Information in this exhibit identified by [***] is confidential
and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) would likely
cause competitive harm to the registrant if publicly disclosed.


 


Exhibit 10.1


 


AMENDMENT #1 TO TRANSITION SERVICES
AGREEMENT


 


THIS AMENDMENT
#1 TO THE TRANSITION SERVICES AGREEMENT (this “Amendment #1”) between ADMA Biomanufacturing, LLC (“ADMA”)
and Biotest Pharmaceuticals Corporation (“BPC”) shall be effective as of June 6, 2019 (the “Effective
Date”). BPC and ADMA are each sometimes referred to herein individually as a “Party” or collectively as
the “Parties.”


 


RECITALS


 


WHEREAS, ADMA
and BPC entered into a Transitions Services Agreement dated as of June 6, 2017 (the “Agreement”); and


 


WHEREAS, ADMA
and BPC wish to amend and extend the Agreement.


 


PROVISIONS


 


NOW, THEREFORE,
in consideration of the respective promises contained herein and other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:


 


		1.	Section 3.1 entitled “Term”, shall be amended to add the following:



 


“The
agreement shall be extended for a period of twelve (12) months commencing on the second anniversary of the Effective Date of the
Agreement (the “Extension Period”). For avoidance of doubt the Extension Period shall commence on June 6, 2019. All
applicable services as stated in the Services Schedules shall continue. In addition, the Parties may add additional services upon
mutual written agreement.”


 


		2.	Section 6.4 entitled, “Notices”, shall be amended by deleting section (a) as
it relates to BPC and replacing it with the following:



 


		(a)	If to BPC:



 


Biotest Pharmaceuticals
Corporation


901 Yamato Road,
Suite 101


Boca Raton, FL 33431


Attn: Ileana Carlisle,
CEO


 


with a copy to (which
will not constitute notice):


 


Biotest Pharmaceuticals
Corporation


901 Yamato Road,
Suite 101


Boca Raton, FL 33431


Attn: Legal Department


 






     


     


    

 


MISCELLANEOUS


 


Each Party certifies that each of its representations
and warranties set forth in this Amendment #1 is true and correct as of the date hereof as though made on the date hereof.


 


Capitalized terms not defined herein shall
have the meanings given to such terms in the Agreement.


 


Except as expressly provided herein, all
terms and conditions set forth in the Agreement remain unchanged and continue in full force and effect. This Amendment #1 shall
govern in the event of any conflict between this Amendment #1 and the Agreement. Capitalized terms not otherwise defined herein
have the meanings ascribed thereto in the Agreement. It is agreed by the parties that all references to the Agreement hereafter
made by them in any document or instrument delivered pursuant to or in connection with the Agreement shall be deemed to refer to
the Agreement as amended hereby.


 


This Amendment #1 and the Agreement embody
the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior
agreements and understandings relating to the subject matter.


 


This Amendment #1 may be executed in any
number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same single
document, and any such counterpart containing an electronically scanned or facsimile signature will have the same effect as original
manual signatures.


 


The Parties agree that they and their employees
shall execute all documents and do all other things necessary to carry out the intent to implement the provisions of this Amendment
#1.


 


IN WITNESS WHEREOF, the parties
hereby have caused this Amendment #1 to the Agreement to be executed and the persons signing below warrant that they are duly authorized
to sign for and on behalf of their respective Parties.


 


	ADMA BIOMANUFACTURING,
    LLC	BIOTEST PHARMACEUTICALS
    CORPORATION 
	 	 
	By: /s/ Adam
    Grossman	By: /s/ Ileana
    Carlisle
	 	 
	Name: Adam Grossman	Name: Ileana
    Carlisle
	 	 
	Title: President
    and Chief Executive Officer	Title: Chief
    Executive Officer and President
	 	 
	Date: August
    29, 2019	Date: August
    29, 2019




 






    2


     


    

 





Revised
Schedule 1


 


BPC
Transition Services


 


Omitted pursuant
to Item 601(a)(5) of Regulation S-K. 


 






     


     


    

 


Schedule
2


 


ADMA
Transition Services


  


Omitted pursuant
to Item 601(a)(5) of Regulation S-K.


 






     


     


    

 


Schedule
3


 


Laboratory
Space


 


Omitted pursuant
to Item 601(a)(5) of Regulation S-K.


 






     


     


    

 


Schedule
4


 


Warehouse
and Freezer/Refrigerator (Cold) Storage


 


Omitted
pursuant to Item 601(a)(5) of Regulation S-K.


 


 


 


 


[SIGNATURE
PAGE TO FOLLOW]


 






     


     


    

 


IN WITNESS
WHEREOF, the parties hereby have caused these revised Schedules to the Transition Services Agreement to be executed and the
persons signing below warrant that they are duly authorized to sign for and on behalf of their respective Parties.


 


	ADMA BIOMANUFACTURING,
    LLC	BIOTEST PHARMACEUTICALS
    CORPORATION 
	 	 
	By: /s/ Adam
    Grossman	By: /s/ Ileana
    Carlisle
	 	 
	Name: Adam Grossman	Name: Ileana
    Carlisle
	 	 
	Title: President
    and Chief Executive Officer	Title: Chief
    Executive Officer and President
	 	 
	Date: August
    29, 2019	Date: August
    29, 2019




 






     


     


    

 


Information in this exhibit identified by [***] is confidential
and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) would
likely cause competitive harm to the registrant if publicly disclosed.


 


Exhibit
“A”


 


Transition
Services Fee Schedule


 


	
        Shared
Services by Level
	Hourly Rate
	Senior Management (i.e. CEO, CFO, CSO)	
        $[***]

	VP Average	$[***]
	Sr. Director Average	$[***]
	Director Average	$[***]
	Sr. Manager Average	$[***]
	Manager Average	$[***]
	Full Time Exempt Average	$[***]
	Full Time Non-Exempt Average	$[***]


 


If
BPC or ADMA uses a Third
Party Service Provider to provide any
of the Services described in these Service Schedules,
the amount payable by ADMA or BPC
in respect of the Services received by
such Party shall be identical to the
rate that BPC or ADMA, as applicable, is
charged by such
Third Party Service Provider for such Services.