Exhibit 10.1


 


EXCHANGE AGREEMENT


 


by and between


 


ONCOBIOLOGICS,
Inc.


 


and


 


GMS TENSHI HOLDINGS PTE. LIMITED


 


Dated July 18, 2018


 




     


     


    

 


TABLE
OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I
	 
	DEFINITIONS
	 	 	 
	Section 1.01	Certain Defined Terms	1
	Section 1.02	Other Defined Terms	8
	 	 	 
	Article II
	 
	exchange OF series a preferred for series a-1 preferred
	 	 	 
	Section 2.01	Exchange of Preferred Stock	8
	Section 2.02	Closing	9
	Section 2.03	Closing Deliverables	9
	 	 	 
	Article III
	 
	REPRESENTATIONS AND WARRANTIES OF INVESTOR
	 	 	 
	Section 3.01	Organization; Authority	9
	Section 3.02	Validity; Enforcement	9
	Section 3.03	Title	10
	Section 3.04	Orders or Actions	10
	Section 3.05	No Conflicts	10
	Section 3.06	Investor Status	10
	Section 3.07	Understandings or Arrangements	10
	Section 3.08	Transfer or Resale	10
	Section 3.09	Legends	11
	Section 3.10	No General Solicitation	11
	Section 3.11	Foreign Purchasers	11
	 	 	 
	Article IV
	 
	REPRESENTATIONS AND WARRANTIES OF THE COMPANY
	 	 	 
	Section 4.01	Organization and Qualification; Subsidiaries	12
	Section 4.02	Authorization; Enforcement; Validity	12
	Section 4.03	Capitalization	13
	Section 4.04	Issuance of Securities	14
	Section 4.05	No Conflicts	14
	Section 4.06	Consents	14
	Section 4.07	Acknowledgment Regarding Investor’s Exchange of Securities	15
	Section 4.08	SEC Documents; Financial Statements	15



 






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	Section 4.09	Absence of Certain Changes	16
	Section 4.10	No Undisclosed Events, Liabilities, Developments or Circumstances	16
	Section 4.11	Certificate of Incorporation and Bylaws	17
	Section 4.12	Permits; Compliance	17
	Section 4.13	Anti-Corruption; Anti-Money Laundering; Sanctions	17
	Section 4.14	Sarbanes-Oxley Act	18
	Section 4.15	Transactions With Affiliates	18
	Section 4.16	Absence of Litigation	19
	Section 4.17	Insurance	19
	Section 4.18	Employee Benefit Matters	19
	Section 4.19	Labor and Employment Matters	20
	Section 4.20	Real Property; Title	21
	Section 4.21	Intellectual Property	21
	Section 4.22	Environmental Laws	23
	Section 4.23	Material Contracts	24
	Section 4.24	Subsidiary Rights	24
	Section 4.25	Tax Status	24
	Section 4.26	Internal Accounting and Disclosure Controls	24
	Section 4.27	Off Balance Sheet Arrangements	25
	Section 4.28	Special Committee Approvals	25
	Section 4.29	Investment Company Status	25
	Section 4.30	Manipulation of Price	25
	Section 4.31	U.S. Real Property Holding Corporation	25
	Section 4.32	Transfer Taxes	25
	Section 4.33	Shell Company Status	26
	Section 4.34	Disclosure	26
	 	 	 
	Article V
	 
	COVENANTS
	 	 	 
	Section 5.01	Conduct of Business	26
	Section 5.02	Blue Sky	26
	Section 5.03	Fees	26
	Section 5.04	Pledge of Securities	27
	Section 5.05	Disclosure of Transactions and Other Material Information	27
	Section 5.06	Reservation of Shares	27
	Section 5.07	Listing of Conversion Shares; Nasdaq Notices	28
	 	 	 
	Article VI
	 
	CONDITIONS TO THE OBLIGATIONS OF THE COMPANY
	 	 	 
	Section 6.01	Conditions to the Obligations of the Company at the Closing	28



 






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	Article VII
	 
	CONDITIONS TO THE OBLIGATIONS OF INVESTOR
	 	 	 
	Section 7.01	Conditions to the Obligations of Investor at the Closing	28
	 	 	 
	Article VIII
	 
	TERMINATION
	 	 	 
	Section 8.01	Termination	29
	Section 8.02	Effect of Termination; Certain Fees and Expenses	30
	 	 	 
