Exhibit 10.5


 


AMENDMENT NO. 1 TO


2011 WARRANTS


TO PURCHASE COMMON STOCK OF


CHAMPIONS ONCOLOGY, INC.


 


This Amendment No. 1 (this “Amendment”)
to the Warrants with the issue date of April 4, 2011 (the “Original Warrants”), effective as of March 13, 2015,
is between Champions Oncology, Inc. (the “Company”) and the other parties hereto, who constitute the holders
of Original Warrants exercisable for a majority of the number of shares of Common Stock of the Company into which all of the Original
Warrants outstanding as of the date hereof are exercisable, and is thus binding upon all of the holders of Original Warrants pursuant
to Section 12 of the Original Warrants.


 


WHEREAS, the parties hereto wish to amend the
terms of the Original Warrants;


 


NOW, THEREFORE, in consideration of the foregoing
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the parties agree as follows.


 


1.          Section
5(c) of each of the Original Warrants is deleted in its entirety and replaced with “[Reserved]”.


 


2.          The
last sentence of Section 1(a) is amended and restated in its entirety as follows:


 


“The “Exercise Price” for each
Warrant Share purchased by the Holder upon the exercise of this Warrant shall be equal to $0.40, subject to adjustment for the
events specified in Section 5 below.”


 


For purposes of this Amendment, the definition of “Exercise
Price” in the Original Warrants (before giving effect to the amendment in this Section 2) is referred to as the “Original
Exercise Price”, and the definition of “Exercise Price” in the Original Warrants (after giving effect to
the amendment in this Section 2) is referred to as the “New Exercise Price”.


 


3.          The
number of shares issuable upon exercise of each of the Original Warrants (as set forth in the Preamble to the Original Warrants)
(the “Original Shares Issuable”) shall be amended to an amount (the “New Shares Issuable”)
equal to (x) the Original Exercise Price divided by the New Exercise Price, multiplied by (y) the Original Shares Issuable. For
avoidance of doubt, the New Shares Issuable shall be subject to all limitations, conditions, and adjustments as set forth in the
Original Warrants.


 


4.          The
definition of “Expiration Date” (as set forth in the Preamble to the Original Warrants) of each of the Original Warrants
is amended and restated in its entirety as follows:


 


“...6:00 p.m., eastern time, on April 4, 2017
(or, if such date is not a Business Day, on the Business Day immediately following such date) (the “Expiration Date”).”


 


5.          All
other provisions of the Original Warrants shall remain effective.


 




    	 



    	 



    

 


6.          This
Amendment shall for all purposes be governed by and construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within the State of New York.


 


7.          This
Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument. This Amendment may be executed and delivered by facsimile transmission and/or pdf email
transmission.


 


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IN WITNESS WHEREOF, the undersigned have executed
this Amendment as of the date first written above.


 


	 	CHAMPIONS ONCOLOGY, INC.
	 	 	 
	 	By:	/s/ Joel Ackerman
	 	 	Name:	Joel Ackerman
	 	 	Title:	President


 


	 	BATTERY VENTURES IX, L.P.
	 	By:	Battery Partners IX, LLC, its general partner
	 	 	 	 	 
	 	 	By:	/s/ Scott Tobin
	 	 	 	Name:	Scott Tobin
	 	 	 	Title:	Member Manager


 


	 	BATTERY INVESTMENT PARTNERS IX, LLC
	 	 	 
	 	By:	Battery Partners IX, LLC, its general partner
	 	 	 	 
	 	 	By:	/s/ Scott Tobin
	 	 	 	Name:	Scott Tobin
	 	 	 	Title:	Member Manager