Exhibit 10.1





  


EXECUTION COPY


 


INVESTORS’ RIGHTS AGREEMENT


 


by and among


 


ONCOBIOLOGICS, INC.,


 


STRIDES PHARMA INC.


 


and


 


CERTAIN KEY HOLDERS


 


March 10, 2014


 




     


     


    

  


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	1.	Definitions	1
	 	 	 
	2.	Registration Rights	4
	 	2.1	Demand Registration	4
	 	2.2	Company Registration	6
	 	2.3	Underwriting Requirements	6
	 	2.4	Obligations of the Company	8
	 	2.5	Furnish Information	9
	 	2.6	Expenses of Registration	9
	 	2.7	Delay of Registration	10
	 	2.8	Indemnification	10
	 	2.9	Reports Under Exchange Act	12
	 	2.10	Limitations on Subsequent Registration Rights	12
	 	2.11	“Market Stand-off” Agreement	13
	 	2.12	Restrictions on Transfer	13
	 	2.13	Termination of Registration Rights	15
	 	 	 
	3.	Information and Observer Rights	15
	 	3.1	Delivery of Financial Statements	15
	 	3.2	Inspection	16
	 	3.3	Observer Rights	17
	 	3.4	Termination of Information and Observer Rights	17
	 	3.5	Confidentiality	17
	 	 	 
	4.	Rights to Future Stock Issuances	17
	 	4.1	Right of First Offer	17
	 	4.2	Termination	18
	 	 	 
	5.	Additional Covenants	18
	 	5.1	Insurance	18
	 	5.2	Employee Agreements	19
	 	5.3	Matters Requiring Investor Approval	19
	 	5.4	Matters Requiring Investor Notice	20
	 	5.5	Board Matters	21
	 	5.6	Successor Indemnification	21
	 	5.7	Expenses of Counsel	21
	 	5.8	FCPA	22
	 	5.9	Cooperation of Key Holders	22
	 	5.10	Termination of Covenants	22
	 	 	 
	6.	Miscellaneous	22
	 	6.1	Successors and Assigns	22
	 	6.2	Governing Law	23
	 	6.3	Counterparts	23
	 	6.4	Titles and Subtitles	23
	 	6.5	Notices	23


 




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	 	6.6	Amendments and Waivers	24
	 	6.7	Severability	24
	 	6.8	Aggregation of Stock	24
	 	6.9	Additional Investors	24
	 	6.10	Entire Agreement	24
	 	6.11	Dispute Resolution	24
	 	6.12	Delays or Omissions	25


 


Schedule A-Schedule of Key Holders


 




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INVESTORS’
RIGHTS AGREEMENT


 


THIS INVESTORS’ RIGHTS
AGREEMENT (this “Agreement”), is made as of the 10th day of March, 2014, by and among Oncobiologics,
Inc., a New Jersey corporation (the “Company”), Strides Pharma Inc., a company incorporated under the laws of
New Jersey (the “Investor”), and each of the shareholders listed on Schedule A hereto, each of whom is
referred to herein as a “Key Holder”.


 


RECITALS


 


WHEREAS, the Company
and the Investor are parties to the Securities Purchase Agreement of even date herewith (the “Purchase Agreement”);
and


 


WHEREAS, in order
to induce the Company to enter into the Purchase Agreement and to induce the Investor to invest funds in the Company pursuant to
the Purchase Agreement, the Investor and the Company hereby agree that this Agreement shall govern the rights of the Investor to
cause the Company to register shares of Common Stock issuable to the Investor, to receive certain information from the Company,
and to participate in future equity offerings by the Company, and shall govern certain other matters as set forth in this Agreement;


 


NOW, THEREFORE,
the parties hereby agree as follows:


 


1.           Definitions.
For purposes of this Agreement:


 


1.1           “Adjustment
Period” means the time from the date hereof through the date on which the Company has engaged in a Qualified IPO or a
Qualified Liquidation Event.


 


1.2           “Affiliate”
means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under
common control with such Person, including without limitation any general partner, managing member, officer or director of such
Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members
of, or shares the same management company with, such Person.


 


1.3           “Board
of Directors” means the Company’s board of directors.


 


1.4           “Common
Stock” means the Company’s common stock, no par value per share.


 


1.5           “Damages”
means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act,
the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof)
arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration
statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements
thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to


 




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make the statements
therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates)
of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act,
the Exchange Act, or any state securities law.


 


1.6           “Derivative
Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly
or indirectly), Common Stock, including options and warrants.


 


1.7           “Excepted
Securities” means (i) securities of the Company issued upon the conversion or exercise of any currently issued debenture,
warrant, option, or other convertible security and that have not been amended to either reduce their conversion or exercise price
and/or to increase the number of shares issuable upon any such exercise or conversion; (ii) Common Stock issuable upon a stock
split, stock dividend, or any subdivision of shares of Common Stock; (iii) shares of Common Stock (or options to purchase such
shares of Common Stock) issued or issuable to employees or directors of, or consultants to, the Company pursuant to any plan approved
by the Board of Directors and shareholders; (iv) securities of the Company issued in connection with business combinations with
a business that the Company, in good faith, determines to be synergistic with the Company; and (v) securities of the Company issued
in strategic transactions in which the Board of Directors expects, in good faith, to derive substantial benefits, so long as such
transactions are not for the principal purpose of raising capital


 


1.8           “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


1.9           “Excluded
Registration” means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary
pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii)
a registration on any form that does not include substantially the same information as would be required to be included in a registration
statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered
is Common Stock issuable upon conversion of debt securities that are also being registered.


 


1.10         “Form
S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under
the Securities Act subsequently adopted by the SEC.


 


1.11         “Form
S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities
Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed
by the Company with the SEC.


 


1.12         “GAAP”
means generally accepted accounting principles in the United States.


 




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1.13         “Holder”
means any holder of Registrable Securities who is a party to this Agreement.


 


1.14         “Immediate
Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person
referred to herein.


 


1.15         “Initiating
Holder” means the Holder who properly initiates a registration request under this Agreement.


 


1.16         “Key
Employee” means any executive-level employee (including, division director and vice president-level positions) as well
as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property
(as defined in the Purchase Agreement).


 


1.17         “New
Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights,
options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible
or exchangeable into or exercisable for such equity securities.


 


1.18         “Person”
means any individual, corporation, partnership, trust, limited liability company, association or other entity.


 


1.19         “Preferred
Stock” means, collectively, shares of the Company’s Series A Preferred Stock and Series B Preferred Stock.


 


1.20         “Qualified
IPO” means the closing by the Company of a firm commitment underwritten public offering with a price of at least 4.3
times the Per Share Purchase Price (as defined in the Purchase Agreement) and gross proceeds to the Company of not less than $50
million.


 


1.21         “Qualified
Liquidation Event” means a merger or consolidation (other than one in which shareholders of the Company own a majority
of the voting power of the outstanding shares of the surviving or acquiring corporation) or a sale, lease, transfer, exclusive
license or other disposition of all or substantially all of the assets of the Company in which the consideration is either all
cash or securities that are either registered for sale on an exchange or quotation system or otherwise unrestricted and pursuant
to which the equity value of the Company (exclusive of any liabilities being assumed by the surviving or acquiring corporation)
is at least $300 million.


