of the Registrable Securities
pursuant to a Resale Registration Statement exceeds the amount of damages that such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.


 






     
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(d)           
The agreements contained in this Section 2.3 shall survive the sale of the Registrable Securities pursuant to the Resale
Registration Statements and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement
or any investigation made by or on behalf of any Indemnified Party.


 


Article
III.

Transfer Restrictions


 


3.1          
Transfer Restrictions. Each Holder acknowledges and agrees that the following legend shall be imprinted on any certificate
or book-entry security entitlement evidencing any of the Registrable Securities, but solely to the extent required pursuant to
the terms of the Purchase Agreement:


 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE
SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE
EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 






     
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This legend shall be
removed by the Company from any certificate or book-entry security entitlement evidencing the Registrable Securities upon delivery
by the holder thereof to the Company of a written request to that effect if at the time of such written request (i) a registration
statement under the Securities Act is in effect with respect to the legended security, or (ii) the legended security can be transferred
in a transaction in compliance with Rule 144 under the Securities Act, and, in the case of (ii), upon the request and in the reasonable
discretion of the Company’s transfer agent, the holder of such Registrable Securities executes and delivers a representation
letter that includes customary representations regarding the holding requirements and whether such holder is an “affiliate”
for purposes of Rule 144 under the Securities Act. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges
and re-affirms its obligations to remove legends from Registrable Securities and/or to issue the same free of legends in accordance
with the provisions of Section 6.6 of the Purchase Agreement, and nothing in this Agreement shall be construed so as to limit such
obligations of the Company as provided in the Purchase Agreement. The Company represents and warrants to the Shareholders that
the Company is not currently a shell company (as defined in Rule 405 promulgated under the Securities Act).


 


Article
IV.

Miscellaneous.


 


4.1          
Further Assurances. Each party to this Agreement shall execute and cause to be delivered to each other party to this
Agreement such instruments and other documents, and shall take such other actions, as such other parties may reasonably request
for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement.


 


4.2          
Notices. All notices, requests, claims, demands, consents, waivers and other communications required or permitted
by this Agreement shall be in writing and shall be deemed given to a party to this Agreement when (a) delivered to the appropriate
address by hand or by nationally recognized overnight courier service (costs prepaid), or (b) sent e-mail with confirmation of
transmission by the transmitting equipment confirmed with a copy delivered as provided in clause (a), (i) in the case of the Company,
to Sorrento Therapeutics, Inc., 9380 Judicial Drive, San Diego, CA 92121, Attention: Henry Ji, Ph.D., Email: hji@sorrentotherapeutics.com,
with a copy (which shall not constitute notice) to Paul Hastings LLP, 1117 S. California Avenue, Palo Alto, CA 94304, Attention:
Jeffrey T. Hartlin, Esq., Email: jeffhartlin@paulhastings.com; and (ii) in the case of a Holder, to the address or e-mail address
and marked to the attention of such Holder (by name or title) as set forth on Schedule
A hereto (or to such other address or e-mail address as such party shall have specified in a written notice given to
the other parties hereto).


 






     
10


     


    




 


4.3          
Headings. The headings contained in this Agreement are for the convenience of reference only, shall not be deemed
to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.


 


4.4          
Execution of Agreement; Counterparts; Electronic Signatures.


 


(a)           
This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which, when
taken together, shall constitute one and the same instrument, and shall become effective when counterparts have been signed by
each of the parties to this Agreement and delivered to the other parties to this Agreement; it being understood that all parties
to this Agreement need not sign the same counterparts.


 


(b)           
This Agreement and any amendments to this Agreement may be executed in one or more counterparts, each of which shall be
enforceable against the parties to this Agreement that execute such counterparts, and all of which together shall constitute one
and the same instrument. Facsimile and “.pdf” copies of signed signature pages shall be deemed binding originals and
no party to this Agreement shall raise the use of facsimile machine or electronic transmission in “.pdf” as a defense
to the formation of a contract.


 


4.5          
Governing Law; Arbitration; Venue.


 


(a)           
This Agreement and the relationship of the parties hereto shall be governed by and construed in accordance with the internal
laws (and not the law of conflicts) of the State of California.


 


(b)           
Any claim or dispute arising under or relating to this Agreement, including disputes related to the validity, interpretation
or enforcement of any provision this Agreement shall be subject to the dispute resolution mechanism set forth in the Purchase Agreement.


