Exhibit 10.2


 


AMENDMENT NO. 1 TO


 


2013 SECURITIES PURCHASE AGREEMENT


 


This Amendment No. 1 (this “Amendment”),
dated as of January 29, 2014, is by and among Champions Oncology, Inc. (the “Company”), Battery Ventures IX,
L.P. (“Ventures”), Battery Investment Partners IX, LLC (together with Ventures, “Battery”)
and PAR Investment Partners, L.P. (“PAR”).


 


WHEREAS, the Company, Battery, PAR
and certain other parties are parties to the Securities Purchase Agreement (the “Securities Purchase Agreement”)
dated as of January 28, 2013; and


 


WHEREAS, the Company, Battery and
PAR wish to amend certain provisions of the Securities Purchase Agreement;


 


NOW, THEREFORE, in consideration
of the mutual promises made herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and each of Battery and PAR hereby agree as follows.


 


1.         The definition of “Change
of Control” in Section 1.3 of the Securities Purchase Agreement is hereby replaced in its entirety with the following:


 


“Change of Control” means the occurrence
of any one or more of the following events: (i) the sale or other disposition to an unrelated party of all or substantially all
of the assets of the Company, in one transaction or a series of transactions (other than financing arrangements); or (ii) a merger,
consolidation or share exchange involving the Company and any other person or entity (other than for the purposes of reincorporation),
in which the Company or one of its subsidiaries is not the surviving entity, after approval of the Board of Directors.


 


2.         All other provisions of the Securities
Purchase Agreement shall remain intact. This Amendment shall be interpreted in accordance with the governing law and jurisdiction
provisions of Section 6.7 of the Securities Purchase Agreement. 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 or email.


 


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


 








	 	CHAMPIONS ONCOLOGY, INC.	 
	 	 	 
	 	 	 	 	 	 
	 	By:	/s/ Joel Ackerman	 
	 		Name: Joel Ackerman	 
	 		Title:   Chief Executive Officer	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	BATTERY VENTURES IX, L.P.	 
	 	 	 
	 	By:	Battery Partners IX, LLC	 
	 	 	General Partner	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	By:	/s/ Scott Tobin	 
	 	 		Name: Scott Tobin	 
	 	 		Title:   Member Manager	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	BATTERY INVESTMENT PARTNERS, IX, LLC	 
	 	 	 
	 	By:	Battery Partners IX, LLC	 
	 	 	Managing Member	 
	 	 	 	 
	 	 	 	 	 	 
	 	 	By:	/s/ Scott Tobin	 
	 	 		Name: Scott Tobin	 
	 	 		 	Title:   Member Manager	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	PAR INVESTMENT PARTNERS, L.P.	 
	 	 	 
	 	By:	PAR Group, L.P.	 
	 	 	General Partner	 
	 	 	 	 
	 	 	By:	PAR Capital Management, Inc.	 
	 	 	 	General Partner	 
	 	 	 	 	 	 
	 	 	 	By:	Steven  Smith	 
	 	 	 	 	Name:Steven M. Smith	 
	 	 	 	 	Title:Chief Operating Officer