 


1.22         “Registrable
Securities” means the Purchased Shares (as defined in the Purchase Agreement), the Additional Shares (as defined in the
Purchase Agreement) and the Ratchet Shares (as defined in the Purchase Agreement); excluding in all cases, however, any Registrable
Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection
6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection
2.13 of this Agreement.


 




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1.23         “Registrable
Securities then outstanding” means the number of shares determined by adding the number of shares of outstanding Common
Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then
exercisable and/or convertible securities that are Registrable Securities.


 


1.24         “Reporting
Event” means the Company’s initial public offering of its Common Stock pursuant to an effective registration statement
under the Securities Act, or equivalent law of another jurisdiction, or upon such date as the Company becomes subject to the reporting
requirements of Section 13(a) or 15(d) of the Exchange Act, including, without limitation, upon consummation of a reverse merger
or upon the effectiveness of a registration statement on Form 10 filed by the Company under the Exchange Act or equivalent document.


 


1.25         “Restricted
Securities” means the securities of the Company required to be notated with the legend set forth in Subsection 2.12(b)
hereof.


 


1.26         “Sale
of the Company” a merger or consolidation (other than one in which shareholders of the Company own a majority of the
voting power of the outstanding shares of the surviving or acquiring corporation) or a sale, lease, transfer, exclusive license
or other disposition of all or substantially all of the assets of the Company in which the consideration is either all cash or
securities that are either registered for sale on an exchange or quotation system or otherwise unrestricted.


 


1.27         “SEC”
means the Securities and Exchange Commission.


 


1.28         “SEC
Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.


 


1.29         “SEC
Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.


 


1.30         “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


1.31         “Selling
Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable
Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel
borne and paid by the Company as provided in Subsection 2.6.


 


2.          Registration
Rights. The Company covenants and agrees as follows:


 


2.1           Demand
Registration.


 


(a)           Form
S-1 Demand. If at any time after one hundred eighty (180) days after the effective date of the registration statement for a
Reporting Event, the Company receives a request from the Investor that the Company file a Form S-1 registration statement with


 




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respect to some or all of
the Registrable Securities then outstanding, then, provided that the anticipated aggregate offering price, net of Selling Expenses,
would exceed $5 million, the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the
“Demand Notice”) to all Holders other than the Initiating Holder; and (y) as soon as practicable, and in any
event within thirty (30) days after the date such request is given by the Initiating Holder, file a Form S-1 registration statement
under the Securities Act covering all Registrable Securities that the Initiating Holder requested to be registered and any additional
Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each
such Holder to the Company within ten (10) days of the date the Demand Notice is given, and in each case, subject to the limitations
of Subsections 2.1(c), 2.1(d) and 2.3.


 


(b)          Form
S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from
the Investor that the Company file a Form S-3 registration statement with respect to Registrable Securities then outstanding, provided
that the anticipated aggregate offering price, net of Selling Expenses, would exceed $1 million, then the Company shall (i) within
ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holder; and (ii)
as soon as practicable, and in any event within thirty (30) days after the date such request is given by the Initiating Holder,
file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in
such registration by any other Holders, as specified by notice given by each such Holder to the Company within ten (10) days of
the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.


 


(c)          Notwithstanding
the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1
a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board of Directors
it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective
or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action
would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving
the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving
as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then
the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing
or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after the request of the
Initiating Holder is given; provided, however, that the Company may not invoke this right more than twice in any
twelve (12) month period; and provided further that the Company shall not register any securities for its own account
or that of any other shareholder during such sixty (60) day period other than pursuant to a registration relating to the sale of
securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration
on any form that does not include substantially the same information as would be required to be included in a registration statement
covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock
issuable upon conversion of debt securities that are also being registered.


 




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(d)          The
Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a),
(i) during the period that is seventy-five (75) days before the Company’s good faith estimate of the date of filing of, and
ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided
that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become
effective; (ii) after the Company has effected two registrations pursuant to Subsection 2.1(a); or (iii) if the Initiating
Holder proposes to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request
made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration
pursuant to Subsection 2.1(b), (i) during the period that is thirty (30) days before the Company’s good faith estimate
of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration,
provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration
statement to become effective; or (ii) if the Company has effected two registrations pursuant to Subsection 2.1(b) within
the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected”
for purposes of this Subsection 2.1(d) until such time as the applicable registration statement has been declared effective
by the SEC, unless the Initiating Holder withdraws its request for such registration, except as a result of a material adverse
change to the Company or its operations, and forfeits its right to one demand registration statement pursuant to Subsection
2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection
2.1(d).


 


2.2           Company
Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for
shareholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of
such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder
notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company,
the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities
that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw
any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not
any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such
withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.


 


2.3           Underwriting
Requirements.


 


(a)           If,
pursuant to Subsection 2.1, the Initiating Holder intends to distribute the Registrable Securities covered by their request
by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1,
and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Initiating Holder,
subject only to the reasonable approval of the Company. In such event, the right of any Holder to include such Holder’s Registrable
Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion
of such Holder’s Registrable Securities in the underwriting to the extent provided


 




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herein. All Holders proposing
to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.4(e))
enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding
any other provision of this Subsection 2.3, if the managing underwriter(s) advise(s) the Initiating Holder in writing that
marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holder shall so advise all
Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities
that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating
Holder, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other
proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable
Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely
excluded from the underwriting.


 


(b)          In
connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection
2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless
the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such
quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company.
If the total number of securities, including Registrable Securities, requested by shareholders to be included in such offering
exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine
is compatible with the success of the offering, then the Company shall be required to include in the offering only that number
of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine
will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities
requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering
shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned
by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding
the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other
securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number
of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included
in such offering, unless such offering is a Reporting Event, in which case the selling Holders may be excluded further if the underwriters
make the determination described above and no other shareholder’s securities are included in such offering. For purposes
of the provision in this Subsection 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited
liability company, or corporation, the partners, members, retired partners, retired members, shareholders, and Affiliates of such
Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any
trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro
rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities
owned by all Persons included in such “selling Holder,” as defined in this sentence.


 




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(c)          For
purposes of Subsection 2.1, a registration shall not be counted as “effected” if, as a result of an exercise
of the underwriter’s cutback provisions in Subsection 2.3(a), fewer than fifty percent (50%) of the total number of
Registrable Securities that Holders have requested to be included in such registration statement are actually included.


 


2.4           Obligations
of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the
Company shall, as expeditiously as reasonably possible:


 


(a)          prepare
and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered
thereunder, keep such registration statement effective for a period of up to one year or, if earlier, until the distribution contemplated
in the registration statement has been completed; provided, however, that (i) such one year period shall be extended
for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities)
of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable
Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable
SEC rules, such one year period shall be extended for up to one additional year, if necessary, to keep the registration statement
effective until all such Registrable Securities are sold;


 


(b)          prepare
and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with
such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities
covered by such registration statement;


 


(c)          furnish
to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities
Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable
Securities;


 


(d)          use
its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other
securities or blue-sky laws of such jurisdictions within the United States as shall be reasonably requested by the selling Holders;
provided that the Company shall not be required to qualify to do business or to file a general consent to service of process
in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be
required by the Securities Act;


 


(e)          in
the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the underwriter(s) of such offering;


 


(f)          use
its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed
on a national securities exchange or trading system
and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;


 




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(g)          provide
a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number
for all such Registrable Securities, in each case not later than the effective date of such registration;


 


(h)          promptly
make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to
such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the
selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s
officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information
in such registration statement and to conduct appropriate due diligence in connection therewith;


 


(i)          notify
each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been
declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and


 


(j)          after
such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement
such registration statement or prospectus.


