Blueprint





  Exhibit
4.1











 



AMENDMENT NO. 1 TO REGISTRATION PURCHASE AGREEMENT


 



This Amendment No. 1 dated as of February 5, 2018 (this
“Amendment”)
by and between Cellular Biomedicine Group, Inc., a Delaware
corporation (the “Company”)
and Wealth Map Holdings Limited, Earls Mill Limited, and
Bosun S. Hau (each an “Investor” and
together the “Investors”)
amends that certain Registration
Rights Agreement dated as of January 30, 2018 between the Company
and the Investors (the “Registration Rights
Agreement”). Capitalized
terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Share Purchase
Agreement.

 


 


WHEREAS, the
parties wish to amend the Registration Rights Agreement to add Rui
Zhang as an Investor.


 


NOW
THEREFORE, in consideration of the premises, the mutual agreements
contained herein and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the
undersigned agree as follows:


 

1.  The first
Whereas clause of the Registration Rights Agreement shall be
deleted in its entirety and replaced with the
following:


 


WHEREAS, the
Investors have, pursuant to that certain Securities Purchase
Agreement, dated as of January 30, 2018, between the Company and
the Investors (the “Purchase
Agreement”), and amended as of February 1, 2018,
agreed to purchase the Securities, subject to the terms and
conditions set forth therein; and

 


 

2. To the extent any
other provisions of the Registration Rights Agreement need to be
amended to properly reflect the revisions set forth above, such
provisions are hereby so amended.


 

3. Except as modified
and amended herein, all of the terms and conditions of the
Registration Rights Agreement shall remain in full force and
effect.


 

4. This Amendment may
be executed in one or more counterparts (including facsimile
counterparts), each of which shall, for all purposes, be deemed an
original and all of such counterparts, taken together, shall
constitute one and the same Amendment.


 

5. This Amendment and
the rights of the parties hereto shall be interpreted in accordance
with the laws of the State of New York, without giving effect to
principles of conflict of laws.


 


[SIGNATURE
PAGE FOLLOWS]

 




 








 






 


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

 


 

 


	
 

	

CELLULAR
BIOMEDICINE GROUP, INC.


	
 

	

By: /s/
Bizuo (Tony) Liu


	
 

	

Name:
Bizuo (Tony) Liu


	
 

	

Title:
Chief Executive Officer







 


 


 




 








 






IN
WITNESS WHEREOF, the parties have executed or caused this Agreement
to be executed as of the date first written above.

 

 


INVESTOR:

 


WEALTH
MAP HOLDINGS LIMITED, A BVI COMPANY


 

 



By: /s/ James Xiao Dong
Liu






 



Name: James Xiao Dong
Liu     






 



Title: Director                     








 

 


Address: c/o Unit
2006-08


20/F
Harbour Centre, 25 Harbour Road


Wan
Chai, Hong Kong


 


Email:
jamesliu@sailing-capital.com

 


 




 








 






IN
WITNESS WHEREOF, the parties have executed or caused this Agreement
to be executed as of the date first written above.

 

 


INVESTOR:

 


EARLS
MILL LIMITED, A BVI COMPANY


 

 



By:
/s/ James Xiao Dong
Liu






 



Name: James Xiao Dong
Liu                  







 



Title: Director          








 

 


Address: c/o Unit
2006-08


20/F
Harbour Centre, 25 Harbour Road


Wan
Chai, Hong Kong


 


Email:
jamesliu@sailing-capital.com

 


 




 








 






IN
WITNESS WHEREOF, the parties have executed or caused this Agreement
to be executed as of the date first written above.

 

 


INVESTOR:


 

 



/s/ Bosun S.
Hau          








Bosun
S. Hau


 

 

 

 

 

 




 








 






 


IN
WITNESS WHEREOF, the parties have executed or caused this Agreement
to be executed as of the date first written above.

 

 


INVESTOR:


 

 



/s/ Rui Zhang     
     
    







Rui
Zhang