Exhibit 10.30


 


NEITHER THIS WARRANT, NOR THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION
OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR
AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR
BLUE SKY LAWS. THIS WARRANT IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE RIGHTS AGREEMENT (DEFINED HEREIN).


 


THIS WARRANT IS NOT EXERCISABLE PRIOR TO
NOVEMBER [·], 2016. VOID AFTER 5:30 P.M., NEW YORK TIME, NOVEMBER [·],
2019.


 


ONCOBIOLOGICS, INC.


 


Form
of Warrant to Purchase Common Stock


 


Warrant No.: 2016-_____


Number of Shares of Common Stock: [·]


Date of Issuance: May [·],
2016 (“Issuance Date”)


 


Oncobiologics, Inc.,
a Delaware corporation (the “Company”), certifies that, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, [·], the registered holder hereof or its
permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company,
at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any
Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any
time or times on or after November [·], 2016 (the “Exercisability Date”)1,
but not after November [ ], 20192,
5:30 p.m., New York Time, on the Expiration Date (as defined below), [·] ([·])
fully paid and nonassessable shares of Common Stock (the “Warrant Shares”).   This Warrant
is one of a series of warrants to purchase shares of Common Stock (collectively, the “Warrants”) issued on May
[·], 2016 (the “Issuance Date”), pursuant to that certain Investors’
Rights Agreement, by and between the Company and the Holder and certain other Investors, dated March 10, 2014, as amended through
the date hereof (the “Rights Agreement”). In addition to the defined terms set forth in Section 13 herein, capitalized
terms that are not otherwise defined herein shall have the meanings assigned to such terms in the Rights Agreement.  


 


1.          
  EXERCISE OF WARRANT.


 


(a)           Mechanics
of Exercise.  Subject to the terms and conditions hereof (including, without limitation, the limitations set forth
in Section 1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, in whole or in part
(but not as to fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise
Notice”), of the Holder’s election to exercise this Warrant and (ii) payment to the Company of an amount equal
to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate
Exercise Price”) in cash or wire transfer of immediately available funds (a “Cash Exercise”) (the
items under (i) and (ii) above, the “Exercise Delivery Documents”).  The Holder shall not be required
to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the event that this Warrant
is exercised in full or for the remaining unexercised


 





 



1Date
which is 6 months after the effective date of the Registration Statement.


2
Date which is 3 years from the Exercisability Date.


 




    	 	1 	 



     


    

 


portion hereof, the Holder shall deliver
this Warrant to the Company for cancellation within a reasonable time after such exercise.  On or before the second Trading
Day following the date on which the Company has received the Exercise Delivery Documents (the date upon which the Company has received
all of the Exercise Delivery Documents, the “Exercise Date”), the Company shall transmit by facsimile or e-mail
transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s
transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise
Delivery Documents on or before the third Trading Day following the date on which the Company has received all of the Exercise
Delivery Documents.  On or before the fifth Trading Day following the date on which the Company has received all of the
Exercise Delivery Documents (the “Share Delivery Date”), the Company shall cause the Transfer Agent to credit
the account of the Holder’s prime broker with the Depository Trust Company System (as directed by such Holder) with the number
of Warrant Shares to which the Holder is entitled. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the Warrant Shares to such Holder’s prime broker account with the Depository Trust Company System.  If
this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented
by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company
shall as soon as practicable and in no event later than five Trading Days after any such submission and at its own expense, issue
a new Warrant (in accordance with Section 6(e)) representing the right to purchase the number of Warrant Shares purchasable immediately
prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or
is exercised.  The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery
of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax
which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than
that of the Holder or an affiliate thereof.  The Holder shall be responsible for all other tax liability that may arise
as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof. Notwithstanding the foregoing,
if there is no effective registration statement with respect to the Warrant Shares, and the Holder chooses to exercise the warrant
for cash not in accordance with Section 1(d) herein, then the Holder shall receive certificated shares with the appropriate restrictive
legends, including as required by the Securities Act or under any state securities or blue sky laws.


 


(b)           Exercise
Price.  For purposes of this Warrant, “Exercise Price” means $0.01 per share of Common Stock,
subject to adjustment as provided herein; provided however, if upon the Exercisability Date, the aggregate market value
of Common Stock the Holder initially purchased at the time as such Holder became a party to the Rights Agreement (subject to any
stock split or similar transaction) (the “Initial Shares”) is equal to or greater than the aggregate purchase
price of the Initial Shares paid by the Holder, then the Exercise Price shall automatically increase, with no further action by
the Holder or the Company, to $1.00 per share of Common Stock, subject to adjustment as provided herein.