 


In addition, the Company
shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under
the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may
implement a trading program under Rule 10b5-1 of the Exchange Act.


 


2.5           Furnish
Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section
2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information
regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably
required to effect the registration of such Holder’s Registrable Securities.


 


2.6           Expenses
of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications
pursuant to Section 2 including all registration, filing, and qualification fees; printers’ and accounting fees; fees
and disbursements of counsel for the Company; and the fees and disbursements not to exceed $10,000 of one counsel for the selling
Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however,
that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1
if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities
to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities
that were to be included in the withdrawn


 




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registration), unless the
Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsections
2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders
shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the
Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information
then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant
to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this
Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered
on their behalf


 


2.7           Delay
of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration
pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation
of this Section 2.


 


2.8           Indemnification.
If any Registrable Securities are included in a registration statement under this Section 2:


 


(a)           To
the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers,
directors, and shareholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined
in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning
of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling
Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating
or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however,
that the indemnity agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such
claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably
withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions
made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling
Person, or other aforementioned Person expressly for use in connection with such registration.


 


(b)           To
the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and
each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company
within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities
Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or
other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or
omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly
for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned
Person any legal or other expenses reasonably incurred thereby in connection


 




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with investigating or defending
any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the
indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any such claim
or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld;
and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution
under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling
Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.


 


(c)          Promptly
after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including any
governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Subsection 2.8, give the indemnifying party notice
of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying
party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together
with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one
separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party
by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between
such indemnified party and any other party represented by such counsel in such action.


 


(d)          To
provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party
otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it
is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of
time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding
the fact that this Subsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8, then, and
in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they
may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the
indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such
loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault
of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue
or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information
supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information,
and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (x) no
Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered
and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such


 




    	11 



     


    

  


fraudulent misrepresentation;
and provided further that in no event shall a Holder’s liability pursuant to this Subsection 2.8(d),
when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b), exceed the proceeds from the
offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or
fraud by such Holder.


 


(e)          Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.


 


(f)          Unless
otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations
of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities
in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.


 


2.9           Reports
Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation
of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant
to a registration on Form S-3, the Company shall:


 


(a)          make
and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times
after a Reporting Event;


 


(b)          use
commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements);
and


 


(c)          furnish
to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written
statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days
after the Reporting Event), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such
reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time
after the Company so qualifies); and (ii) such other information as may be reasonably requested in availing any Holder of any rule
or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has
become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so
qualifies to use such form).


 


2.10         Limitations
on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written
consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or
prospective holder of any securities of the Company that (i) would provide to such holder the right to include securities in any
registration on other than either a pro rata basis with


 




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respect to the Registrable
Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all
shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand
for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply
to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.


 


2.11         “Market
Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter,
during the period commencing on the date of the final prospectus relating a Qualified IPO, and ending on the date specified by
the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days ), (i) lend; offer; pledge; sell;
contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or
warrant to purchase; or otherwise transfer or dispose of directly or indirectly, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the
registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i)
or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions
of this Subsection 2.11 shall apply only to a Qualified IPO, shall not apply to the sale of any shares to an underwriter
pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder
or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions
set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall
be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially
reasonable efforts to obtain a similar agreement from all shareholders individually owning more than five percent (5%) of the Company’s
outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters
in connection with such registration are intended third-party beneficiaries of this Subsection 2.11 and shall have the right,
power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute
such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with
this Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the
restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to
such agreements, based on the number of shares subject to such agreements.


 


2.12         Restrictions
on Transfer.


 


(a)           The
Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue
stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions
specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring
Holder will cause any proposed purchaser, pledgee, or transferee of the Registrable Securities held by such Holder to agree to
take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.


 




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(b)          Each
certificate, instrument, or book entry representing (i) the Registrable Securities, and (ii) any other securities issued in respect
of the securities referenced in clause (i), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar
event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be notated with a legend substantially
in the following form:


 


THE SECURITIES REPRESENTED HEREBY
HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED,
OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF SAID ACT.


 


THE SECURITIES REPRESENTED HEREBY
MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS
ON FILE WITH THE SECRETARY OF THE COMPANY.


 


The Holders consent to the
Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to
implement the restrictions on transfer set forth in this Subsection 2.12.


 


(c)          The
holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions
of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect
a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the
Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and
circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall
be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion
shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be
effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the
proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the
staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the
Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration
under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such
Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require
such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction
in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that
each transferee agrees in writing to be subject to the terms of this Subsection 2.12. Each certificate, instrument, or book
entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made
pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection 2.12(b), except that such certificate
instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and
the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.


 




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2.13         Termination
of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration
pursuant to Subsections 2.1 or 2.2 shall terminate upon:


 


(a)          the
closing of a Qualified Liquidation Event; and


 


(b)          such
time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s
shares without limitation during a three-month period without registration.


 


3.          Information
and Observer Rights.


 


3.1           Delivery
of Financial Statements. The Company shall deliver to the Investor:


 


(a)           as
soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company (i) a balance sheet
as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual
amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined
in Subsection 3.1(d)) for such year, with an explanation of any material differences between such amounts and a schedule
as to the sources and applications of funds for such year, and (iii) a statement of shareholders’ equity as of the end of
such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing
selected by the Company;


 


(b)           as
soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each
fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet
and a statement of shareholders’ equity as of the end of such fiscal quarter, all prepared in accordance with the Accounting
and Review standards of the American Institute of Certified Public Accountants (the “AICPA”) (except that such
financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be
required in accordance with the Accounting and Review standards of the AICPA);


 


(c)           as
soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each
fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible
into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion
or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price
applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance,
if any, all in sufficient detail as to permit the Investor to calculate its percentage equity ownership in the Company, and certified
by the chief financial officer or chief executive officer of the Company as being true, complete, and correct;


 




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(d)          as
soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next
fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis,
including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other
budgets or revised budgets prepared by the Company;


 


(e)          with
respect to (i) the financial statements called for in Subsection 3.1(a), an instrument executed by the chief financial officer
and chief executive officer of the Company certifying that the audited financial statements were prepared in accordance with GAAP
consistently applied with prior practice for earlier periods and fairly present the financial condition of the Company and its
results of operation for the periods specified therein, and (ii) the financial statements called for in Subsection 3.1(b),
an instrument executed by the chief financial officer and chief executive officer of the Company certifying that the financial
statements were prepared in accordance with the Accounting and Review standards of the AICPA consistently applied with prior practice
for earlier periods and fairly present the financial condition of the Company and if the Financial Statements were prepared in
accordance with GAAP consistently applied with prior practice for earlier periods, then any difference between the Financial Statements
and the Financial Statements prepared in accordance with GAAP for any applicable period would be non-material; and


 


(f)          such
other information relating to the financial condition, business, prospects, or corporate affairs of the Company as the Investor
may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection
3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information
(unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company); or (ii) the disclosure of which
would adversely affect the attorney-client privilege between the Company and its counsel.


 


If, for any period, the Company
has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements
delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and
all such consolidated subsidiaries.


 


Notwithstanding anything
else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection
3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of
filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration
statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated
at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement
to become effective.


 


3.2           Inspection.
The Company shall permit the Investor, at the Investor’s expense, to visit and inspect the Company’s properties; examine
its books of account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal
business hours of the Company as may be reasonably requested by the Investor; provided, however, that the Company
shall not be obligated pursuant to this Subsection 3.2 to


 




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provide access to any information
that it reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable
confidentiality agreement, in form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client
privilege between the Company and its counsel.


 


3.3           Observer
Rights. As long as the Investor owns not less than fifty percent (50%) of the shares of the Common Stock it is purchasing under
the Purchase Agreement, the Company shall invite a representative of the Investor to attend all meetings of its Board of Directors
in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents,
and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided,
however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect
to all information so provided; and provided further, that the Company reserves the right to withhold any information
and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting
could adversely affect the attorney-client privilege between the Company and its counsel.


 


3.4           Termination
of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2, and Subsection
3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the Qualified IPO, or (ii)
upon a Qualified Liquidation Event, whichever event occurs first.


 


3.5           Confidentiality.
The Investor agrees that the Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than
to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this
Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information
(a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.5 by the
Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential
information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation
of confidentiality such third party may have to the Company; provided, however, that the Investor may disclose confidential
information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services
in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from
the Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.5; (iii) to any existing
or prospective Affiliate, partner, member, shareholder, or wholly owned subsidiary of the Investor in the ordinary course of business,
provided that the Investor informs such Person that such information is confidential and directs such Person to maintain
the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly
notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.


 


4.          Rights
to Future Stock Issuances.


 


4.1           Right
of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the
Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investor. The
Investor shall be entitled to apportion
the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates.


 




    	17 



     


    

  





(a)          The
Company shall give notice (the “Offer Notice”) to the Investor, stating (i) its bona fide intention to offer
such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it
proposes to offer such New Securities.


 


(b)          By
notification to the Company within twenty (20) days after the Offer Notice is given, the Investor may elect to purchase or otherwise
acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the
proportion that the Common Stock then held by the Investor (including all shares of Common Stock then issuable (directly or indirectly)
upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by the Investor)
bears to the total Common Stock of the Company then held by all holders of the Company’s securities (including all shares
of Common Stock issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any
other Derivative Securities then held by all holders of the Company’s securities). The closing of any sale pursuant to this
Subsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date
of initial sale of New Securities pursuant to Subsection 4.1(c).


 


(c)          If
all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b),
the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(b),
offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and
upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement
for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution
thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered
to the Investor in accordance with this Subsection 4.1.


 


(d)          The
right of first offer in this Subsection 4.1 shall not be applicable to Excepted Securities.


 


4.2           Termination.
The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i) immediately before the
consummation of the Qualified IPO, or (ii) upon a Qualified Liquidation Event, whichever event occurs first.


 


5.          Additional
Covenants.


 


5.1           Insurance.
The Company shall use its commercially reasonable efforts to obtain, within ninety (90) days of the date hereof, from financially
sound and reputable insurers Directors and Officers liability insurance and term “key-person” insurance on Pankaj Mohan,
Ph.D., in an amount and on terms and conditions satisfactory to the Board of Directors, and will use commercially reasonable efforts
to cause such insurance policies to be maintained


 




    	18 



     


    

  


until such time as the
Board of Directors determines that such insurance should be discontinued. The key-person policy shall name the Company as loss
payee, and neither policy shall be cancelable by the Company without prior approval by the Board of Directors. Each Key Holder
hereby covenants and agrees that, to the extent such Key Holder is named under such key-person policy, such Key Holder will execute
and deliver to the Company, as reasonably requested, a written notice and consent form with respect to such policy.


 


5.2           Employee
Agreements. The Company will, cause (1) each person now or hereafter employed by it or by any subsidiary (or engaged by the
Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets
to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee to enter into a one (1) year
noncompetition and nonsolicitation agreement, substantially in the form approved by the Board of Directors. In addition, the Company
shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any
restricted stock agreement between the Company and any employee, without the unanimous consent of the Board of Directors.


 


5.3           Matters
Requiring Investor Approval. At any time during the Adjustment Period, so long as the Investor and its Affiliates own and hold
at least 75% of the Purchased Shares outstanding, the Company hereby covenants and agrees with the Investor that it shall not,
without approval of the Investor, such approval not to be unreasonably withheld or delayed:


 


(a)          change
the principal business of the Company, enter new lines of business, or exit the current line of business of the Company;


 


(b)          enter
into a Sale of the Company;


 


(c)          voluntarily
commence a winding up proceeding for insolvency or bankruptcy of the Company or a general assignment for the benefit of its creditors
or consent to the entry of a decree or order for relief from creditors under any applicable law or any admission by the Company
of: (i) its inability to pays its debts, or (ii) any other action constituting a cause for the involuntary declaration of insolvency
or bankruptcy;


 


(d)          issue
any equity or debt securities for the purpose of raising capital prior to an initial public offering of the Common Stock, pursuant
to which the equity of the Company is valued at less than $100 million prior to consummation of such offering, as calculated on
a fully diluted basis;


 


(e)          consummate
an initial public offering of the Common Stock, pursuant to which the equity of the Company is valued at less than $300 million
prior to consummation of such offering, as calculated on a fully diluted basis;


 


(f)          sell
all or substantially all of the Company’s assets or close an existing business or engage any business beyond the scope of
the Business Plan (as defined in the Purchase Agreement);


 




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(g)          sell,
transfer, lease or encumber any material part of the Company’s business or assets;


 


(h)          amend
the Company’s Certificate of Incorporation;


 


(i)          change
the name of the Company or transfer any Company Intellectual Property (as defined in the Purchase Agreement), unless such transfer
is between the Company and its Affiliates;


 


(j)          apply
to list the shares of Common Stock on any stock exchange or quotation service; or


 


(k)          change
the registered office of the Company.


 


5.4           Matters
Requiring Investor Notice. At any time during the Adjustment Period, so long as the Investor and its Affiliates own and hold
at least 75% of the Purchased Shares outstanding, the Company hereby covenants and agrees with the Investor that it shall notify
the Investor of the following actions:


 


(a)          any
acquisition by the Company of any business or division of a third party by way of share purchase, business transfer, slump sale,
asset purchase or any other mode of acquiring a business;


 


(b)          formation
of joint ventures or partnerships by the Company or creation of a subsidiary by the Company;


 


(c)          any
increase, decrease, buy back or other alteration, amendment or modification of authorized or issued equity capital of the Company
or any alteration, amendment or modification to the rights of the holders of any equity capital of the Company or the creation
of any rights or securities containing anti-dilution protection terms and the details of such terms thereof;


 


(d)          any
declaration or payment of any dividend or distribution of profits or commissions to the shareholders, employees or directors of
the Company;


 


(e)          any
increase or decrease in the size of the Board of Directors;


 


(f)          entering
into any transaction between the Company and a Related Party (as defined in the Purchase Agreement);


 


(g)          a
material amendment or modification to a material compensatory plan, contract or arrangement of a Key Employee, or a material grant
or award to any such Key Employee under any such plan, contract or arrangement;


 


(h)          any
capital expenditure in excess of $2,000,000;


 




    	20 



     


    

  


(i)          an
incurrence of any debt of the Company beyond three (3) times current debt as per the most recent audited financial statements,
where debt includes without limitation short and long term debt and guarantees by the Company;


 


(j)          any
litigation of the Company involving any amount in excess of $2,000,000; and


 


(k)          a
termination or modification of any material contract or arrangement disclosed in Subsection 2.10 of the Disclosure Schedule to
the Purchase Agreement, or any material contract or arrangement that would have been disclosed in Subsection 2.10 of the Disclosure
Schedule to the Purchase Agreement if such contract or arrangement had been entered into as of the date hereof.


