Blueprint





  Exhibit 10.1











 



AMENDMENT NO. 1 TO SECURITIES 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, Bosun
S. Hau and Rui Zhang (each, a “Purchaser” and together, the
“Purchasers”),
amends that certain Securities
Purchase Agreement dated as of January 30, 2018 between the Company
and the Purchasers (the “Securities Purchase
Agreement”). Capitalized
terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Securities Purchase
Agreement.


 


WHEREAS, the
parties wish to amend the Securities Purchase Agreement to increase
the aggregate number of shares of Common Stock to be sold and
purchased as currently set forth in the Securities Purchase
Agreement.


 


WHEREAS, the
parties wish to amend the Securities Purchase Agreement to add Rui
Zhang as an additional Purchaser.


 


WHEREAS, the
Company desires to issue and sell to the Purchasers pursuant to
this Agreement, and each Purchaser, severally, desires to purchase
from the Company the aggregate number of shares of Common Stock as
is set forth opposite its name in Exhibit A hereto;


 


 


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 Securities Purchase Agreement shall be
deleted in its entirety and replaced with the
following:


 


WHEREAS, the
Company has authorized the issuance of 1,719,324 shares of common
stock, par value $0.001 per share, of the Company (the
“Common
Stock”);


 

2.   Rui
Zhang, severally for himself, and not jointly with the other
Purchasers, represents and warrants to the Company each of the
representations and warranties set forth in Article 4 of the
Securities Purchase Agreement as of the date hereof


 


 

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


 

4. Except as modified
and amended herein, all of the terms and conditions of the
Securities Purchase Agreement shall remain in full force and
effect.


 




 








 






 

 

5. 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.


 

6. 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 hereto have executed this Agreement as
of the day and year first above written.

 


	
 

	


COMPANY:


CELLULAR
BIOMEDICINE GROUP, INC.


By:

/s/ Bizuo (Tony)
Liu                                



Name: Bizuo (Tony)
Liu

Title: Chief
Executive Officer









 


 


 


 


 





[Signature Page to Common Stock Purchase Agreement]








 






 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

 


PURCHASER:

 


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

 


 





[Signature Page to Common Stock Purchase Agreement]








 






 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

 


PURCHASER:

 


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

 


 





[Signature Page to Common Stock Purchase Agreement]








 






IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

 


PURCHASER:


 

 



/s/ Bosun S.
Hau                       




Bosun
S. Hau

 


 


 


 





[Signature Page to Common Stock Purchase Agreement]








 






 

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

 

 


PURCHASER:


 



/s/ Rui Zhang__________________


Rui
Zhang

 


 





[Signature Page to Common Stock Purchase Agreement]








 










 



EXHIBIT A



PURCHASERS


 


	


Purchaser Name and Address

	


Purchase Price per Share

	


Aggregate Number of Shares of Common Stock to be
Purchased

	


Aggregate Purchase Price


	
 

	
 

	
 

	
 


	

Wealth
Map Holdings Limited, a BVI Company


c/o
Unit 2006-08


20/F
Harbour Centre, 25 Harbour Road


Wan
Chai, Hong Kong


Email:
jamesliu@sailing-capital.com

	

$17.80

	

1,404,494

	

$24,999,993.20


	
 

	
 

	
 

	
 


	

Earls
Mill Limited, a BVI Company


c/o
Unit 2006-08


20/F
Harbour Centre, 25 Harbour Road


Wan
Chai, Hong Kong


Email:
jamesliu@sailing-capital.com

	

$17.80

	

308,426

	

$5,489,982.80


	
 

	
 

	
 

	
 


	

Bosun
S. Hau


c/o
Unit 2006-08


20/F
Harbour Centre, 25 Harbour Road


Wan
Chai, Hong Kong


Email:
bosunhau@sailing-capital.com

	

$17.80

	

1,404

	

$24,991.20


	
 

	
 

	
 

	
 


	

Rui Zhang1002 Tower One, #171Lane 1038 Huashan Road,


Shanghai, China


Email: rzhanghk@hotmail.com


	

$17.80

	

5,000

	

$89,000


	
 

	
 

	
 

	
 


	

TOTAL:

	
 

	


1,719,324

	


$30,603,967.20