WARRANT TO PURCHASE COMMON STOCK OF CHAMPIONS ONCOLOGY, INC.Warrant Agreement • May 11th, 2015 • Champions Oncology, Inc. • Biological products, (no disgnostic substances)
THIS CERTIFIES that [ ] or any subsequent holder hereof (the “Holder”), has the right to purchase from CHAMPIONS ONCOLOGY, INC., a Delaware corporation (the “Company”), upon the terms and subject to the limitations on exercise and conditions hereinafter set forth, up to [ ] fully paid and nonassessable shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time and from time to time beginning on the date on which this Warrant is originally issued (the “Issue Date”) and ending at 6:00 p.m., eastern time, on the date that is the fifth (5th) anniversary of the Issue Date (or, if such date is not a Business Day, on the Business Day immediately following such date) (the “Expiration Date”). This Warrant is issued pursuant to a Securities Purchase Agreement, dated as of March 24, 2011 (the “Securities Purchase Agreement”). Capitalized terms used
AMENDED AND RESTATED 2011 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 17th, 2015 • Champions Oncology, Inc. • Biological products, (no disgnostic substances) • New York
This AMENDED AND RESTATED 2011 SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 13, 2015, by and between Champions Oncology, Inc. (the “Company”) (previously known as Champions Biotechnology, Inc.), Battery Ventures IX, L.P. (“Ventures”), Battery Investment Partners IX, LLC (together with Ventures, “Battery”), Joel Ackerman (“Ackerman”) and Ronnie Morris (“Morris”) amends and restates in its entirety the Securities Purchase Agreement dated as of March 24, 2011 (the “Original 2011 Securities Purchase Agreement”) between the Company, Battery, Ackerman, Morris and the other parties to the Original 2011 Securities Purchase Agreement (such parties, Battery, Ackerman and Morris being the “Investors”), as amended by the Amendment No. 1 to 2011 Securities Purchase Agreement dated January 29, 2014.
CHAMPIONS ONCOLOGY, INC. 2,000,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2016 • Champions Oncology, Inc. • Biological products, (no disgnostic substances) • New York
Option Exchange AgreementOption Exchange Agreement • March 20th, 2015 • Champions Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Option Exchange Agreement (this “Agreement”) is dated as of March 16, 2015 between Champions Oncology, Inc. (the “Company”) and Ronnie Morris (the “Employee”).
OPTION EXCHANGE AGREEMENTOption Exchange Agreement • July 22nd, 2016 • Champions Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Option Exchange Agreement (this “Agreement”) is dated as of July 19, 2016 between Champions Oncology, Inc. (the “Company”) and Ronnie Morris (the “Employee”).
Champions Oncology, Inc. November 5, 2013Employment Agreement • November 12th, 2013 • Champions Oncology, Inc. • Biological products, (no disgnostic substances)
We are pleased to extend your employment as the Chief Executive Officer of Champions Oncology, Inc. (the “Company”). For so long as you serve as an executive officer of the Company, the Company will nominate you as a member of the board of directors of the Company. This offer is contingent upon your signing our Business Protection Agreement, a copy of which is attached hereto, which protects the Company’s intellectual property and good will, among other things. You will not be entitled to receive any salary or compensation other than the consideration described below, will not be entitled to any severance payments and you have elected to waive any employee benefits.
RESEARCH AND COLLABORATION AGREEMENTResearch and Collaboration Agreement • March 13th, 2012 • Champions Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Research and Collaboration Agreement (“Agreement”) is effective as of March 16, 2011 (the “Effective Date”) between Cephalon, Inc., a Delaware corporation with offices located at 41 Moores Road, Frazer, Pennsylvania 19355 (“Cephalon”) and Champions Biotechnology, Inc., a Delaware corporation with offices located at 855 N. Wolfe Street, Suite 619, Baltimore, Maryland 21205 (“Champions”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2008 • Champions Biotechnology, Inc. • Biological products, (no disgnostic substances) • Maryland
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • March 2nd, 2015 • Champions Oncology, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to Convertible Promissory Note (this “Amendment”), dated February 28, 2015, is by and between Champions Oncology, Inc. (the “Issuer”) and Ronnie Morris (the “Noteholder”).
Champions Oncology, Inc. March 16, 2015Employment Agreement • March 20th, 2015 • Champions Oncology, Inc. • Biological products, (no disgnostic substances)
This letter refers to our letter agreement dated November 5, 2013 regarding your employment compensations. The letter states that, for your employment year beginning November 2014 your annual salary of $325,000 will be paid in the form of cash to the extent of $216,000, and the balance will be paid in stock options.
AMENDMENT NO. 1 TO TO PURCHASE COMMON STOCK OF CHAMPIONS ONCOLOGY, INC.Warrant Amendment • March 17th, 2015 • Champions Oncology, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 (this “Amendment”) to the Warrants with the issue date of April 4, 2011 (the “Original Warrants”), effective as of March 13, 2015, is between Champions Oncology, Inc. (the “Company”) and the other parties hereto, who constitute the holders of Original Warrants exercisable for a majority of the number of shares of Common Stock of the Company into which all of the Original Warrants outstanding as of the date hereof are exercisable, and is thus binding upon all of the holders of Original Warrants pursuant to Section 12 of the Original Warrants.
ContractConvertible Promissory Note • December 5th, 2014 • Champions Oncology, Inc. • Biological products, (no disgnostic substances) • New York
THIS NOTE AND, IF APPLICABLE, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IN ACCORDANCE WITH THAT CERTAIN NOTE PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE OTHER PARTY NAMED THEREIN, AND IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE ISSUER IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2011 • Champions Biotechnology, Inc. • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 24, 2011, by and between Champions Biotechnology, Inc., a Delaware corporation (the “Company”), Battery Ventures IX, L.P., a Delaware limited partnership (“Ventures”) and Battery Investment Partners IX, LLC, a Delaware limited liability company (together with Ventures, “Battery”), and the parties listed on the Schedule of Investors attached hereto (the “Schedule of Investors”) (each hereinafter individually referred to as an “Investor” and collectively, together with Battery unless otherwise indicated, referred to as the “Investors”).
CHAMPIONS BIOTECHNOLOGY, INC. October 25, 2010Employment Agreement • October 29th, 2010 • Champions Biotechnology, Inc. • Biological products, (no disgnostic substances)
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 27th, 2009 • Champions Biotechnology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 18th day of May, 2009, by and between Champions Biotechnology, Inc., a Delaware corporation (the “Company”), and James M. Martell, an individual (the “Seller”).
AGREEMENTPatent Assignment Agreement • February 16th, 2007 • Champions Sports Inc • Retail-eating & drinking places
THIS AGREEMENT, executed in quintuplicate, is by and among Saeed R. Khan, residing in Owings Mills, Maryland (hereinafter “Khan”), Gurulingappa Hallur, residing in Owings Mills, Maryland (hereinafter “Hallur”), Manuel Hidalgo, residing in Baltimore, Maryland (hereinafter “Hidalgo”), Antonio Jimeno, residing in Baltimore, Maryland (hereinafter “Jimeno”) and Champions Biotechnology, Inc., a Delaware corporation, located at 2200 Wilson Boulevard, Suite 102-316, Arlington, Virginia 22201 (hereinafter “Champions”);
April 16, 2013Employment Letter Agreement • April 22nd, 2013 • Champions Oncology, Inc. • Biological products, (no disgnostic substances)
Following discussions between you and Champions Oncology, Inc. (the “Company”), we have agreed to amend certain provisions of the November 1, 2011 Employment Letter Agreement (copy attached) (the “Original Letter”) between you and the Company as follows in this letter (“Amendment Letter”):
Champions Biotechnology, Inc.Employment Agreement • July 29th, 2008 • Champions Biotechnology, Inc. • Biological products, (no disgnostic substances) • Maryland
PERSONALLY DELIVERED Mr. Durwood Settles, CPA Dear Mr. Settles: Champions Biotechnology, Inc. (the "Company") offers to employ you upon the terms herein provided. During the period that this Agreement is in effect: 1. Employment. You agree to serve as a full time employee of the Company at the will of the President and the Board of Directors as the Principal Financial and Accounting Officer of the Company upon the terms and conditions set forth below. 2. Duties. You will devote your full time and best efforts to serving faithfully and competently performing all of your duties under this Agreement. You will report to the President or to such other persons as the President directs, shall at all times be subject to the direction and control of the President, and shall satisfactorily carry out the duties assigned to you by such persons. You will not take any action which may interfere with, or may adversely affect the business, properties or prospects of the Company or any of it
AGREEMENT AND PLAN OF MERGER BY AND AMONG CHAMPIONS BIOTECHNOLOGY, INC. BIOMERK ACQUISITION CORP. AND BIOMERK, INC. May 18, 2007Merger Agreement • May 24th, 2007 • Champions Biotechnology, Inc. • Retail-eating & drinking places • Virginia
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") entered into as of May 18, 2007, by and among CHAMPIONS BIOTECHNOLOGY, INC., a Delaware corporation ("Champions Biotechnology" or the "Parent"), BIOMERK ACQUISITION CORP., a Maryland corporation and a wholly-owned subsidiary of Parent (the "Merger Sub"), and BIOMERK, INC., a Maryland corporation ("Biomerk" or the "Company"). The Parent, the Merger Sub and the Company each, individually, a "Party" or, collectively, the "Parties."
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2013 • Champions Oncology, Inc. • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2013 is by and between Champions Oncology, Inc., a Delaware corporation (the “Company”), and each of the persons and entities (each referred to herein as an “Investor” and, collectively, as the “Investors”) who are signatories to the 2011 Securities Purchase Agreement (as defined below) and the 2013 Securities Purchase Agreement (as defined below), including those persons and entities whose names appear on the signature pages hereof.
AMENDMENT NO. 1 TOSecurities Purchase Agreement • February 6th, 2014 • Champions Oncology, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 (this “Amendment”), dated as of January 29, 2014, is by and among Champions Oncology, Inc. (the “Company”), Battery Ventures IX, L.P. (“Ventures”), Battery Investment Partners IX, LLC (together with Ventures, “Battery”) and PAR Investment Partners, L.P. (“PAR”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2008 • Champions Biotechnology, Inc. • Biological products, (no disgnostic substances) • Maryland
PUT RIGHT AGREEMENTPut Right Agreement • February 6th, 2014 • Champions Oncology, Inc. • Biological products, (no disgnostic substances)
This Put Right Agreement (this “Agreement”), by and among Champions Oncology, Inc. (the “Company”), Joel Ackerman (“Ackerman”) and Ronnie Morris (“Morris”), is dated effective as of January 29, 2014.
Option Exchange AgreementOption Exchange Agreement • March 20th, 2015 • Champions Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Option Exchange Agreement (this “Agreement”) is dated as of March 16, 2015 between Champions Oncology, Inc. (the “Company”) and James McGorry (the “Employee”).
LEASELease • March 17th, 2009 • Champions Biotechnology, Inc. • Biological products, (no disgnostic substances) • Maryland
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 12th, 2015 • Champions Oncology, Inc. • Biological products, (no disgnostic substances) • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 11, 2015, by and among Champions Oncology, Inc., a Delaware corporation with headquarters located at One University Plaza, Suite 307, Hackensack, NJ 07601 (the “Company”), and the investors listed on the Schedule of Purchasers (the “Schedule of Purchasers”) as attached here to as Exhibit A (individually, an “Investor” and collectively, the “Investors”).
ContractWarrant Agreement • March 17th, 2015 • Champions Oncology, Inc. • Biological products, (no disgnostic substances) • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
Option Exchange AgreementOption Exchange Agreement • March 20th, 2015 • Champions Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Option Exchange Agreement (this “Agreement”) is dated as of March 16, 2015 between Champions Oncology, Inc. (the “Company”) and David Miller (the “Employee”).
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • March 2nd, 2015 • Champions Oncology, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to Convertible Promissory Note (this “Amendment”), dated February 28, 2015, is by and between Champions Oncology, Inc. (the “Issuer”) and Joel Ackerman (the “Noteholder”).
CHAMPIONS BIOTECHNOLOGY, INC. October 25, 2010Employment Agreement • October 29th, 2010 • Champions Biotechnology, Inc. • Biological products, (no disgnostic substances)
OPTION EXCHANGE AGREEMENTOption Exchange Agreement • July 22nd, 2016 • Champions Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware
This Option Exchange Agreement (this “Agreement”) is dated as of July 19, 2016 between Champions Oncology, Inc. (the “Company”) and David Miller (the “Employee”).
CONSULTING AGREEMENTConsulting Agreement • August 27th, 2009 • Champions Biotechnology, Inc. • Biological products, (no disgnostic substances) • Maryland
THIS CONSULTING AGREEMENT (“Agreement”) made this May 18, 2009, by and between James Martell, (the “Consultant”) whose address is 2200 Wilson Blvd., Suite 102-316, Arlington, VA, and CHAMPIONS BIOTECHNOLOGY, INC. (the “Company”) whose principal office is Science & Technology Park at Johns Hopkins, 855 N. Wolfe Street, Baltimore, MD.
AMENDMENT NO. 1 TOSecurities Purchase Agreement • February 6th, 2014 • Champions Oncology, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 (this “Amendment”), dated as of January 29, 2014, is by and among Champions Oncology, Inc. (the “Company”), Battery Ventures IX, L.P. (“Ventures”) and Battery Investment Partners IX, LLC (together with Ventures, “Battery”).
MASTER SUPPLY & SERVICES CONTRACTMaster Supply & Services Contract • March 14th, 2014 • Champions Oncology, Inc. • Biological products, (no disgnostic substances) • New York
This Master Supply and Services Contract (the “Contract”) is made on 2nd December, 2013 (“Effective Date”) between Pfizer Inc. (“Pfizer”) with an address at 235 E. 42 Street, New York, NY 10017-5755, and Champions Oncology, Inc., with an address at One University Plaza, Suite 307, Hackensack, NJ 07601 (“Company/You/Your”). Pfizer and Company each shall be referred to herein as a “Party” and together as “Parties”.
Champions Oncology, Inc. March 16, 2015Employment Agreement • March 20th, 2015 • Champions Oncology, Inc. • Biological products, (no disgnostic substances)
This letter refers to our letter agreement dated November 5, 2013 regarding your employment compensations. The letter states that, for your employment year beginning November 2014 your annual salary of $305,000 will be paid in the form of cash to the extent of $196,000, and the balance will be paid in stock options.