 


5.5           Board
Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall
meet at least quarterly in accordance with an agreed-upon schedule.


 


5.6           Successor
Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other Person and
is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper
provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect
to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations
are contained in the Company’s Bylaws, its Certificate of Incorporation, or elsewhere, as the case may be.


 


5.7           Expenses
of Counsel. In the event of a transaction which is a Sale of the Company, the reasonable fees and disbursements, of one counsel
for the Investor (“Investor Counsel”), in their capacities as shareholders, not to exceed $10,000 shall be borne
and paid by the Company. At the outset of considering a transaction which, if consummated would constitute a Sale of the Company,
the Company shall obtain the ability to share with the Investor Counsel (and such counsel’s clients) and shall share the
confidential information (including, without limitation, the initial and all subsequent drafts of memoranda of understanding, letters
of intent and other transaction documents and related noncompete, employment, consulting and other compensation agreements and
plans) pertaining to and memorializing any of the transactions which, individually or when aggregated with others would constitute
the Sale of the Company. The Company shall be obligated to share (and cause the Company’s counsel and investment bankers
to share) such materials when distributed to the Company’s executives and/or any one or more of the other parties to such
transaction(s). In the event that Investor Counsel deems it appropriate, in its reasonable discretion, to enter into a joint defense
agreement or other arrangement to enhance the ability of the parties to protect their communications and other reviewed materials
under the attorney client privilege, the Company shall, and shall direct its counsel to, execute and deliver to Investor Counsel
and its clients such an agreement in form and substance reasonably acceptable to Investor Counsel. In the event that one or more
of the other party or parties to such transactions require the clients of Investor Counsel to enter into a confidentiality agreement
and/or joint defense agreement in order to receive such information, then the Company shall share whatever information can be shared


 




    	21 



     


    

  


without entry into such agreement
and shall, at the same time, in good faith work expeditiously to enable Investor Counsel and its clients to negotiate and enter
into the appropriate agreement(s) without undue burden to the clients of Investor Counsel.


 


5.8           FCPA.
The Company represents that it shall not (and shall not permit any of its subsidiaries or affiliates or any of its or their respective
directors, officers, managers, employees, independent contractors, representatives or agents to) promise, authorize or make any
payment to, or otherwise contribute any item of value to, directly or indirectly, to any third party, including any Non-U.S. Official
(as (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)), in
each case, in violation of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. The Company
further represents that it shall (and shall cause each of its subsidiaries and affiliates to) cease all of its or their respective
activities, as well as remediate any actions taken by the Company, its subsidiaries or affiliates, or any of their respective directors,
officers, managers, employees, independent contractors, representatives or agents in violation of the FCPA, the U.K. Bribery Act,
or any other applicable anti-bribery or anti-corruption law. The Company further represents that it shall (and shall cause each
of its subsidiaries and affiliates to) maintain systems of internal controls (including, but not limited to, accounting systems,
purchasing systems and billing systems) to ensure compliance with the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery
or anti-corruption law. Upon request, the Company agrees to provide responsive information and/or certifications concerning its
compliance with applicable anti-corruption laws. The Company shall promptly notify the Investor if the Company becomes aware of
any Enforcement Action (as defined in the Purchase Agreement). The Company shall, and shall cause any direct or indirect subsidiary
or entity controlled by it, whether now in existence or formed in the future, to comply with the FCPA. The Company shall use its
best efforts to cause any direct or indirect subsidiary, whether now in existence or formed in the future to, comply in all material
respects with all applicable laws.


 


5.9           Cooperation
of Key Holders. The Key Holders shall use commercially reasonable efforts to (a) participate with or otherwise support the
Company in its marketing, investor relations or other activities with respect to the issuance of any equity or debt securities
by the Company for the purpose of raising capital, and (b) to cause the Company to consummate an initial public offering of the
Common Stock.


 


5.10         Termination
of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7, shall terminate and be of no further
force or effect (i) immediately before the consummation of the Qualified IPO or (ii) upon a Qualified Liquidation Event, whichever
event occurs first.


 


6.          Miscellaneous.


 


6.1           Successors
and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee
of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or trust for the
benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii) after such transfer, holds
at least 1,000,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations,
and other


 




    	22 



     


    

  


recapitalizations); provided,
however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name
and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y)
such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions
of this Agreement, including the provisions of Subsection 2.11. For the purposes of determining the number of shares of
Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder;
(2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s
Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further
that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose
of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement
inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly
provided herein.


 


6.2           Governing
Law. This Agreement shall be governed by the internal law of the State of New York.


 


6.3           Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other
transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes.


 


6.4           Titles
and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing
or interpreting this Agreement.


 


6.5           Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt or (a) personal delivery to the party to be notified; (b) when sent, if sent by electronic
mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the
recipient’s next business day; (c) five (5) days after having been sent by registered or certified mail, return receipt requested,
postage prepaid; or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier,
freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective
parties at their addresses as set forth on the signature pages hereto or Schedule A (as applicable) hereto, or to the principal
office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address,
facsimile number, or address as subsequently modified by written notice given in accordance with this Subsection 6.5. If
notice is given to the Company, a copy shall also be sent to W. Raymond Felton, Greenbaum, Rowe, Smith & Davis LLP, 99 Wood
Avenue South, Iselin, NJ 08830-2712 and if notice is given to the Investor, a copy shall also be given to Rick Werner, Haynes and
Boone, LLP, 30 Rockefeller Plaza, 26th Floor, New York, NY 10112.


 




    	23 



     


    

  


6.6           Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company
and the holders of a majority of the Registrable Securities then outstanding; provided that the Company may in its sole
discretion waive compliance with Subsection 2.12(c) (and the Company’s failure to object promptly in writing after
notification of a proposed assignment allegedly in violation of Subsection 2.12(c) shall be deemed to be a waiver); and
provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without
the consent of any other party. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance
of any term hereof may not be waived with respect to the Investor without the written consent of the Investor. The Company shall
give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing
to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Subsection
6.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions
to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further
or continuing waiver of any such term, condition, or provision.


 


6.7           Severability.
In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such
invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to
the maximum extent permitted by law.


 


6.8           Aggregation
of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose
of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among
themselves in any manner they deem appropriate.


 


6.9           Additional
Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Common Stock
after the date hereof, any purchaser of such shares may become a party to this Agreement, upon written consent of the Investor,
by executing and delivering a joinder agreement to this Agreement, and thereafter shall be deemed an “Investor” for
all purposes hereunder.


 


6.10         Entire
Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement
among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter
hereof existing between the parties is expressly canceled.


 


6.11         Dispute
Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York
and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit,
action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding
arising out of or based upon this Agreement except in the state courts of New York or the United States District Court for the
Southern


 




    	24 



     


    

  


District of New York, and
(c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding,
any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


WAIVER OF JURY TRIAL: EACH
PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE
OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION,
INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON
LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE
SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH
ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.


 


The prevailing party shall
be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such
party may be entitled. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought
in the U.S. District Court for the Southern District of New York or any court of the State of New York having subject matter jurisdiction.


