Exhibit 4.2


 


THE SECURITIES REPRESENTED
HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY BE OFFERED, SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF (EACH, A “TRANSFER”) ONLY IF SUCH SECURITIES ARE REGISTERED UNDER
THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR IF SUCH TRANSFER IS MADE PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS AFTER PROVIDING AN OPINION OF COUNSEL TO SUCH EFFECT.


 


THE SECURITIES REPRESENTED
HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AS SET FORTH
IN A SECURITIES PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED
AT THE PRINCIPAL OFFICE OF THE COMPANY.


 


COMMON STOCK PURCHASE WARRANT


 


SORRENTO
THERAPEUTICS, INC.


 


	Warrant Shares: 2,424,242	Initial Issuance Date: December 21, 2017


 


THIS COMMON STOCK
PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________________ or
its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise
and the conditions hereinafter set forth, at any time and from time to time on or after June 20, 2018 (the
“Initial Exercise Date”) and on or prior to the close of business on June 21, 2023 (the
“Termination Date”) but not thereafter, to subscribe for and purchase from Sorrento Therapeutics,
Inc., a Delaware corporation (the “Company”), up to 2,424,242 shares of Common Stock (as subject to
adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under
this Warrant shall be equal to the Exercise Price (as defined below).


 


Section 1.            Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement
(as may be amended or restated from time to time, the “Purchase Agreement”), dated December 11, 2017,
by and among the Company and the purchasers identified on Schedule A thereto.
For purposes of this Warrant, the following capitalized terms have the meanings assigned to them in this Section 1.


 


a)          “Business
Day” means any day except a Saturday, a Sunday or any other day on which commercial banks are required or authorized
to close in the City of New York, State of New York or the City of San Diego, State of California.


 




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b)          “Change
of Control” means the occurrence of any of the following events: (i) any “person” (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange
Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the
Company’s then-outstanding voting securities, except that any change in the beneficial ownership of the securities of the
Company as a result of a private financing of the Company that is approved by the Company’s board of directors, shall not
be deemed to be a Change of Control; (ii) the consummation of the sale, lease, license or disposition by the Company of all or
substantially all of the Company’s assets; or (iii) the consummation of a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity or its parent) at least 50% of the total voting power represented by the voting securities of the Company
or such surviving entity or its parent outstanding immediately after such merger or consolidation.


 


c)          “Closing
Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (i) if the
Common Stock is then listed or quoted on a Trading Market, the last reported closing bid price for such date on the Trading Market
on which the Common Stock is then listed or quoted as reported by Bloomberg L.P., (ii) if the Common Stock is not then listed on
a Trading Market or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink
Sheets” published by OTC Markets Group Inc. (or a similar organization or agency succeeding to its functions of reporting
prices), the last bid price per share of the Common Stock so reported, or (iii) in all other cases, the fair market value
of a share of Common Stock as determined by an independent appraiser selected in good faith by the Company and reasonably acceptable
to the Holder, the fees and expenses of which shall be paid by the Company.


 


d)          “Trading
Day” means a day on which the Common Stock
is traded on a Trading Market or, if the Common Stock is not traded on a Trading Market, then on the principal securities exchange
or securities market on which the Common Stock is then traded.


 


e)          “Trading
Market” means any market or exchange of The NASDAQ Stock Market LLC or the
New York Stock Exchange.


 


f)           “VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (i) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (ii) if the Common Stock is not then listed on
a Trading Market or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink
Sheets” published by OTC Markets Group Inc. (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Stock so reported, or (iii) in all other cases, the fair market
value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Company and reasonably
acceptable to the Holder, the fees and expenses of which shall be paid by the Company.


 




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Section 2.            Exercise.


 


a)          Exercise
of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by delivery to the principal office of the Company (or such other office or
agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing
on the books of the Company) of a duly executed facsimile or original copy of the Notice of Exercise Form annexed hereto (each,
a “Notice of Exercise”). Unless being exercised on a cashless basis in accordance with Section 2(c),
within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for
the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company
until the Holder has purchased all of the Warrant Shares available hereunder and this Warrant has been exercised in full, in which
case, the Holder shall surrender this Warrant to the Company for cancellation within three Trading Days of the date the final Notice
of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number
of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder
in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing
the number of Warrant Shares purchased and the date of such purchases. The Company shall inform the Holder if a Notice of Exercise
has not been duly completed within one Business Day of receipt of such notice, but shall not refuse or object to the issuance of
the Warrant Shares upon receipt of, and pursuant to, a duly completed Notice of Exercise. The Holder and any assignee, by acceptance
of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion
of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than
the amount stated on the face hereof.


 


b)          Exercise
Price. The exercise price per share of the Common Stock under this Warrant shall be $2.61, subject to adjustment hereunder
(the “Exercise Price”).


 


c)          Cashless
Exercise. If at the time of exercise of this Warrant there is no effective registration statement registering the resale of
the Warrant Shares by the Holder, the Holder, at its option, may exercise this Warrant, in whole or in part, by means of a “cashless
exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient
obtained by dividing [(Y)*(A-B)] by (A), where:


 


(A) = the
average of the Closing Bid Price of the shares of Common Stock for the five consecutive Trading Days ending on the last Trading
Day immediately preceding the date on which the Holder elects to exercise this Warrant by means of a “cashless exercise,”
as set forth in the applicable Notice of Exercise;


 




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(B) = the
Exercise Price of this Warrant, as adjusted hereunder; and


 


(Y) = the
number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.


 


d)          Mechanics
of Exercise.


 


i.         Delivery
of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer
agent (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s prime broker
with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the
Company is then a participant in such system and there is an effective registration statement permitting the issuance of the Warrant
Shares to or resale of the Warrant Shares by the Holder, or otherwise by physical delivery to the address specified by the Holder
in the Notice of Exercise by the date that is three Trading Days after the latest of (A) the delivery to the Company of the Notice
of Exercise, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above, including
by means of a “cashless exercise” (such date, the “Warrant Share Delivery Date”). The Warrant
Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed
to have become a holder of record of such shares for all purposes, as of the date this Warrant has been exercised, with payment
to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(v)
prior to the issuance of such shares, having been paid. 


 


ii.        Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of the
Holder and upon surrender of this Warrant, at the time of delivery of the certificate or certificates representing the Warrant
Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called
for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


 


iii.       Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing
the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to
rescind such exercise. Any rescission by the Holder pursuant to this Section 2(d)(iii) shall not affect any other remedies available
to the Holder under Laws or equity as a result of the Company’s failure to timely deliver the Warrant Shares.


 




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iv.       No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


v.       Charges,
Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall
be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed
by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other
than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto
duly executed by the Holder, and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse
it for any transfer tax incidental thereto.


 


vi.       Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.


 


Section 3.            Certain
Adjustments.


 


a)          Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification
of shares of Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the
aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall
become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 




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b)          Pro
Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common
Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants
to subscribe for or purchase any security, then in each such case the Exercise Price shall be adjusted by multiplying the Exercise
Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution
by a fraction of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record
date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock
as determined by the Board of Directors of the Company in good faith, and of which the denominator shall be the VWAP determined
as of the record date mentioned above. In either case the adjustments shall be described in a statement provided to the Holder
of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common
Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record
date mentioned above.


 


c)          Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may
be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given
date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


d)          Notice
to the Holder.


 


i.         Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company
shall, at the request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant,
and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number
or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable) and setting forth a brief
statement of the facts requiring such adjustment. Upon written request, the Company will promptly deliver a copy of each such certificate
to the Holder.


 




    	 	6	 



     


    

 


ii.        Notice
to Allow Exercise by the Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C)
the Company shall authorize the granting to all holders of the Common Stock or rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights of the Company, (D) a Change of Control is pending, or (E) the Company
shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each
case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register (as defined
below) of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,
or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distribution, redemption, rights or warrants are to be determined, or (y) the date on which such Change of Control is expected
to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled
to exchange their shares of Common Stock for securities, cash or other property deliverable upon such Change of Control; provided
that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate
action required to be specified in such notice. The Holder shall remain entitled to exercise this Warrant during the period commencing
on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth
herein. Except as otherwise prohibited by applicable laws, to the extent that any notice provided pursuant to this Section 3(d)(ii)
contains material, non-public information regarding the Company, the Company shall, disclose such information regarding the Company
in a Current Report on Form 8-K and file such Current Report on Form 8-K with the SEC no later than the second Trading Day following
the date such notice is delivered to the Holder.


 


Section 4.            Transfer
of Warrant.


 


a)          Transferability.
Subject to applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any registration rights)
are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated
agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder
or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue
to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.
This Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares
without having a new Warrant issued.


 




    	 	7	 



     


    

 


b)          New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in
such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial
issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant
thereto.


 


c)          Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.


 


Section 5.            Warrant
Agent. The Company shall serve as warrant agent under this Warrant. Upon 15 days’ notice to the Holder, the Company may
appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting
from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or
any new warrant agent transfers substantially all of its corporate trust or stockholders services business shall be a successor
warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as it shall
appear upon the Warrant Register.