	Article IX
	 
	MISCELLANEOUS
	 	 	 
	Section 9.01	Governing Law; Jurisdiction; Waiver of Jury Trial	31
	Section 9.02	Counterparts	31
	Section 9.03	Interpretation; Headings	31
	Section 9.04	Severability	32
	Section 9.05	Entire Agreement; Amendments	32
	Section 9.06	Notices	32
	Section 9.07	Assignment; No Third Party Beneficiaries	33
	Section 9.08	Waiver	34
	Section 9.09	Survival	34
	Section 9.10	Specific Performance	34




 


EXHIBITS


 


Exhibit A ‒ Certificate of Designation




 




    iii 


     


    

 


EXCHANGE AGREEMENT


 


This EXCHANGE AGREEMENT
(this “Agreement”), dated as of July 18, 2018, is entered into by and between Oncobiologics, Inc., a Delaware
corporation (the “Company”), and GMS Tenshi Holdings Pte. Limited, a Singapore private limited company (“Investor”).


 


WHEREAS, Investor recently
converted 208,836 shares of the Company’s Series A Convertible Preferred Stock, $0.01 par value per share (the “Series
A Preferred”), for 31,572,617 shares of the Company’s Common Stock, $0.01 par value per share (the “Common
Stock”), in order to help the Company achieve compliance with the minimum market value of listed securities requirement
of the Nasdaq Capital Market;


 


WHEREAS, in connection
with, and in recognition thereof, and in consideration therefore, the Company agreed in principal with Investor to exchange Investor’s
remaining 52,209 shares of Series A Preferred for a newly created series of preferred stock of the Company along with 6,526 shares
of Series A Preferred representing the accrued but unissued dividends of Series A Preferred payable on the Series A Preferred in
accordance therewith;


 


WHEREAS, Investor desires
to exchange the 52,209 shares and 6,526 dividend shares of Series A Preferred held by it (the “Exchanged Securities”),
for 58,735 shares (such shares, the “New Preferred”) of the Company’s Series A-1 Convertible Preferred
Stock, par value $0.01 per share (the “Series A-1 Preferred”), having the designations, preferences, conversion
or other rights, voting powers and other terms and conditions specified in the Certificate of Designation attached hereto as Exhibit
A (the “Certificate of Designation”), which New Preferred will be convertible into shares of Common Stock,
and the Company desires to issue the New Preferred in exchange for the Exchanged Securities; and


 


WHEREAS, the shares of
Common Stock issuable upon exercise of the New Preferred are collectively referred to herein as the “Conversion Shares”
and the New Preferred and the Conversion Shares are collectively referred to herein as the “Securities”;


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and Investor hereby agree as follows:


 


Article
I


 


DEFINITIONS


 


Section
1.01   Certain Defined Terms. For purposes of this Agreement,
the following terms shall have the following meanings:


 


“2011 Stock
Incentive Plan” means the Oncobiologics, Inc. Stock Incentive Plan established by the Company, effective as of October
13, 2011.


 




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“2014 Common
Stock Warrants” means the warrants issued by the Company pursuant to that certain Investor Rights Agreement, dated as
of March 10, 2014, among the Company and the other parties thereto.


 


“2015 Equity
Incentive Plan” means the Oncobiologics, Inc. 2015 Equity Incentive Plan, as adopted by the Company Board on December
4, 2015.


 


“2016 Common
Stock Warrants” means the warrants issued by the Company pursuant to that certain Note and Warrant Purchase Agreement,
dated as of December 22, 2016, as amended, among the Company and the other parties thereto.


 


“2016 Employee
Stock Purchase Plan” means the Oncobiologics, Inc. 2016 Employee Stock Purchase Plan, as adopted by the Company Board
on January 28, 2016.


 


“2017 Common
Stock Warrants” means the warrants issued by the Company pursuant to the 2017 Purchase Agreement at an exercise price
of $0.90 per share, subject to adjustment as described therein.


 


“2017 Purchase
Agreement” means that certain purchase agreement, dated as of September 7, 2017, by and between the Company and Investor.