 


6.12         Delays
or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon
any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching
or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar
breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach
or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.


 


[Remainder of Page Intentionally
Left Blank]


 




    	25 



     


    

  


IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first written above.


 


	 	COMPANY:
	 	 
	 	ONCOBIOLOGICS, INC.
	 	 
	 	By:	/s/ Pankaj Mohan
	 	 
	 	Name:  Pankaj Mohan
	 	 
	 	Title:  Chief Executive Officer
	 	 
	 	Address: 7 Clarke Drive
	 	 Cranbury, New Jersey 08512
	 	 
	 	INVESTOR:
	 	 
	 	STRIDES PHARMA INC.
	 	 
	 	By:	/s/ Joe Thomas
	 	 
	 	Name:	Joe Thomas
	 	(print)
	 	 
	 	Title: 	Director
	 	 
	 	Address:  201 South Main Street, Suite 3, 

Lambertville, New Jersey 08530
	 	 
	 	KEY HOLDERS:
	 	 
	 	Signature:	 /s/ Pankaj Mohan
	 	 
	 	Name:	 Pankaj Mohan


 


Signature
Page to Investors’ Rights Agreement


 




     


     


    

  


SCHEDULE A


Key Holders


 


Pankaj Mohan, Ph.D., MBA


c/o Oncobiologics, Inc.


7 Clarke Drive


Cranbury, New Jersey 08512


 




     


     


    

 


AMENDMENT
NO. 1 TO INVESTORS’ RIGHTS AGREEMENT


 


THIS AMENDMENT NO.
1 TO INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made as of the _26 day of June, 2014, by and among
Oncobiologics, Inc., a New Jersey corporation (the “Company”), Strides Pharma, Inc., a company incorporated
under the laws of New Jersey (the “Investor”), and the Key Holder signatory to this Amendment.


 


WHEREAS,
on March 10, 2013, the Company and the Investor entered into that certain Securities Purchase Agreement (the “First Purchase
Agreement”), pursuant to which the Investor agreed to purchase shares of Common Stock; and


 


WHEREAS,
in connection with the First Purchase Agreement, the Company, the Investor, and the Key Holder entered into that certain Investors’
Rights Agreement (the “Investors’ Rights Agreement”), dated as of March 10, 2013;


 


WHEREAS,
the Company and the Investor are parties to that certain Securities Purchase Agreement (the “Second Purchase Agreement”),
of even date hereof, pursuant to which the Investor has agreed to purchase additional shares of Common Stock;


 


WHEREAS,
in connection with the Second Purchase Agreement, the parties to the Investors’ Rights Agreement desire to amend the Investors’
Rights Agreement to make conforming changes and to acknowledge that the shares of Common Stock purchased by the Investor pursuant
to the Second Purchase Agreement are subject to the Investors’ Rights Agreement and the rights of the Investor thereunder;


 


WHEREAS,
each of the Company, the Key Holder holding the majority of the Registrable Securities outstanding as of the date hereof, and the
Investor is willing to give its consent to amend the Investors’ Rights Agreement pursuant to Section 6.6 of the Investors’
Rights Agreement as expressly provided herein; and


 


WHEREAS,
all capitalized terms used but not otherwise .defined herein shall have the meanings ascribed to such terms in the Investors’
Rights Agreement.


 


NOW,
THEREFORE, the Company, the Key Holders and the Investor agree as follows:


 


		1.	Amendments.



 


1.1           In
the recitals of the Investors’ Rights Agreement, the following recital is hereby deleted:


 


“WHEREAS,
the Company and the Investor are parties to the Securities Purchase Agreement of even date herewith (the “Purchase Agreement”);
and”


 


and replaced in its entirety by the following:


 


“WHEREAS,
the Company and the Investor are parties to the Securities Purchase Agreement, dated as of March 10, 2014 (the “First
Purchase


 




     


     


    

 


 


Agreement”),
and the Securities Purchase Agreement, dated as of June __, 2014 (the “Second Purchase Agreement”, and together
with the First Purchase Agreement, the “Purchase Agreement”) pursuant to which the Investor has agreed to purchase
shares of Common Stock; and”


 


1.2           Definitions.
The following definitions in Section 1 of the Investors’ Rights Agreement is amended and replaced in its entirety by the
following:


 


“Qualified
IPO” means the closing by the Company of a firm commitment underwritten public offering with a price of at least $7.50
per share of Common Stock (as adjusted for stock dividends, splits, combinations and similar events) and gross proceeds to the
Company of not less than $50 million.”


 


2.           Acknowledgement.
The parties hereby acknowledge and agree that any shares of Common Stock acquired by the Investor pursuant to the Second Purchase
Agreement are Registrable Securities under the Investors’ Rights Agreement, subject to the terms and conditions stated therein.


 


3.           Miscellaneous.


 


3.1           Continuing
Effect. Except as expressly set forth in this Amendment, all of the terms and conditions of the Investors’ Rights Agreement
shall remain unmodified and in full force and effect after the execution of this Amendment and shall not be in any way changed,
modified or superseded by the terms set forth herein.


 


3.2           Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.


 


3.3           Governing
Law. This Amendment shall be governed by the internal law of the State of New York.


 


3.4           Titles
and Subtitles. The titles and subtitles used in this Amendment are used for convenience only and are not to be considered in
construing or interpreting this Amendment.


 


3.5           Counterparts.
This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other
transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes.


 


[Remainder of Page Intentionally Left Blank]


 




    	 	2.	 



     


    

 


 


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


 


	 	COMPANY:
	 	 
	 	ONCOBIOLOGICS, INC.
	 	 
	 	By:	/s/ Pankaj Mohan PhD MBA


 


	 	Name:	Pankaj Mohan PhD MBA
	 	(print)
	 	Title:	CEO
	 	 
	 	Address: 7 Clarke Drive, Cranbury, New Jersey 08512
	 	 
	 	INVESTOR:
	 	 
	 	STRIDES PHARMA INC.



 


	 	By:	/s/ Joe Thomas


 


	 	Name:	Joe Thomas
	 	(print)
	 	 
	 	Title:	Director
	 	 
	 	
        Address: 201 South Main
        Street, Suite 3,

        Lambertville, New Jersey
        08530

	 	 
	 	KEY HOLDER:


 


	 	Signature:	/s/ Pankaj Mohan PhD MBA
	 	 
	 	Name: Pankaj Mohan, PhD., MBA


 




     


     


    

 


 


Oncobiologics,
Inc.


 


Amendment
and Waiver


 


This Amendment and Waiver (this “Amendment”)
by the undersigned holders (the “Investors”) of shares of common stock, no par value per share (the “Common
Stock”), of Oncobiologics, Inc., a New Jersey corporation (together with any successor thereto, the “Company”),
is entered into as of September 28, 2015.