 


4.6          
WAIVER OF JURY TRIAL. EACH OF THE PARTIES OF THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDINGS OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.


 


4.7          
Assignment and Successors. No party to this Agreement may assign any of its rights or delegate any of its obligations
under this Agreement without the prior written consent of the other parties to this Agreement. Subject to the preceding sentence,
this Agreement shall apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns
of the parties to this Agreement.


 






     
11


     


    




 


4.8          
Waiver; Amendment. Any agreement on the part of a party to this Agreement to any extension or waiver of any provision
of this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such party. A waiver by a party
to this Agreement of the performance of any covenant, agreement, obligation, condition, representation or warranty shall not be
construed as a waiver of any other covenant, agreement, obligation, condition, representation or warranty. A waiver by any party
to this Agreement of the performance of any act shall not constitute a waiver of the performance of any other act or an identical
act required to be performed at a later time. This Agreement may not be amended, modified or supplemented except by written agreement
executed by the Company and Holders holding a majority of the Registrable Securities.


 


4.9          
Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction,
the other provisions of this Agreement shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable
only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable.


 


4.10       
Termination. This Agreement shall terminate on the date when there are no longer any remaining Registrable Securities
or upon the dissolution of liquidation of the Company; provided that Section 2.3 of this Agreement shall survive such termination.


 


4.11       
Parties in Interest. None of the provisions of this Agreement are intended to provide any rights or remedies to any
Person other than the parties to this Agreement and their respective successors and assigns (if any).


 


4.12       
Entire Agreement. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement
among the parties to this Agreement and supersede all other prior agreements and understandings, both written and oral, among or
between any of the parties with respect to the subject matter of this Agreement and thereof.


 


4.13       
Construction; Usage.


 


(a)            
Interpretation. In this Agreement, unless a clear contrary intention appears:


 


(i)              
the Schedule attached to this Agreement is hereby incorporated into this Agreement and is hereby made a part of this Agreement
as if set out in full in this Agreement;


 


(ii)             
the singular number includes the plural number and vice versa;


 


(iii)          
 reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors
and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any
other capacity or individually;


 


(iv)            
reference to any gender includes each other gender;


 






     
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(v)            

reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and
in effect from time to time in accordance with the terms thereof;


 


(vi)            
reference to any law means such law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect
from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any
law means that provision of such law from time to time in effect and constituting the substantive amendment, modification, codification,
replacement or reenactment of such section or other provision;


 


(vii)           
“hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references
to this Agreement as a whole and not to any particular Article, Section or other provision of this Agreement;


 


(viii)          
“including” means including without limiting the generality of any description preceding such term;


 


(ix)            
references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules
or amendments thereto; and


 


(x)             
references to a “Section” or “Article” in this Agreement shall mean a Section or Article, respectively,
of this Agreement unless otherwise provided.


 


(b)           
No Strict Construction; Legal Representation of the Parties. This Agreement was negotiated by the parties to this
Agreement and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against
any party to this Agreement shall not apply to any construction or interpretation of this Agreement. Each of the Shareholders acknowledges
that McDermott Will & Emery LLP represents solely Virttu (and does not represent the Shareholders) in connection with this
Agreement, the Purchase Agreement and the transactions contemplated hereby and thereby.


 


(c)           
Headings. The headings contained in this Agreement are for the convenience of reference only, shall not be deemed
to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.


 


(d)           
Dollar Amounts. All references to “$” contained in this Agreement shall refer to United States Dollars
unless otherwise stated.


 


The
remainder of this page intentionally left blank


 




     
13


     


    

 


IN WITNESS WHEREOF,
the parties hereto have duly executed this Registration Rights Agreement as of the date first written above.


 


 





	 	THE COMPANY:
	 	 
	 	Sorrento Therapeutics, Inc.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Henry Ji, Ph.D.
	 	 	Name: Henry Ji, Ph.D.
	 	 	Title: President and Chief Executive Officer







 


 


 


 





Signature Page to Registration
Rights Agreement







 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have duly executed this Registration Rights Agreement as of the date first written above.