 


“2018 Common
Stock Warrants” means the warrants issued by the Company pursuant to the 2018 Purchase Agreement at an exercise price
of $0.975 per share, subject to adjustment as described therein.


 


“2018 Purchase
Agreement” means that certain purchase agreement, dated as of May 11, 2018, by and between the Company and Investor.


 


“Action”
means any litigation, suit, claim, action, proceeding, arbitration, mediation, hearing, inquiry or investigation (in each case,
whether civil, criminal or investigative).


 


“Affiliate”
of a specified Person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by,
or is under common control with, such specified Person.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, or Singapore,
Republic of Singapore are authorized or required by Law to remain closed.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Company Intellectual
Property” means the Owned Intellectual Property and the Licensed Intellectual Property.


 


“Company IP
Agreements” means all Contracts to which any of the Company or any of its Subsidiaries is a party or by which the Company
or any of its Subsidiaries is bound, concerning Intellectual Property or IT Assets, including (a) Contracts pursuant to which the
Company or any of its Subsidiaries grants a license, covenant not to sue or other right with respect to any Intellectual Property,
and (b) Contracts pursuant to which the Company or any of its Subsidiaries receives a license, covenant not to sue or other right
under any Intellectual Property.


 




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“Company IT
Assets” means all IT Assets owned by the Company or any of its Subsidiaries, or licensed or leased by the Company or
any of its Subsidiaries pursuant to any written agreement.


 


“Company Permits”
means franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, concessions, registrations,
clearances, exemptions, certificates, approvals and orders of any Governmental Entity necessary for each of the Company and its
Subsidiaries to own, lease and operate their respective properties and assets or to carry on their respective businesses as they
are now being conducted.


 


“Company Plan”
means any employee compensation and benefit plan, program or arrangement sponsored, maintained or contributed to by the Company
or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate has or may have any actual or contingent liability
or obligation (including any such obligations under any terminated plan or arrangement), including “employee benefit plans,”
as defined in Section 3(3) of ERISA, Multiemployer Plans, deferred compensation plans, stock option or other equity compensation
plans, stock purchase plans, phantom stock plans, bonus plans, fringe benefit plans, life, health, dental, vision, hospitalization,
disability and other insurance plans, employee assistance programs, severance or termination pay plans and policies, and sick pay
and vacation plans or arrangements, whether or not described in Section 3(3) of ERISA, and any other material employee benefit
plan or agreement sponsored and maintained by Company or any ERISA Affiliate for the benefit of any current or former Service Provider
of the Company or any ERISA Affiliate.


 


“Contract”
means any oral or written binding contract, subcontract, agreement, note, bond, mortgage, indenture, lease, sublease, license,
sublicense, permit, franchise or other instrument, obligation, commitment or arrangement or understanding of any kind or character.


 


“control”
(including the terms “controlled by” and “under common control with”) means the possession,
directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies
of a Person, whether through the ownership of voting securities, as trustee or executor, by Contract or credit arrangement or otherwise.


 


“DGCL”
means the General Corporation Law of the State of Delaware, as amended.


 


“Encumbrances”
means mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other
claims of third parties or restrictions of any kind, including any easement, reversion interest, right of way or other encumbrance
to title, limitations on voting rights, or any option, right of first refusal or right of first offer.


 


“Environmental
Law” means any Law relating to (a) releases or threatened releases of Hazardous Substances or materials containing
Hazardous Substances, (b) the manufacture, handling, transport, use, treatment, storage or disposal of Hazardous Substances
or materials containing Hazardous Substances, (c) exposure to Hazardous Substances, (d) climate change or global warming,
or (e) pollution or protection of the environment, health, safety or natural resources, including natural resource damages.


 




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“Environmental
Permits” means all permits, licenses and other authorizations required under any Environmental Law.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended through the date hereof.


 


“ERISA Affiliate”
means any trade or business, whether or not incorporated, that, together with the Company, would be deemed a “single employer”
within the meaning of Section 4001(b)(i) of ERISA.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“GAAP”
means United States generally accepted accounting principles.


 


“Governmental
Entity” means any federal, national, foreign, supranational, state, provincial, county, local or other government, governmental,
regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body
of competent jurisdiction.