 


Recitals


 


WHEREAS, the Company has entered into a Securities Purchase
Agreement with each of the Investors for the sale and issuance of Common Stock, of an aggregate purchase price of up to $67,000,000
(each a “Purchase Agreement” and together, the “Purchase Agreements”);


 


WHEREAS, the Company has entered into that certain Investors’
Rights Agreement, by and among Strides Pharma Inc. (“Strides”) and Dr. Pankaj Mohan, dated as of March
10, 2014 (the “Rights Agreement”);


 


WHEREAS, the Company has entered into a Joinder Agreement with
each of the Investors other than Strides, joining each such Investor as a party to the Rights Agreement, as an “Investor”
thereunder;


 


WHEREAS, the Company intends to file a registration statement
on Form S-1 with the U.S. Securities and Exchange Commission in connection with a proposed initial public offering of its Common
Stock, which will be offered on an underwritten basis (the “Proposed IPO”);


 


WHEREAS, the Rights Agreement provides the parties thereto with
certain rights with respect to the Common Stock that terminate upon the consummation of the Proposed IPO;


 


WHEREAS, the underwriters of the Proposed IPO have directed
the Company to amend the definition of “Qualified IPO”;


 


WHEREAS, pursuant to Section 2.2 of the Rights Agreement, each
Investor (as defined in the Rights Agreement) is entitled to receive notice of the filing by the Company of any registration statement
under the Securities Act of 1933, as amended, for the purposes of a public offering of Common Stock of the Company (the “Notice
Rights”) and, under certain circumstances, hold rights (the “Registration Rights”) with
respect to the registration of their Registrable Securities in connection therewith, including the Proposed IPO;


 


WHEREAS, each Investor agrees to (i) amend the definition of
Qualified IPO, (ii) waive its Notice Rights and Registration Rights pursuant to Section 2.2 of the Rights Agreement in connection
with the Proposed IPO and (iii) clarify certain other provisions of the Rights Agreement;


 


WHEREAS, pursuant to Section 6.6 of the Rights Agreement, the
Rights Agreement may be amended with the written consent of the Company and the holders of a majority of the Registrable Securities
outstanding (the “Rights Agreement Threshold”); and


 




     


     


    

 


 


WHEREAS, the undersigned represent the Rights Agreement Threshold.


 


Agreement


 


Pursuant to Section 6.6 of the Rights Agreement, the undersigned
parties hereby agree:


 


		a)	to amend and restate Section 1.2 of the Rights Agreement as follows:



 


“Affiliate” means, with respect
to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with
such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture
capital, private equity or similar investment fund now or hereafter existing that is controlled by one or more general partners
or managing members of, or shares the same management company with, such Person.;


 


		b)	to amend and restate Section 1.20 of the Rights Agreement as follows:



 


“Qualified IPO” means the closing
by the Company of a firm commitment underwritten public offering with gross proceeds to the Company of not less than $50 million.;


 


		c)	to waive its Notice Rights and Registration Rights pursuant to Section 2.2 of the Rights Agreement with respect to the Proposed
IPO;



 


		d)	that the term “Registrable Securities” as used in the Rights Agreement shall be amended to include, in addition
to all shares of equity securities currently included in the definition of “Registrable Securities”, all securities
purchased by Investors pursuant to the Purchase Agreements such that each Investor shall be considered a “Holder” under
the Rights Agreement;



 


		e)	that for the avoidance of doubt, a customary arrangement in connection with the deposit of Registrable Securities in a non-margin
custodial account shall not be deemed a sale, transfer or pledge for purposes of Section 2.12 of the Rights Agreement, so long
as such Registrable Securities are in certificated form (it being understood that the Company may require the exchange of any such
certificated securities for book-entry shares upon an underwritten public offering);



 


		f)	that notwithstanding anything in this Agreement or in the
Rights Agreement to the contrary, the terms of Section 4 of the Rights Agreement may not be amended, modified or terminated with
respect to any Investor without the written consent of such Investor;



 


		g)	that for the purposes of Sections 5.3 and 5.4 of the Rights Agreement, the applicable covenants shall terminate (i) with respect
to all of the Investors, at such time as all Investors and their respective affiliates, in the aggregate, own and hold less than
fifty percent (50%) of the aggregate shares purchased and sold pursuant to the Purchase Agreements (as defined herein) and the
Purchase Agreement (as defined in the Rights Agreement) and (ii) with respect to each individual Investor, at such time
as such Investor and its respective affiliates, in the aggregate, own and hold less than seventy-five percent (75%) of the shares
purchased



 




    	 	5.	 



     


    

 


by such Investor pursuant to the Purchase Agreements
(as defined herein) or the Purchase Agreement (as defined in the Rights Agreement), as applicable;


 


		h)	that for the purposes of Section 6.6 of the Rights Agreement exclusively, the term “Investor” shall mean the Investors
collectively holding a majority of Registrable Securities held by all of the Investors; and



 


		i)	that for the purpose of Section 6.9 of the Rights Agreement
exclusively, the term “Investor” shall mean the Investors collectively holding a majority of Registrable Securities
held by all of the Investors.



 


		j)	to add the following text as a new Section 5.11 of the
Rights Agreement:



 


“5.11. Additional Matters
Requiring Investor Approval. The Company hereby covenants and agrees with each Investor that (i) so long as the Investor, together
with its affiliates, continues to own and hold at least seventy-five percent (75%) of the shares purchased by such Investor pursuant
to the Purchase Agreements (as defined herein) or the Purchase Agreement (as defined in the Rights Agreement), as applicable, and
(ii) all Investors and their respective affiliates, in the aggregate, own and hold at least fifty-percent (50%) of the aggregate
shares purchased and sold pursuant to the Purchase Agreements (as defined herein) and the Purchase Agreement (as defined in the
Rights Agreement), the Company shall not (by amendment, merger, consolidation or otherwise), without approval of such Investor:


 


		a.	redeem, purchase or otherwise acquire (or pay into or set
aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock; provided, however,
that this restriction shall not apply to (i) the repurchase of shares of Common Stock from employees, officers, directors, consultants
or other persons performing services for the Company or any subsidiary pursuant to agreements under which the Company has the
option to repurchase such shares upon the occurrence of certain events, such as the termination of employment or service, or pursuant
to a right of first refusal, (ii) the redemption of any share or shares of Preferred Stock in accordance with Section 3 of
the Certificate of Designation adopted with respect to each of the Series A Preferred Stock and Series B Preferred Stock (the
“Certificates of Designation”) or (iii) a redemption, repurchase or acquisition on a pro-rata basis for all
classes of stock of the Company;



 


		b.	pay or declare any dividend on any shares of capital stock
of the Company other than (i) the dividend obligations of the Company in accordance with Section 1 of the Certificates of Designation,
or (ii) dividends payable on a pro-rata basis to all classes of stock of the Company;



 


		c.	amend, alter or repeal any provision of the Company’s
Certificate of Incorporation (including any Certificates of Designation) or Bylaws so as to materially increase the rights of
the holders of Preferred Stock; or



 


		d.	enter into or modify any transaction or agreement between
the Company and any of its shareholders with respect to the rights that have been granted (or that have not been granted) to any
shareholder of the Company.”



 




    	 	6.	 



     


    

 


 


Miscellaneous


 


Except as set forth above, all the terms and provisions of the
Rights Agreement shall continue in full force and effect. 


 


This Amendment may be executed in one or more counterparts (including
via PDF copy), each of which shall be deemed an original, and all of which together shall constitute one instrument.


 


(Signature Pages Follow)


 




    	 	7.	 



     


    

 


 


IN WITNESS WHEREOF,
each of the undersigned hereby executes this Amendment as of the date first above written.


 


	ONCOBIOLOGICS, INC.:	 
	 	 
	By:	/s/ Pankaj Mohan, Ph.D.	 
	 	 	 




 


	 Name:	Pankaj Mohan, Ph.D.	 
	 	 	 
	Title:	President and Chief Executive Officer	 


 


	INVESTOR:	 
	 	 
	By:	 	 


 


	Name:	 	 


 


	Title:	 	 


 




    	 	8.	 



     


    


 


Oncobiologics,
Inc.


 


Amendment
and Waiver No. 2


 


This Amendment and Waiver No. 2 (this “Amendment”)
by the undersigned holders (the “Investors”) of shares of common stock, $0.01 par value per share (the
“Common Stock”), of Oncobiologics, Inc., a Delaware corporation (together with any successor thereto,
the “Company”), is entered into as of April 26, 2016. Capitalized terms used herein and not defined shall
have the respective meanings ascribed to such terms in the Rights Agreement, as amended to date (as defined below).


 


Recitals


 


WHEREAS, the Company has entered into that certain Investors’
Rights Agreement, by and among Strides Pharma (“Strides”) and Dr. Pankaj Mohan, dated as of March 10,
2014 (as amended to date, the “Rights Agreement”);


 


WHEREAS, Strides has assigned its shares of Common Stock to
Strides Pharma Limited;


 


WHEREAS, the Company has entered into a Joinder Agreement with
each of the Investors other than Strides Pharma Limited, joining each such Investor as a party to the Rights Agreement, as an “Investor”
thereunder;


 


WHEREAS, the Company has filed a registration statement on Form
S-1 with the U.S. Securities and Exchange Commission in connection with a proposed initial public offering of its Common Stock,
which will be offered on a firm commitment underwritten basis (the “Proposed IPO”);


 


WHEREAS, the Rights Agreement provides the parties thereto with
certain rights with respect to the Common Stock that terminate upon the consummation of the Proposed IPO;


 


WHEREAS, each Investor agrees to the removal and deletion of
Section 5.3(e) of the Rights Agreement in connection with the Proposed IPO;


 


WHEREAS, pursuant to Section 5.3(h) and Section 5.11(d) of the
Rights Agreement, each Investor agrees to the filing with the Secretary of State of the State of Delaware a Certificate of Amendment
of the Company’s Certificate of Incorporation substantially in the form attached to this Amendment as Exhibit A (the
“Certificate of Amendment”) to effect a reverse stock split of the Company’s Common Stock;


 


WHEREAS, the Company agrees, in consideration for the execution
and delivery of this Amendment, to provide certain of the Investors with warrants to purchase shares of Common Stock under certain
circumstances;


 


WHEREAS, pursuant to Section 6.6 of the Rights Agreement, the
Rights Agreement may be amended with the written consent of the Company and the holders of a majority of the Registrable Securities
outstanding (the “Rights Agreement Threshold”);


 




    	 	 	 



     


    

 


WHEREAS, each Investor agrees to amend Section 6.6 of the Rights
Agreement as provided herein; and


 


WHEREAS, the undersigned represent the Rights Agreement Threshold;
NOW, THEREFORE, in consideration of the foregoing and the agreements hereinafter set forth, and intending to be legally bound hereby,
the parties hereto agree as follows:


 


Agreement


 


Pursuant to Section 6.6 of the Rights Agreement, the undersigned
parties hereby agree:


 


		a)	to the removal and deletion of Section 5.3(e) of the Rights Agreement;



 


		b)	to the filing with the Secretary of State of the State of Delaware a Certificate of Amendment pursuant to Section 5.3(h) of
the Rights Agreement pursuant to which the Board of Directors may effect a reverse stock split of the Company’s Common Stock
in a ratio of 1-for-3.45;



 


		c)	to add the following section as Section 5.12 of the Rights Agreement:



 


“5.12.          IPO Warrant Shares. In the
event of a Qualified IPO in which the pre-money valuation (on a fully diluted basis) of the Company immediately prior to the Qualified
IPO is less than $300 million, then each Investor, who invested at a pre-money valuation (on a fully diluted basis) of the Company
in excess of $300 million shall receive, upon the consummation of the Qualified IPO, a warrant, substantially in the form attached
to this Amendment as Exhibit B (the “Warrant”), to purchase that number of shares of Common Stock
equal to 65% of the number of shares of Common Stock purchased by such Investor at a pre-money valuation (on a fully diluted basis)
of at least $300 million (the “Warrant Shares”); provided, that such number of warrant shares
shall be adjusted for any forward or reverse stock split effected by the Company. Each Investor hereby acknowledges that their
existing lock-up agreement shall include the Warrant and the Warrant Shares.


 


For the avoidance of doubt, if an Investor invested
$100,000 and purchased 11,876 shares of Common Stock for a purchase price of $8.42 per share, based on a pre-money valuation (on
a fully diluted basis) of $395 million, and assuming a pre-money valuation (on a fully diluted basis) of the Company of $200 million
immediately prior to the Qualified IPO, then such investor shall receive at the closing of such Qualified IPO a warrant to purchase
7,719 shares of Common Stock at an exercise price of $0.01 per share.


 


Further, if an Investor invested $100,000 and purchased
13,378 shares of Common Stock for a purchase price of $7.475 per share, based on a pre-money valuation (on a fully diluted basis)
of the Company of $300 million, and assuming a pre-money valuation (on a fully diluted basis) of $200 million immediately prior
to the Qualified IPO, then such Investor shall receive at the closing of such Qualified IPO a warrant to purchase 8,696 shares
of Common Stock at an exercise price of $0.01 per share.


 




    	 	 	 



     


    

 


Assuming in each case above, that a reverse stock
split of 1-for-3.45 is effected by the Company, then the warrant to purchase 7,719 and 8,696, respectively, will be 2,237 and 2,520,
respectively.”


 


		d)	to amend Section 6.6 of the Rights Agreement to delete the following sentence:



 


“Notwithstanding the foregoing, this Agreement
may not be amended or terminated and the observance of any term hereof may not be waived with respect to the Investor without the
written consent of the Investor.”; and


 


		e)	to add the following section as Section 6.13 of the Rights Agreement:



 


“Notwithstanding the foregoing, (i) this Agreement,
except for Section 2, Subsection 3.5, Section 5.12 and Section 6, as amended, shall terminate and be of no further force or effect
immediately before the consummation of the Proposed IPO and (ii) this Agreement, in the event of a Qualified Liquidation Event,
shall terminate in its entirety and be of no further force or effect.”


 


Miscellaneous


 


Except as set forth above, all the terms and provisions of the
Rights Agreement shall continue in full force and effect.


 


This Amendment may be executed in one or more counterparts (including
via PDF copy), each of which shall be deemed an original, and all of which together shall constitute one instrument.


 


(Signature Pages
Follow)


 




    	 	 	 



     


    

 


IN WITNESS WHEREOF, each of the undersigned
hereby executes this Amendment as of the date first above written.


 


	ONCOBIOLOGICS, INC.:	 
	 	 	 
	By:  	/s/ Pankaj Mohan	 



 


	Name:	Pankaj Mohan, Ph.D.	 
	 	 	 
	Title:	President and Chief Executive Officer	 


 




    	 	 	 



     


    

 


	INVESTOR: 
	 	 	 
	By:	 	 



 


	Name:	 	 
	 	 	 
	Title:	 	 


 


Oncobiologics, Inc. – Signature
Page to Amendment and Waiver No. 2 to the Investors’ Rights Agreement


 




    	 	 	 



     


    

 


Exhibit A


 


Form of Certificate of Amendment


 




    	 	 	 



     


    

 


Exhibit B


 


Form of Warrant