 





	 	STOCKHOLDER:
	 	 
	 	 
	 	    /s/ Susanne Moira Brown
	 	SUSANNE MOIRA BROWN







 


 


 





 


 


 





Signature Page to Registration
Rights Agreement







 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have duly executed this Registration Rights Agreement as of the date first written above. 


 








	 	STOCKHOLDER:
	 	 
	 	Cancer
Research Technology Limited
	 	
	 	 
	 	By:	/s/ Andrew Waldron  
	 	 	Name:  Andrew Waldron  
	 	 	Title: Director


 


 


 





Signature Page to Registration
Rights Agreement







 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have duly executed this Registration Rights Agreement as of the date first written above.


 





	 	STOCKHOLDER:
	 	 
	 	Dayspring
Ventures Limited
	 	
	 	 
	 	By:	/s/ Gary Hamilton
	 	 	Name: Gary Hamilton
	 	 	Title: Director


 


 





Signature Page to Registration
Rights Agreement







 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have duly executed this Registration Rights Agreement as of the date first written above.


 


 


	 	STOCKHOLDER:
	 	 
	 	GU
Holdings Limited
	 	
	 	 
	 	By:	/s/ Neal Juster
	 	 	Name: Neal Juster
	 	 	Title: Director





 


 


 


 





 





Signature Page to Registration
Rights Agreement







 




     


     


    

 


Schedule
A


 


Shareholders


 


	Shareholder	Contact Information for Notices	Shares of Common Stock
	Dayspring Ventures Limited	Bond Street Chambers, 4 Bond Street, St. Helier, Jersey, JE2 3NP	755,955
	GU Holdings Limited	11 The Square, University Avenue, Glasgow, G12 8QQ	20,936
	Cancer Research Technology Limited	The Angel Building, 407 St John St, Clerkenwell, London EC1V 4AD	6,343
	Professor Susanne Moira Brown	Kilure, 7 The Steading, Croy Cunningham, Killearn, Glasgow, G63 9QY	13,847
	TOTAL	797,081


 

 


 





Schedule A







 





     


     


    

 


Exhibit
A


 


Form
of Selling Shareholder Questionnaire


 


SORRENTO THERAPEUTICS, INC.



SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE


 


The undersigned holder
of shares of common stock of Sorrento Therapeutics, Inc. (the “Company”) understands that the Company
intends to file with the Securities and Exchange Commission a registration statement on Form S-3 (the “Resale Registration
Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities
Act”), of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, dated April
____, 2017, by and among the Company and the several signatories thereto (the “Registration Rights Agreement”).
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


In order to sell or
otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities
generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented,
the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant
to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification
provisions, as described therein). Holders must complete and deliver this notice and questionnaire (“Notice and Questionnaire”)
in order to be named as selling stockholders in the Prospectus. Certain legal consequences arise from being named as a selling
stockholder in the Resale Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their
own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Resale Registration
Statement and the Prospectus.


 


NOTICE


 


The undersigned holder
(the “Selling Shareholder”) of Registrable Securities hereby gives notice to the Company of its intention
to sell or otherwise dispose of Registrable Securities owned by it and listed below in Part 3(b) pursuant to the Resale Registration
Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands and agrees that it will be bound
by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.


 


The undersigned hereby
provides the following information to the Company and represents and warrants that such information is materially accurate and
complete:


 


 


 


A-1


 




     


     


    

 


QUESTIONNAIRE


  


	PART I.	Name:	 



 





		1.1	Full legal name of the Selling Shareholder:
	 	 	 
	 	 	  



 


 


		1.2	Full legal name of the registered holder (if not the same as Part 1(a) above) through which the
Registrable Securities listed in Part(3) below are held:
	 	 	 
	 	 	 



 


 


		1.3	Full legal name of any natural control person (which means a natural person who directly or indirectly
alone or with others has power to vote or dispose of the Registrable Securities listed in Part (3) below):
	 	 	 
	 	 	 



 


 


	PART II.	Notices to Selling Shareholder:	 





 


		(a)	Address:
	 	 	 
	 	 	 



 


		(b)	Telephone:
	 	 	 
	 	 	 



 


		(c)	Fax:
	 	 	 
	 	 	 



 



		(d)	Contact person:
	 	 	 
	 	 	 



 


		(e)	E-mail address of contact person:
	 	 	 
	 	 	 



 


 






     


     


    

 


	PART III.	Beneficial Ownership
                                         of Registrable Securities:	 















 


		(a)	Type and number of Registrable Securities beneficially
owned:
	 	 	 
	 	 	 
	 	 	 






 





		(b)	Number of shares of Common Stock to be registered for resale pursuant to this Notice and Questionnaire:
	 	 	 
	 	 	 
	 	 	 


 


 


	PART IV.	Broker-Dealer Status:	 









 


		(a)	Are you a broker-dealer?
	 	 	 