 


“Hazardous
Substances” means (a) those substances, materials or wastes defined in or regulated under the following United States
federal statutes and their state counterparts, as each may be amended from time to time, and all regulations thereunder: the Hazardous
Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation
and Liability Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal Insecticide, Fungicide,
and Rodenticide Act and the Clean Air Act, (b) petroleum and petroleum products, including crude oil and any fractions thereof,
(c) natural gas, synthetic gas, and any mixtures thereof, (d) polychlorinated biphenyls, asbestos, toxic mold and radon,
(e) any contaminant or pollutant, and (f) any other substance, material or waste regulated by any Governmental Entity
or that gives rise to liability, obligations or costs because or on account of its potential or actual threat to the environment,
human health, flora, fauna or natural resources, or because or on account of it being explosive, corrosive, flammable or radioactive.


 


“Indebtedness”
means, with respect to any Person, without duplication: (a) all indebtedness of such Person, whether or not contingent, for
borrowed money, including all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (b) all
obligations of such Person for the deferred purchase of property or services, (c) all indebtedness created or arising under
any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and
remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property),
(d) all obligations of such Person as lessee under Leases that have been or should be, in accordance with GAAP, recorded as
capital leases, (e) all obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar
facilities, (f) all liabilities or obligations with respect to interest rate swaps, caps, collars and similar hedging obligations,
(g) all Indebtedness of others referred to in clauses (a) through (f) above guaranteed (or in effect guaranteed)
directly or indirectly in any manner by such Person, and (h) all Indebtedness of others referred to in clauses (a) through
(g) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Encumbrance on property (including accounts and Contract rights) owned by such Person, even though such Person has not
assumed or become liable for the payment of such Indebtedness.


 




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“Intellectual
Property” means, collectively and worldwide, any and all (a) moral rights and copyrights (whether registered or unregistered)
in any works of authorship, and all applications, registrations, and renewals in connection therewith, (b) inventions and discoveries
(whether or not patentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications,
statutory invention registrations and patent disclosures, together with all reissuances, continuations, continuations-in-part,
revisions, extensions, and reexaminations thereof, (c) trade names, trademarks, service marks, brand names, corporate names, domain
names URLs, trade dress, and other identifiers of source or goodwill, including all goodwill associated therewith, and all applications,
registrations, and renewals in connection therewith, (d) trade secrets and confidential and proprietary information, including
confidential ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques,
technical data, designs, drawings, specifications, customer, sales prospect, distributor and supplier lists, pricing and cost information,
and marketing plans and proposals), (e) computer programs, applications, systems and code, including software implementations of
algorithms, models and methodologies, program interfaces, and source code and object code, development and design tools, library
functions and compilers, (f) databases and data collections and all rights therein, (g) any similar, corresponding or equivalent
rights to any of the foregoing, (h) documents or other tangible media containing any of the foregoing, and (i) rights to prosecute
and perfect the foregoing through administrative prosecution, registration, recordation, or other proceeding, and all causes of
action and rights to sue or seek other remedies arising from or relating to the foregoing, including for any past or ongoing infringement,
misuse or misappropriation.


 


“IT Assets”
means computers, software, systems, hardware, networks, firmware, middleware, servers, workstations, routers, hubs, switches, data
communications lines, and all other information technology equipment and elements, and all associated documentation associated
with any of the foregoing.


 


“knowledge
of the Company” or “the Company’s knowledge” means the knowledge, after reasonable inquiry,
of Pankaj Mohan, Lawrence Kenyon, Stephen McAndrew and Kenneth Bahrt.


 


“Law”
means any U.S. or non-U.S. federal, state, local, national, supranational, foreign or administrative law (including common law),
statute, ordinance, regulation, requirement, regulatory interpretation, rule, code or Order.


 


“Leased Real
Property” means the real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries
as tenant, sublessee, licensee or occupier, together with, to the extent leased by the Company or any of its Subsidiaries, all
buildings and other structures, facilities or improvements currently or hereafter located thereon, all fixtures, systems and equipment
affixed thereto and all easements, licenses, rights, hereditaments and appurtenances relating to the foregoing.