 


Section 6.            Miscellaneous.


 


a)          No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).


 


b)          Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of
this Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


c)          Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding
Business Day.


 




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d)          Authorized
Shares.


 


The Company covenants
that, during the period this Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged
with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise
of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that
such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued
upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by
this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect
of any transfer occurring contemporaneously with such issue).


 


Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of the Holder as set forth in this Warrant against impairment. Without limiting
the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant
and (iii) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


Before taking any
action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise
Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any
public regulatory body or bodies having jurisdiction thereof.


 


e)          Governing
Law. This Warrant shall be construed under the laws of the State of California, without regard to principles of conflicts of
law or choice of law that would permit or require the application of the laws of another jurisdiction. All actions or proceedings
arising directly or indirectly from or in connection this Warrant shall be resolved in accordance with Section 10 of the Purchase
Agreement, as may be amended or restated from time to time.


 




    	 	9	 



     


    

 


f)           Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant constitute “restricted securities”
within the meaning of Rule 144 under the Securities Act and may not be sold, pledged or otherwise disposed of unless they are subsequently
registered under the Securities Act and applicable state securities laws or unless an exemption from registration thereunder is
available.


 


g)          Fees
and Expenses. Except as otherwise provided in this Warrant, all expenses incurred in connection with this Warrant and the transactions
contemplated hereby shall be paid by the party incurring such expenses.


 


h)          Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Warrant shall
be given in accordance with Section 16 of the Purchase Agreement, as may be amended or restated from time to time.


 


i)           Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


j)           Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate.


 


k)          Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of the Holder. The provisions of this Warrant are intended to be for the benefit of the Holder from time to time of this Warrant
and shall be enforceable by the Holder or holder of Warrant Shares.


 


l)           Amendment.
No provision of this Warrant may be amended, waived or modified other than by an instrument in writing signed by the Company and
the Holder.


 


m)         Severability.
If any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Warrant in that jurisdiction or the validity or enforceability
of any provision of this Warrant in any other jurisdiction.


 


n)          Headings.
The headings of this Warrant are for convenience of reference and shall not form part of, or effect the interpretation of, this
Warrant.


 




    	 	10	 



     


    

 


o)          Language;
Currency. This Warrant has been prepared in the English language and the English language shall control its interpretation.
In addition, all notices required or permitted to be given hereunder, and all written, electronic, oral or other communications
between the parties regarding this Warrant, shall be in the English language. All references to “$” contained in this
Warrant shall refer to United States Dollars unless otherwise stated.


 


********************


 


(Signature Page Follows)


 




    	 	11	 



     


    

 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	
        SORRENTO THERAPEUTICS,
        INC.

         

	 	 
	 	By:	 
	 	 	Name: Henry Ji, Ph.D.
	 	 	Title: President and Chief Executive Officer


 


[Signature Page to Common Stock Purchase
Warrant]


 




     


     


    

 


NOTICE OF EXERCISE


 


To:          SORRENTO
THERAPEUTICS, inc.


 


(1)           The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Common Stock
Purchase Warrant (the “Warrant”), and tenders herewith payment of the applicable exercise price, together
with all applicable transfer taxes, if any.


 


(2)           Payment
shall take the form of (check applicable box):


 


 ̈ in lawful money
of the United States; or


 


 ̈ if permitted,
the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 2(c) of
the Warrant, to exercise the Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless
exercise procedure set forth in Section 2(c) of the Warrant.


 


(3)           Please
issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is
specified below:


 


_______________________________


 


The Warrant Shares shall be delivered to the
following DWAC Account Number or by physical delivery of a certificate to:


 


_______________________________


 


_______________________________


 


_______________________________


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity: ________________________________________________________


Signature of Authorized Signatory of Investing
Entity: __________________________________


Name of Authorized Signatory: ___________________________________________________


Title of Authorized Signatory: _____________________________________________________


Date: _________________________________________________________________________


 




     


     


    

 


ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 


FOR VALUE RECEIVED, all
of or [_______] of the shares of the foregoing Common Stock Purchase Warrant (the “Warrant”) and all
rights evidenced thereby are hereby assigned to


 


_______________________________________________
whose address is


 


_______________________________________________________________.


 


_______________________________________________________________


 


	 	 	Dated: ______________, _______
	 	 	 
	 	Holder’s Signature:	_____________________________
	 	 	 
	 	Holder’s Address:	_____________________________
	 	 	 
	 	 	_____________________________


 


Signature Guaranteed: ___________________________________________


 


NOTE: The signature to this Assignment Form
must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the Warrant.