	 	 	Yes  ̈            No  ̈
	 	 	 



  


		(b)	If you answered “yes” to Part 4(a) above, did you receive your Registrable Securities
as compensation for investment banking services provided to the Company?
	 	 	 
	 	 	Yes  ̈            No  ̈
	 	 	 
	 	 	Note: If you answered “no”,
the SEC’s staff has indicated that you should be identified as an underwriter in the Resale Registration Statement.



   


		(c)	Are you an affiliate of a broker-dealer?
	 	 	 
	 	 	Yes  ̈            No  ̈
	 	 	 
	 	 	If you answered “yes”,
provide a narrative explanation below:
	 	 	 
	 	 	 
	 	 	 






 


		(d)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities
in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements
or understandings, directly or indirectly, with any person to distribute the Registrable Securities?
	 	 	 
	 	 	Yes  ̈            No  ̈
	 	 	 
	 	 	Note: If you answered “no”,
the SEC’s staff has indicated that you should be identified as an underwriter in the Resale Registration Statement.



 






     


     


    

 


	PART V.	Beneficial Ownership of
                                         Other Securities of the Company Owned by the Selling Shareholder:	 



  


Except as set forth
below in this Part 5, the undersigned is not the beneficial or registered owner of any securities of the Company, other than the
Registrable Securities listed above in Part 3.


 


Type and amount of
other securities beneficially owned:


 


	 
	 
	 


 


 


	PART VI.	Relationships with the
                                         Company:	 



  


		(a)	Have you or any of your affiliates, officers, directors or principal equity holders (owners of
5% or more of the equity securities of the undersigned) held any position or office or have you had any other material relationship
with the Company (or its predecessors or affiliates) within the past three years?
	 	 	 
	 	 	Yes  ̈            No  ̈



 





 


		(b)	If your response to Part 6(a) above is “yes”, please state the nature and duration
of your relationship with the Company:
	 	 	 
	 	 	 
	 	 	 



 


 





	PART VII.	Plan of Distribution:	 


 





The undersigned has
reviewed the form of Plan of Distribution attached as Annex A hereto, and hereby confirms that, except as set forth below,
the information contained therein regarding the undersigned and its plan of distribution is correct and complete.


 


State any exceptions
here:


 





	 
	 
	 
	 


 


 






     


     


    

 





The undersigned agrees
to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the
date hereof and prior to the effective date of any applicable Resale Registration Statement. All notices hereunder shall be delivered
as set forth in the Registration Rights Agreement. In the absence of any such notification, the Company shall be entitled to continue
to rely on the accuracy of the information in this Notice and Questionnaire.


 


By signing below, the
undersigned consents to the disclosure of the information contained herein in its answers to Parts 1 through 7 above and the inclusion
of such information in the Resale Registration Statement and the Prospectus. The undersigned understands that such information
will be relied upon by the Company in connection with the preparation or amendment of any such Resale Registration Statement and
Prospectus.


 


By signing below, the
undersigned acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the
Exchange Act and the rules and regulations thereunder, particularly Regulation M in connection with any offering of Registrable
Securities pursuant to the Resale Registration Statement. The undersigned also acknowledges that it understands that the answers
to this Notice and Questionnaire are furnished for use in connection with registration statements filed pursuant to the Registration
Rights Agreement and any amendments or supplements thereto filed with the SEC pursuant to the Securities Act.


 


The undersigned confirms
that, to the best of his/her knowledge and belief, the foregoing answers to this Notice and Questionnaire are correct.


 


IN WITNESS WHEREOF,
the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person
or by its duly authorized agent. 


 


Dated: _____________


 


 


	 	Selling Shareholder:
	 	 
	 	 
	 	
	 	Name of Entity or Individual
	 	 
	 	 
	 	By:	  
	 	Name:	  
	 	Title: