Exhibit 10.1





 










Amendment
No. 1 to Securities PURCHASE AGREEMENT


 


This Amendment No.
1 to Securities Purchase Agreement (this “Amendment”) is effective as of June 13, 2018 by and among Sorrento
Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature
pages to this Amendment (collectively, the “Majority Purchasers”).


 


Recitals


 


Whereas,
the Company and the Majority Purchasers are parties to that certain Securities Purchase Agreement, dated as of March 26, 2018 (as
may be amended or restated from time to time, the “Purchase Agreement”), pursuant to which, among other
things, the Company agreed to issue and sell to the purchasers identified on Schedule A thereto, and such purchasers agreed to
purchase from the Company, (1) convertible promissory notes in an aggregate principal amount of $120,500,000, and (2) warrants
to purchase an aggregate of 8,591,794 shares of common stock of the Company, par value $0.0001 per share;


 


Whereas,
pursuant to Section 15 of the Purchase Agreement, no provision of the Purchase Agreement may by amended, waived or modified other
than by an instrument in writing signed by the Company and, prior to the Closing, the Purchasers purchasing at least a majority
of the aggregate principal amount of the Notes, as set forth on Schedule A thereto, and any such amendment, waiver or modification
effected in accordance with Section 15 of the Purchase Agreement shall be binding upon all Purchasers and each transferee of the
Securities, each future holder of all such securities and the Company;


 


Whereas,
as of the date of this Amendment, the Closing has not occurred;


 


Whereas,
the Majority Purchasers are Purchasers purchasing at least a majority of the aggregate principal amount of the Notes as set forth
on Schedule A to the Purchase Agreement; and


 


Whereas,
the Company and the Majority Purchasers wish to amend the Purchase Agreement to reduce the aggregate principal amount of Notes
to be issued thereunder and reduce the aggregate number of shares of Common Stock issuable upon conversion of the Warrants on the
terms set forth herein.


 


Now
Therefore, in consideration of the mutual covenants and agreements contained herein, and with reference to the above
recitals, the parties hereby agree as follows:


 


ARTICLE
1

AMENDMENTS


 


1.1       Amendment
of Recitals. The first recital of the Purchase Agreement is hereby amended by
deleting the reference to “$120,500,000” therein and replacing it with “$37,848,750” and by deleting the
reference to “8,591,794” therein and replacing it with “2,698,662”.


 






     


     


    

 


1.2       Amendment
and Restatement of Schedule A. Schedule A of the Purchase Agreement is hereby
amended and restated in its entirety to read as set forth on Exhibit 1 hereto.


 


1.3       Amendment
to Section 4.2. Section 4.2 of the Purchase Agreement is hereby amended by deleting
the reference to “$60,250,000” therein and replacing with “$18,924,375”.


 


1.4       Amendment
to Section 15 of Exhibit A. Section 15 of Exhibit A of the Purchase Agreement is hereby amended by deleting the reference to
“$115,000,000” therein and replacing with “$36,121,214”.


 


1.5       Amendment
to Section 16 of Exhibit A. Section 16 of Exhibit A of the Purchase Agreement is hereby amended by deleting the reference to
“$60,000,000” therein and replacing with “$18,845,851”.


 


1.6       Amendment
and Restatement of Schedule A to Exhibit C. Schedule A of Exhibit C of the Purchase
Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit
2 hereto.


 


ARTICLE
2

GENERAL PROVISIONS


 


2.1       Definitions.
Capitalized terms in this Amendment but not otherwise defined in this Amendment shall have the meanings set forth in the Purchase
Agreement.


 


2.2       Recitals.
The Recitals shall be deemed to form part of this Amendment and are binding on the parties hereto.


 


2.3       Continuing
Effectiveness. Except as modified by this Amendment, the Purchase Agreement shall remain in full force and effect and no party
by virtue of entering into this Amendment is waiving any rights it has under the Purchase Agreement, and once this Amendment is
executed by the parties hereto, all references in the Purchase Agreement to “the Agreement” or “this Agreement,”
as applicable, shall refer to the Purchase Agreement as modified by this Amendment.


 


2.4       Successors
and Assigns. No party to this Amendment may assign any of its rights or delegate any of its obligations under this Amendment
without the prior written consent of the other parties to this Amendment. Subject to the preceding sentence, this Amendment shall
apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties to this
Amendment.


 


2.5       Governing
Law; Venue. This Amendment, the relationship of the parties hereto and any claims or disputes arising under or relating to
this Amendment shall be governed by and construed in accordance with Section 10 of the Purchase Agreement.


 






     2


     


    

 


2.6       Counterparts.
This Amendment may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that
a .pdf or other form of electronic signature shall be considered due execution and shall be binding upon the signatory thereto
with the same force and effect as if the signature were an original, not a .pdf or other form of electronic signature.


 


[Signature Page Follows]


 




     3


     


    

IN
WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities Purchase Agreement as of the date first written above.


 


COMPANY:


 


 


SORRENTO THERAPEUTICS, INC.


 


 




By:/s/ Henry Ji, Ph.D.


Name: Henry Ji, Ph.D.


Title: Chairman of the Board, President
& Chief Executive Officer


 




    
[Signature Page to Amendment No. 1 to Securities Purchase Agreement]



     


    

IN
WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities Purchase Agreement as of the date first written above.


 


PURCHASER:


 


 


Asia
Pacific MedTech (BVI) Limited


 


 


 


By:/s/ GU NANA


Name: GU NANA


Title: Director




    
[Signature Page to Amendment No. 1 to Securities Purchase Agreement]



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities Purchase Agreement as of the date first written above.


 


PURCHASER:


 


 


Famous
Sino Limited


 


 


 


By: /s/ Guangze WU


Name: Guangze WU


Title: Director




    
[Signature Page to Amendment No. 1 to Securities Purchase Agreement]



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities Purchase Agreement as of the date first written above.


 


PURCHASER:


 


 


China In Shine Investment
Limited


 


 


 


By: /s/ CHIT FUNG


Name: CHIT FUNG


Title: Director




    
[Signature Page to Amendment No. 1 to Securities Purchase Agreement]



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities Purchase Agreement as of the date first written above.


 


PURCHASER:


 


 


Himark
Group (Holdings) Company Limited


 


 


 


By:/s/ O Na


Name: O Na


Title: Director




    
[Signature Page to Amendment No. 1 to Securities Purchase Agreement]



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities Purchase Agreement as of the date first written above.


 


PURCHASER:


 


 


Success
Indicator Investments Limited


 


 


 


By: /s/ Kang LI


Name: Kang LI


Title: Director




    
[Signature Page to Amendment No. 1 to Securities Purchase Agreement]



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities Purchase Agreement as of the date first written above.


 


PURCHASER:


 


 


Pipeline Ventures,
LLC


 


 


By: /s/ Patrick Lin


Name: Patrick Lin


Title: Partner


 




    
[Signature Page to Amendment No. 1 to Securities Purchase Agreement]



     


    

Exhibit
1


 


Schedule
A


 


Schedule
of Purchasers


 


	Name of Purchaser	Address	Jurisdiction of Formation (for Entities)	Principal Amount of Note Purchased	Number of Warrant Shares 
	Asia Pacific MedTech (BVI) Limited	c/o Offshore Incorporations Limited, P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands	British Virgin Islands	$10,000,000	713,012
	Famous Sino Limited	Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands	British Virgin Islands	$5,610,000	400,000
	China In Shine Investment Limited	Flat F, 12/F, Tower 5, Harbour Green, 8 Sham Mong Road, Tai Kok Tsui, Kowloon, Hong Kong	British Virgin Islands	$7,713,750	550,000
	Himark Group (Holdings) Company Limited	Flat C, 7/F, One Island Place, 51 Tanner Road, North Point, Hong Kong	British Virgin Islands	$7,012,500	500,000
	Success Indicator Investments Limited	P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands	British Virgin Islands	$7,012,500	500,000
	Pipeline Ventures, LLC	
        Pipeline Ventures, LLC

        c/o Patrick Lin

        21 “C” Orinda Way #138

        Orinda, CA 94563
	California	$500,000	35,650
	TOTAL	$37,848,750.00	2,698,662



 





Schedule A- 1











     


     


    




 


Exhibit
2


 


Schedule
A


 


Purchasers


 


	Purchaser	Contact Information for Notices	Principal Amount of Note Purchased	Shares Issuable Upon Conversion of Notes	Shares Issuable Upon Exercise of Warrants	Total Registrable Securities
	Asia Pacific MedTech (BVI) Limited	c/o Offshore Incorporations Limited, P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands	$10,000,000	1,426,024	713,012	2,139,036
	Famous Sino Limited	Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands	$5,610,000	800,000	400,000	1,200,000
	China In Shine Investment Limited	Flat F, 12/F, Tower 5, Harbour Green, 8 Sham Mong Road, Tai Kok Tsui, Kowloon, Hong Kong	$7,713,750	1,100,000	550,000	1,650,000
	Himark Group (Holdings) Company Limited	Flat C, 7/F, One Island Place, 51 Tanner Road, North Point, Hong Kong	$7,012,500	1,000,000	500,000	1,500,000
	Success Indicator Investments Limited	P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands	$7,012,500	1,000,000	500,000	1,500,000
	Pipeline Ventures, LLC	
        Pipeline Ventures, LLC

        c/o Patrick Lin

        21 “C” Orinda Way #138

        Orinda, CA 94563
	$500,000	71,301	35,650	106,951
	TOTAL	$37,848,750.00	5,397,325	2,698,662	8,095,987


 


 





Schedule A- 2