 


(c)           Failure to Timely Deliver
Shares. In addition to any other rights available to a Holder, if the Company fails to deliver the Warrant Shares to the Holder
by the fifth Trading Day after the Exercise Date, then the Holder will have the right to rescind such exercise by giving written
notice to the Company.


 


(d)           Cashless
Exercise. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, exercise this
Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such
exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of
shares of Common Stock determined according to the following formula (a “Cashless Exercise”):


 


Net Number = (A x
B) - (A x C)


      B


 


For purposes of the foregoing
formula:


 


		A =	the total number of shares with respect to which this Warrant
is then being exercised.



 


		B =	the Weighted Average Price of the shares of Common Stock
(as reported by Bloomberg) on



 




    	 	2 	 



     


    

 


the date immediately preceding the date of the Exercise
Notice.


 


		C =	the Exercise Price then in effect for the applicable Warrant
Shares at the time of such exercise.



 


For purposes of Rule 144(d)
promulgated under the Securities Act, as in effect on the date hereof, assuming the Holder is not an affiliate of the Company,
it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the
holding period for the Warrant Shares shall be deemed to have commenced, on the date the Holder is deemed to have acquired this
Warrant.


 


(e)           Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares
to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are
not disputed and resolve such dispute in accordance with Section 12 herein.


 


(f)           Limitations
on Exercises.  (1)  The Company shall not effect the exercise of this Warrant, and the Holder shall not
have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (together with such
Holder’s affiliates and any other Persons acting as a group together) would beneficially own in excess of 9.99% (the “Maximum
Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise.  For
purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its affiliates
shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination
of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining,
unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates
(including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein.  Except as set forth in the preceding sentence, for purposes
of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), it being acknowledged that the Company is not representing to the Holder
that such calculation is in compliance with Section 13(d) of the Exchange Act, and the Holder is solely responsible for any schedules
required to be filed in accordance therewith. For purposes of this Warrant, in determining the number of outstanding shares of
Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most
recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as
the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent
setting forth the number of shares of Common Stock outstanding.  For any reason at any time, upon the written or oral
request of the Holder, where such request indicates that it is being made pursuant to this Warrant, the Company shall within five
Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any
case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including the Warrants, by the Holder and its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported.  By written notice to the Company, the Holder may increase or decrease the Maximum
Percentage to any other percentage specified in such notice; provided, that (i) any such increase will not be effective
until the 61st day after such notice is delivered to the Company and (ii) any such increase
or decrease will apply only to the Holder and not to any other holder of Warrants. The provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or
any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or
to make changes or supplements necessary or desirable to properly give effect to such limitation.


 


(g)           No
Fractional Shares or Scrip.  No fractional shares or scrip representing fractional shares shall be issued upon the
exercise of this Warrant.  As to any fraction of a share that the Holder would otherwise be entitled to purchase upon
such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Weighted Average Price.


 




    	 	3 	 



     


    

 


2.       
    ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.  The Exercise Price and the
number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)           Adjustment
upon Subdivision or Combination of Shares of Common Stock.  If the Company at any time on or after the Issuance Date
subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately
reduced and the number of Warrant Shares will be proportionately increased.  If the Company at any time on or after the
Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common
Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately
increased and the number of Warrant Shares will be proportionately decreased.  Any adjustment under this Section 2(a)
shall become effective at the close of business on the date the subdivision or combination becomes effective.


 


(b)           Other
Events.  If any event occurs of the type contemplated by the provisions of Section 2(a) but not expressly provided
for by such provisions (except with respect to any awards granted by the Company’s Board of Directors (the “Board”)
pursuant to Company’s 2015 Equity Incentive Plan, or any other similar incentive plans authorized by the Board), then the
Board will make an appropriate adjustment in the Exercise Price and the number of Warrant Shares so as to protect the rights of
the Holder; provided, that no such adjustment pursuant to this Section 2(b) will increase the Exercise Price or decrease
the number of Warrant Shares as otherwise determined pursuant to this Section 2.


