X0306 4 2016-11-08 0 0000850261 Sorrento Therapeutics, Inc. SRNE 0001470981 Ji Henry C/O SORRENTO THERAPEUTICS, INC. 9380 JUDICIAL DRIVE SAN DIEGO CA 92121 1 1 0 0 President and CEO Common Stock 2016-11-08 4 A 0 67931 A 67931 I See Footnote Common Stock 17776 D Common Stock 2053162 I See Footnote Pursuant to a stock purchase agreement by and among the Issuer, Scilex Pharmaceuticals Inc. ("Scilex"), the stockholders of Scilex party thereto (the "Scilex Stockholders") and SPI Shareholders Representative, LLC, as representative of the Scilex Stockholders (the "Stock Purchase Agreement"), an entity of which the Reporting Person and his spouse are the sole members and managing directors (the "Entity") sold 1,368,681 shares of common stock of Scilex to the Issuer in exchange for 67,931 shares of common stock of the Issuer. The Stock Purchase Agreement, which was entered into on November 8, 2016, placed a value on the Issuer's common stock of $6.33 per share. (Continued from Footnote 1) Of the 67,931 shares issued to the Entity pursuant to the Stock Purchase Agreement, 13,586 are currently being held in escrow and are subject to forfeiture until May 8, 2017 to satisfy claims arising as a result of Scilex's or the Entity's breach of their representations, warranties or covenants contained in the Stock Purchase Agreement. Shares are held by an entity of which the Reporting Person and his spouse are the sole members and managing directors. Shares are held in family trust, of which the Reporting Person is a co-trustee with his wife. /s/ Henry Ji 2016-11-09