Exhibit
10.1


 


AMENDMENT
TO EMPLOYMENT AGREEMENT BY AND BETWEEN DAVID KOOS AND REGEN BIOPHARMA, INC DATED February 11, 2015 


WHEREAS,
David R. Koos ( “Employee”) and Regen Biopharma, Inc. a Nevada corporation, (“Company”) have entered into
that Employment Agreement (“Employment Agreement”) dated as of February 11, 2015.





WHEREAS,
Both Employee and Company desire to amend certain terms and conditions of the Employment Agreement





WHEREAS,
Both Employee and Company desire that certain equity securities of the Company issued to the Employee shall be returned to the
Company for cancellation





THEREFORE,
it is agreed as follows:





A.       EXTENSION
OF TERM. Section 2 of the Employment Agreement shall be amended to read as follows:


“Term.
The Term of this Agreement shall commence on November 11, 2015 and shall expire on December 31, 2019 unless sooner terminated
in accordance with the provisions of Section 6 hereof; provided, however, that the term of this Agreement may be extended by mutual
agreement. The period from the commencement of the term of this Agreement to the date of its expiration or sooner termination
shall be considered to be the “Employment Period" hereunder. 


C.       ISSUANCE
OF SERIES M PREFERRED STOCK


1.
On or before March 15, 2017 Company shall issue to Employee eleven million five hundred thousand shares of the Company’s
Series M Preferred Stock.


2.
Within 10 days of the sooner of execution of an agreement to a transaction whose completion would result in a “Change of
Control” of the Company or Checkpoint Immunology, Inc., a wholly owned subsidiary of the Company (“Checkpoint”)
or 10 days subsequent to the granting of a license by either of the Company or Checkpoint to an unaffiliated third party granting
that unaffiliated third party the right to develop and/or commercialize the Company’s or Checkpoint’s proprietary
NR2F6 intellectual property , the Company shall issue to Employee an additional forty million shares of the Company’s Series
M Preferred Stock (“Milestone Stock”) . For purposes of this Agreement, a Change of Control shall be defined as any
transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more
than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately
preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving
entity following the closing of such transaction.


3.
If the number of shares of any series of the Company’s outstanding stock at any time subsequent to the execution of this
Agreement is decreased by a combination of the outstanding shares of such stock, then, following the record date of such combination,
the number of shares of Milestone Stock issuable pursuant to this Agreement shall be decreased in proportion to such decrease
in outstanding shares.



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4.
If the number of shares of any series of the Company’s outstanding stock at any time subsequent to the execution of this
Agreement is subdivided into a larger number of shares then, following the record date of such subdivision, the number of shares
of Milestone Stock issuable pursuant to this Agreement shall be increased in proportion to such increase in outstanding shares. 


D.       ELECTION
TO EXCHANGE SERIES M PREFERRED SHARES FOR OTHER SECURITIES OF THE COMPANY


Provided
that Employee’s employment by the Company shall not have been terminated pursuant to Section 6(a)(iii) or 6(a)(iv) of the
Employment Agreement


 


(i)       Beginning
10 days subsequent to the granting of a license by either of the Company or Checkpoint to an unaffiliated third party granting
that unaffiliated third party the right to develop and/or commercialize the Company’s or Checkpoint’s proprietary
NR2F6 intellectual property Employee shall have the right to exchange up to the total number of the Company’s Series M Preferred
Shares issued to the Employee pursuant to the terms and conditions of this agreement for an equivalent number of either of the
Company’s common shares or the Company’s Series A Preferred Shares. This right shall be withdrawn in the event Employee’s
employment by the Company is terminated pursuant to Section 6(a)(iii) or 6(a)(iv) of the Employment Agreement This right shall
be withdrawn in the event of Employee's resignation.


(ii)       Beginning
10 days subsequent to a Change of Control of either the Company or Checkpoint, Employee shall have the right to exchange up to
the total number of the Company’s Series M Preferred Shares issued to the Employee pursuant to the terms and conditions
of this agreement for an equivalent number of either of the Company’s common shares or the Company’s Series A Preferred
Shares. This right shall be withdrawn in the event Employee’s employment by the Company is terminated pursuant to Section
6(a)(iii) or 6(a)(iv) of the Employment Agreement. This right shall be withdrawn in the event of Employee's resignation.


(iii)       Notwithstanding
the foregoing, beginning 10 days subsequent to the date which is twelve months subsequent to the execution of this agreement,
Employee shall have the right to exchange up to the total number of the Company's Series M Preferred Shares issued to the Employee
pursuant to the terms and conditions of this agreement for an equivalent number of either of the Company's common shares or the
Company's Series A Preferred Shares. This right shall be withdrawn in the event Employee's employment by the Company is terminated
pursuant to Section 6(a)(iii) or 6(a)(iv) of the Employment Agreement . This right shall be withdrawn in the event of Employee's
resignation .


(iv)       


E.       LEGAL
COUNSEL AND TAX ADVISOR. Employee acknowledges that Employee has carefully read this document and understands all of the terms
hereof and that Employee has been given the opportunity to discuss this document with Employee's private legal counsel and Employee’s
private tax advisor and has availed himself of that opportunity to the extent Employee wishes to do so.


F.       RESTRICTIVE
LEGEND. Employee acknowledges that any securities issued pursuant to this Agreement that are not registered pursuant to the Securities
Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Securities
Act of 1933, and shall contain the following restrictive legend:



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THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.


G.       ENTIRE
AGREEMENT. This instrument contains the entire agreement of the parties with respect to the subject matter hereof and supersedes
any prior agreements of the parties with respect to the subject matter hereof. It may be changed only by an agreement in writing
signed by a party against whom enforcement of any waiver, change, modification, extension or discharge is sought.


H.       GOVERNING
LAW AND VENUE.. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in
California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient
venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement,
then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and
other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.






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


 


COMPANY:


By:/s/David
R. Koos


Chairman
and CEO


3/1/2017


 


EMPLOYEE:


 


By:
/s/ David R. Koos


Employee


3/1/2017