 


(c)           Notwithstanding
anything to the contrary in this Warrant, in no event shall the Exercise Price be reduced below the par value of the Company’s
Common Stock


  


3.      
      PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)           Purchase
Rights.  In addition to any adjustments pursuant to Section 2 above, if at any time prior to the Expiration Date
the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other
property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then
the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which
the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of
this Warrant (without regard to any limitations on the exercise of this Warrant) immediately before the date on which a record
is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record
holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,
that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding
the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial
ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent
shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Maximum Percentage, at which time the Holder shall be granted such right to the same extent as if there had been no such limitation).


 


(b)           Fundamental
Transactions.  Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be
substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the
“Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall
assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named
as the Company herein.  Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder
confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the Fundamental Transaction,
in lieu of the shares of the Common Stock (or other securities, cash, assets or other property purchasable upon the exercise of
the Warrant prior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever
(including warrants or other purchase or subscription rights), if any, that the Holder would have been entitled to receive upon
the happening of such Fundamental Transaction had this Warrant been exercised immediately prior to such Fundamental Transaction,
as adjusted in accordance with the provisions of this Warrant.  In addition to and not in substitution for any other
rights hereunder,


 




    	 	4 	 



     


    

 


prior to the consummation of any Fundamental
Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect
to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision
to ensure that the Holder will thereafter have the right to receive upon an exercise of this Warrant within 90 days after the consummation
of the Fundamental Transaction but, in any event, prior to the Expiration Date, in lieu of the shares of the Common Stock (or other
securities, cash, assets or other property) purchasable upon the exercise of the Warrant prior to such Fundamental Transaction,
such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription
rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had the Warrant
been exercised immediately prior to such Fundamental Transaction and shall be applied without regard to any limitations on the
exercise of this Warrant.  Provision made pursuant to the preceding sentence shall be in a form and substance reasonably
satisfactory to the Required Holders.  The provisions of this Section 4(b) shall apply similarly and equally to successive
Fundamental Transactions and Corporate Events and shall be applied without regard to any limitations on the exercise of this Warrant.


 


4.         
  RESERVATION OF WARRANT SHARES.  The Company covenants that it will at all times reserve and keep available
out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it
to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable
and deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons
other than the Holder (taking into account the adjustments and restrictions in Section 2).  Such reservation shall comply
with the provisions of Section 1.  The Company covenants that all shares of Common Stock so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable.  The Company will take all such actions as may be necessary to assure
that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of
any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. If, notwithstanding
the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient
number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this
Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to
time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the
“Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately
take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the
Company to reserve the Required Reserve Amount for this entire Warrant.


 


5.       
    WARRANT HOLDER NOT DEEMED A STOCKHOLDER.  Except as otherwise specifically provided herein,
the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends
or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed
to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder
of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock,
reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription
rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon
the due exercise of this Warrant.  In addition, nothing contained in this Warrant shall be construed as imposing any
liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company,
whether such liabilities are asserted by the Company or by creditors of the Company.


 


6.        
   REGISTRATION AND REISSUANCE OF WARRANTS.


 


(a)           Registration
of Warrant.  The Company shall register this Warrant, upon the records to be maintained by the Company for that purpose
(the “Warrant Register”), in the name of the record Holder hereof from time to time.  The Company
may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.  The Company shall
also register any transfer, exchange, reissuance or cancellation of any portion of this Warrant in the Warrant Register.


 




    	 	5 	 



     


    

 


(b)           Transfer
of Warrant.  This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company,
except as may otherwise be required by applicable securities laws.  Subject to applicable securities laws, if this Warrant
is to be transferred, the Holder shall surrender this Warrant to the Company together with all applicable transfer taxes, whereupon
the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 6(e)), registered
as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and,
if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 6(e)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. Notwithstanding
the foregoing, any transfer of this Warrant shall be subject to same terms and conditions as the Initial Shares as set forth in
section 2.12 of the Rights Agreement


 


(c)           Lost,
Stolen or Mutilated Warrant.  Upon receipt by the Company of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form or the provision of reasonable security by the Holder to the Company
and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder
a new Warrant (in accordance with Section 6(e)) representing the right to purchase the Warrant Shares then underlying this Warrant.


 


(d)           Exchangeable
for Multiple Warrants.  This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office
of the Company together with all applicable transfer taxes, for a new Warrant or Warrants (in accordance with Section 6(e)) representing
in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will
represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender;
provided, however, that the Company shall not be required to issue Warrants for fractional shares of Common Stock hereunder.


 


(e)           Issuance
of New Warrants.  Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant shall (i) be of like tenor with this Warrant, (ii) represent, as indicated on the face of such new Warrant, the
right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section
6(b) or Section 6(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying
the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this
Warrant), (iii) have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date and
(iv) have the same rights and conditions as this Warrant.


 


7.    
       NOTICES.  Whenever notice is required to be given under this Warrant,
unless otherwise provided herein, such notice shall be given in accordance with the information set forth in the Warrant Register.  The
Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including, in reasonable
detail, a description of such action and the reason or reasons therefore.  Without limiting the generality of the foregoing,
the Company will give written notice to the Holder (i) immediately upon any adjustment of the Exercise Price, setting forth in
reasonable detail, and certifying, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the
Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B)
with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities
or other property pro rata to the record holders of any class of shares of Common Stock or (C) for determining rights to vote with
respect to any Fundamental Transaction, dissolution or liquidation; provided, that in each case, such information shall
be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 


8.   
        NONCIRCUMVENTION.  The Company hereby covenants and agrees that
the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets,
consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out
all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder.  Without
limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable
upon the exercise of this Warrant above the Exercise Price then in


 




    	 	6 	 



     


    

 


effect, (ii) shall use all reasonable
efforts to take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable shares of Common Stock upon the exercise of this Warrant and (iii) shall, so long as any of the Warrants
are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock,
solely for the purpose of effecting the exercise of the Warrants, the number of shares of Common Stock as shall from time to time
be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise).


 


9.           AMENDMENT
AND WAIVER.  Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may
take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained
the written consent of the Holder.  No such amendment shall be effective to the extent that it applies to less than all
of the holders of the Warrants then outstanding.


 


10.         GOVERNING
LAW.  This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State
of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.


 


11.         CONSTRUCTION;
HEADINGS.  This Warrant shall be deemed to be jointly drafted by the Company and all the Investors and shall not
be construed against any person as the drafter hereof.  The headings of this Warrant are for convenience of reference
and shall not form part of, or affect the interpretation of, this Warrant.


 


12.        
DISPUTE RESOLUTION.  In the case of a dispute as to the determination of the Exercise Price or the arithmetic
calculation of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile
within three Trading Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder.  If
the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares
within five Trading Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company
shall, within three Trading Days submit via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable
investment bank selected by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares
to the Company’s independent, outside accountant.  The Company shall cause the investment bank or the accountant,
as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later
than 10 Trading Days from the time it receives the disputed determinations or calculations.  Such investment bank’s
or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.  The
expenses of the investment bank and accountant will be borne by the Company unless the investment bank or accountant determines
that the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares by the Holder was incorrect, in
which case the expenses of the investment bank and accountant will be borne by the Holder.


 


13.         REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.  The remedies provided in this Warrant shall be cumulative and
in addition to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance
and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure
by the Company to comply with the terms of this Warrant.  The Company acknowledges that a breach by it of its obligations
hereunder may cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.  The
Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled,
in addition to all other available remedies, to seek an injunction restraining any breach.  Notwithstanding the foregoing
or anything else herein to the contrary, other than as expressly provided in Section 1(c) hereof, if the Company is for any reason
unable to issue and deliver Warrant Shares upon exercise of this Warrant as required pursuant to the terms hereof, the Company
shall have no obligation to pay to the Holder any cash or other consideration or otherwise “net cash settle” this Warrant.


 


14.         LIMITATION
ON LIABILITY.  No provisions hereof, in the absence of affirmative action by the Holder to purchase Warrant Shares
hereunder, shall give rise to any liability of the Holder to pay the


 




    	 	7 	 



     


    

 


Exercise Price or as a shareholder of the
Company (whether such liability is asserted by the Company or creditors of the Company).


 


15.           SUCCESSORS
AND ASSIGNS.  This Warrant shall bind and inure to the benefit of and be enforceable by the Company and the Holder
and their respective permitted successors and assigns.


 


16.           CERTAIN
DEFINITIONS.  For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)           “Bloomberg”
means Bloomberg LP.


 


(b)           “Common
Stock” means (i) the Company’s shares of Common Stock, $0.01 par value per share, and (ii) any share capital into
which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock.


 


(c)           “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable
or exchangeable for shares of Common Stock.


 


(d)           “Eligible
Market” means The New York Stock Exchange, Inc., the NYSE MKT or The Nasdaq Stock Market.


 


(e)           “Expiration
Date” means November [—], 2019 or, if such date falls on a day other
than a Trading Day or on which trading does not take place on the Principal Market, or, if the Principal Market is not the principal
trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is
then traded (a “Holiday”), the next date that is not a Holiday.


 


(f)          
“Fundamental Transaction” means that the Company shall, directly or indirectly, in one or more related transactions,
(i) consolidate or merge with or into another Person, (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company to another Person, (iii) allow another Person to make a purchase, tender or exchange
offer that is accepted by the holders of more than 50% of either the outstanding shares of Common Stock (not including any shares
of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party
to, such purchase, tender or exchange offer), (iv) consummate a stock purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other
Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other
Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase
agreement or other business combination), (v) reorganize, recapitalize or reclassify its Common Stock or (vi) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become
the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate
ordinary voting power represented by issued and outstanding Common Stock.


 


(g)           “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


(h)           “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock
or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity,
the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(i)           “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 


(j)           “Principal
Market” means The NASDAQ Stock Market.


 




    	 	8 	 



     


    

 


(k)           “Required
Holders” means the holders of the Warrants representing at least a majority of shares of Common Stock underlying the
Warrants then outstanding.


 


(l)         
  “Successor Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity)
formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the
Parent Entity) with which such Fundamental Transaction shall have been entered into.


 


(m)           “Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).


 


(n)           “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal
securities exchange on which the Common Stock is then traded, during the period beginning at 9:30:01 a.m., New York City time,
and ending at 4:00:00 p.m., New York City time, as reported by Bloomberg through its “Volume at Price” function or,
if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the
electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00
p.m., New York City time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security
by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market
makers for such security as reported in the “pink sheets” by OTC Markets Inc..  If the Weighted Average Price
cannot be calculated for such security on such date on any of the foregoing bases, the Weighted Average Price of such security
on such date shall be the fair market value as mutually determined by the Company and the Required Holders.  If the Company
and the Required Holders are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant
to Section 12 with the term “Weighted Average Price” being substituted for the term “Exercise Price.”  All
such determinations shall be appropriately adjusted for any share dividend, share split or other similar transaction during such
period.


 


[Signature Page Follows]


 




    	 	9 	 



     


    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.


 


	 	ONCOBIOLOGICS, INC.	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name: 	 
	 	 	Title: 	 


 




    	 	 	 



     


    

 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


 


ONCOBIOLOGICS, INC.


 


The undersigned holder hereby exercises
the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of Oncobiologics, Inc.,
a Delaware corporation (the “Company”), evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”).  Capitalized
terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


1.           
 Exercise Price.  The Holder intends that payment of the Exercise Price shall be made as (check one):


 


 ̈            Cash
Exercise under Section 1(a).


 


 ̈            Cashless
Exercise under Section 1(d).


 


2.       
     Cash Exercise.  If the Holder has elected a Cash Exercise, the Holder shall pay
the sum of $  to the Company in accordance with the terms of the Warrant.


 


3.      
      Delivery of Warrant Shares.  The Company shall deliver to the holder __________
Warrant Shares in accordance with the terms of the Warrant. If the shares are to be delivered electronically, please complete the
Depository Trust Company (“DTC”) DWAC information below.


 


4.        
    Representations and Warranties.  By its delivery of this Exercise Notice, the undersigned
represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially
own in excess of the number of shares of Common Stock (determined in accordance with Section 13(d) of the Securities Exchange Act
of 1934, as amended) permitted to be owned under Section 1(f) of this Warrant to which this notice relates.


 


Date: _______________ __, ______


 


	 	 	 
	Name of Registered Holder	 	Name of Signatory


 


	By:	 	 
	 	Name:	 
	 	Title :	 


 


If shares are to be delivered electronically:


 


Broker Name: ________________________________


 


Broker DTC DWAC #: ________________________________


 


Account at Broker shares are to be delivered to: ________________________________


 




    	 	 	 



     


    

 


ACKNOWLEDGMENT


 


The Company hereby
acknowledges this Exercise Notice.


 


	 	ONCOBIOLOGICS, INC.	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title: