Exhibit 10.1


 


SECOND
AMENDMENT TO ASSET PURCHASE AGREEMENT


 


This
Second Amendment to Asset Purchase Agreement (this “Amendment”) is entered into as of November 9, 2016
with respect to the Asset Purchase Agreement dated as of April 4th, 2016 (the “Original Agreement”)
by and between OncoSynergy Inc., a Delaware corporation (“OS”) and DanDrit BioTech USA Inc., a Delaware
corporation (“DanDrit”). Each of the parties to this Agreement is individually referred to herein as
a “Party” and collectively as the “Parties”. Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Original Agreement.


 


RECITALS


 


Whereas,
OS and DanDrit are parties to the Original Agreement; and


 


Whereas,
the Parties wish to (i) waive certain closing
conditions set forth in the Original Agreement and (ii) extend the final date of the Closing, subject to the terms set forth herein.


 


AGREEMENT


 


Now,
Therefore, for good and reasonable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound, hereby agree as follows:


 


		1.	Amendments
                                         to the Original Agreement.



      


	 	(i)	Section 2.1 of the Original Agreement is hereby amended
and restated as follows:




 






“The
Purchase Price. DanDrit hereby covenants and agrees to pay to OS the Purchase Price, subject to the terms and conditions
herein. The Purchase Price for the Purchased Assets shall be as follows: at Closing, provided all conditions precedent have been
fulfilled or waived (i) OS shall receive a number of shares of common stock, par value 0.0001 (“Common Stock”)
of DanDrit equal to the number of shares of Common Stock outstanding immediately prior to the Closing (the “Consideration
Shares”), and (ii) in the event that, immediately prior to the Closing there shall be outstanding any option, right,
warrant, call, convertible security, right to subscribe, conversion right or other agreement or commitment to which DanDrit is
a party or which are binding upon DanDrit providing for the issuance by DanDrit or transfer by DanDrit of additional shares of
DanDrit’s capital stock (each a “Derivative Security”), OS shall receive a Derivative Security or Derivative
Securities of like tenor, exercisable or convertible into a like number of shares of Common Stock, and having rights, preferences,
terms and conditions consistent in all other respects with such outstanding Derivative Security, it being understood and intended
that immediately following the Closing OS will hold between 33% and 40% of the capital stock of DanDrit on a fully diluted basis,
assuming the exercise or conversion in full of all outstanding Derivative Securities of DanDrit. The Consideration Shares and
any Derivative Securities delivered pursuant to clause (ii) above may collectively hereinafter be referred to as the “Consideration
Securities”).”


 


		(ii)	Section
                                         3.6 of the Original Agreement is hereby deleted.
	 	 	 
		(iii)	Section
                                         4.2(a) of the Original Agreement is hereby amended to delete Section 4.2(a)(i) and Section
                                         4.2(a)(viii).



 






     

     


    

 


	 	(iv)	Section 4.2(a)(v) of the Original Agreement is hereby
amended and restated as follows:



 



“(v)
DanDrit’s governance structure as approved by the Board of Directors of DanDrit and agreed to by OS, including evidence
that, effective as of the Closing, each of Allen Salmasi and W. Shawn Carbonell has been appointed as a director of DanDrit, and
that DanDrit’s Board of Directors is constituted of five directors, consisting of two current directors of DanDrit, Messrs.
Salmasi and Carbonell and a fifth independent director, unaffiliated with either DanDrit or its stockholders or with OS, appointed
by DanDrit and mutually acceptable to DanDrit and OS;”


 


		(v)	Section
                                         4.3(b) of the Original Agreement is amended as follows:



 


“(b)
Name Change. At a time to be determined by the DanDrit Board of Directors, DanDrit will consider changing its name
to OncoSynergy Inc. and if DanDrit so changes its names, OS will change its name to a name not confusingly similar to OncoSynergy
Inc.”


 


	 	(vi)	Section 4.3 of the Original Agreement is hereby amended
to add the following:




 


“(e)
The Parties agree that the Closing will not take place until such time as each of the Board of Directors of OS and DanDrit has
granted its approval in its sole discretion, whether or not all Closing conditions are met, and authorized the
Closing.”


 


		2.	Conforming
                                         Changes. All provisions in the Original Agreement and any amendments, attachments,
                                         schedules or exhibits thereto in conflict with this Amendment shall be and hereby are
                                         changed to conform to this Amendment.
	 	 	 
		3.	Full
                                         Force and Effect. The remainder of the Original Agreement is not amended hereby and
                                         shall remain in full force and effect, except as otherwise set forth in this Amendment.
                                         The Parties hereby ratify and confirm the terms and conditions of the Original Agreement,
                                         as supplemented and amended by this Amendment.
	 	 	 
		4.	Recitals.
                                         The Recitals above are true and correct and are hereby incorporated by reference.
	 	 	 
		5.	Governing
                                         Law. This Amendment shall be governed by, and construed and enforced in accordance
                                         with, the laws of the State of Delaware, without regard to conflict of laws. Any and
                                         all actions brought under this Amendment shall be brought in the state or federal courts
                                         of the United States sitting in the City of New York, New York, Borough of Manhattan
                                         and each Party hereby agrees to the jurisdiction of such courts and hereby waives any
                                         right to object to the convenience of such venue.
	 	 	 
		6.	Counterparts.
                                         This Amendment may be executed in counterparts (including by means of facsimile or electronic
                                         transmission), each of which shall be deemed an original but all of which, when taken
                                         together, will constitute one and the same agreement.



  


[Signature
page follows.]








 






    	 	2	 



     


    

 


In
Witness Whereof, the Parties have executed this
Amendment as of the date set forth above.


 


	 	ONCOSYNERGY
    INC.
	 	 	 
	 	By:	 /s/
    W. Shawn Carbonell
	 	 	Name:
    W. Shawn Carbonell
	 	 	Title:
      President & CEO
	 	 	 
	 	Address:	409
    Illinois Street,
 San Francisco, CA 94158
 Attn: W. Shawn Carbonell  
	 	 	 
	 	DANDRIT
    BIOTECH USA INC.
	 	 	 
	 	By:	/s/ Eric Leire 
	 	 	Name:
    Eric Leire
	 	 	Title:
      CEO & President
	 	 	 
	 	Address: 	Fruebjergvej
    3, Box 62 
	 	 	2100
    Copenhagen, Denmark 
	 	 	Attn:
    Eric Leire