 




     5


     


    

 


 


“Lease”
means any and all leases, subleases, licenses or other occupancy agreements, sale/leaseback arrangements or similar arrangements.


 


“Licensed
Intellectual Property” means all Intellectual Property that the Company or any of its Subsidiaries is granted a license
to use or is otherwise permitted to use by any Person pursuant to the Company IP Agreements.


 


“Material
Adverse Effect” means any event, circumstance, change, condition, occurrence or effect that, individually or in the aggregate
with any other event, circumstance, change, condition, occurrence or effect, (a) has had, or would reasonably be expected to have,
a material adverse effect on the business, properties, operations, assets, liabilities (including contingent liabilities), prospects,
results of operations or condition (financial or otherwise) of the Company or any of its Subsidiaries, or (b) has a material
adverse effect on, or prevents or materially delays, the ability of the Company to consummate the transactions contemplated hereby
or in any of the other Transaction Documents.


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Sections 3(37) and 4001(a)(3) of ERISA, to which
the Company or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made
or been obligated to make contributions.


 


“Order”
means any order (temporary or otherwise), judgment, injunction, award, decision, determination, stipulation, ruling, subpoena,
writ, decree or verdict entered by or with any Governmental Entity.


 


“Owned Intellectual
Property” means all Intellectual Property owned or purportedly owned by the Company or any of its Subsidiaries.


 


“Performance
Based Stock Units” means Participant Performance Stock Units granted pursuant to Article IX of the 2011 Stock Incentive
Plan.


 


“Permitted
Encumbrances” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding
shall have been commenced and as to which none of the Company or any of its Subsidiaries is otherwise subject to civil or criminal
liability due to its existence: (a) liens for Taxes not yet due and payable or the validity or amount of which is being contested
in good faith by appropriate proceedings, (b) materialmen’s, mechanics’, carriers’, workmen’s and
repairmen’s liens and other similar liens arising in the ordinary course of business securing obligations (i) as to
which there is no default on the part of the Company or any of its Subsidiaries or the validity or amount of which is being contested
in good faith by appropriate proceedings directly conducted by the Company and for which adequate reserves are maintained on the
books of the Company, (ii) which are not overdue for a period of more than 30 days, and (iii) which do not, individually
or in the aggregate, materially adversely affect the value or the use or occupancy of such property for its current and anticipated
purposes, (c) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to
secure public or statutory obligations, and (d) minor survey exceptions, customary utility easements and other minor customary
encumbrances on title to real property that (i) were not incurred in connection with any Indebtedness, (ii) do not render
title to the property encumbered thereby unmarketable and (iii) do not, individually or in the aggregate, materially adversely
affect the value of or the use or occupancy of such property for its current and anticipated purposes.


 




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“Person”
means an individual, company, corporation, partnership, limited partnership, limited liability company, syndicate, person (including
a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political
subdivision, agency or instrumentality of a government.


 


“Restricted
Stock Unit” means an RSU (within the meaning of the 2015 Equity Incentive Plan) granted pursuant to Section 6 of
the 2015 Equity Incentive Plan.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Series A
Warrants” means the Series A warrants to purchase shares of Common Stock at a purchase price of $6.60 per share, subject
to adjustment as described therein.


 


“Series B
Warrants” means the Series B warrants to purchase shares of Common Stock at a purchase price of $8.50 per share, subject
to adjustment as described therein.


 


“Service Provider”
means each of the officers, employees, directors and independent contractors of the Company and each of its Subsidiaries.


 


“Special Committee”
means that certain committee of the Company Board comprised solely of independent directors and no related person of Investor as
such term is defined under Item 404 of Regulation S-K under the Securities Act.


 


“Subsidiary”
of any specified Person means an Affiliate controlled by such Person, directly or indirectly, through one or more intermediaries.


 


“Taxes”
means (a) any and all taxes, fees, levies, duties, tariffs, imposts and other charges of any kind (together with any and all interest,
penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Entity, including
taxes or other charges on or with respect to income, franchise, windfall or other profits, gross receipts, property, sales, use,
capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation or net worth, (b) taxes
or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value-added or gains taxes, (c) license, registration
and documentation fees, and (d) customs duties, tariffs and similar charges.


 


“Transaction
Documents” means collectively, this Agreement, the Certificate of Designation and each of the other agreements and instruments
entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as
may be amended from time to time.


 




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Section
1.02   Other Defined Terms. The following terms have the meanings
set forth in the Sections set forth below:


 


	Defined Term	 	Location of Definition
	 	 	 
	8-K Filing	 	§ 5.05
	Agreement	 	Preamble
	Anti-Money Laundering and Anti-Terrorism Financing Laws	 	§ 4.13(c)
	Anti-Corruption Laws	 	§ 4.13(e)
	Bankruptcy Exceptions	 	§ 3.02
	Bylaws	 	§ 4.11
	Certificate of Designation	 	Recitals
	Certificate of Incorporation	 	§ 4.11
	Closing	 	§ 2.02
	Closing Date	 	§ 2.02
	Common Stock	 	Recitals
	Company	 	Preamble
	Company Affiliate	 	§ 4.13(a)
	Company Board	 	§ 4.02
	Conversion Shares	 	Recitals
	Exchanged Securities	 	Recitals
	Exchange Transaction	 	§ 2.01
	Financial Statements	 	§ 4.08
	Initial Announcement	 	§ 5.05
	Investor	 	Preamble
	Investor Expenses	 	§ 5.03
	IRS	 	§ 4.18(a)
	Material Contract	 	§ 4.23
	Nasdaq	 	§ 4.05
	Nasdaq Notices	 	§ 4.06
	New Preferred	 	Recitals
	Other Securities	 	§ 4.03
	Personal Information	 	§ 4.21(h)
	Preferred Stock	 	§ 4.03
	Registered Intellectual Property	 	§ 4.21
	Sanctions	 	§ 4.13(a)
	SEC	 	§ 4.08
	SEC Documents	 	§ 4.08
	Securities	 	Recitals
	Series A Preferred	 	Recitals
	Series A-1 Preferred	 	Recitals


 










Article
II


 


exchange
OF series a preferred for series a-1 preferred


 


Section
2.01         Exchange of Preferred Stock. Subject to the terms and conditions
of this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, written waiver by the party entitled
to the benefit thereof) of the applicable conditions set forth in Articles VI and VII of this Agreement, at the Closing,
Investor shall hereby surrender, transfer and assign the Exchanged Securities to the Company in exchange for the Company’s
issuance to Investor of the New Preferred (the exchange of the Exchanged Securities for the New Preferred being hereinafter referred
to as the “Exchange Transaction”).


 




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Section
2.02         Closing. Subject to the terms and conditions of this Agreement,
the closing of the Exchange Transaction (the “Closing”) shall occur upon the execution and delivery of this
Agreement and the full satisfaction or, to the extent permitted by applicable Law, waiver in writing by the party entitled to the
benefit thereof, of all of the conditions to the Closing set forth in Section 6.01 and Section 7.01 of this Agreement
(other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or written
waiver of those conditions at such time) at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York
10022, or at such other place as shall be agreed between the Company and Investor (the date on which the Closing occurs, the “Closing
Date”).


 


Section
2.03         Closing Deliverables. (a) At the Closing, upon the terms
and subject to the conditions of this Agreement:


 


(i)        Investor
shall (A) deliver the Exchange Securities and (B) deliver to the Company duly executed counterparts of each Transaction Document
to which Investor is a party that is to be executed on the Closing Date; and


 


(ii)       the
Company shall deliver to Investor (A) evidence of entry into the stock records of the Company the New Preferred issued to the Investor
and retirement of the Exchanged Securities and (B) duly executed counterparts of each other Transaction Document to which the Company
is a party that is to be executed on the Closing Date.


 


Article
III


 


REPRESENTATIONS
AND WARRANTIES OF INVESTOR


 


Investor hereby represents
and warrants to the Company (both as of the date of this Agreement and, unless such representation or warranty is specifically
made as of a date prior to the Closing Date, the Closing Date) as follows:


 


Section
3.01         Organization; Authority. Investor is an entity duly organized,
validly existing and in good standing under the laws of the jurisdiction of its organization. Investor has the requisite power
and authority to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party
and otherwise to carry out its obligations hereunder and thereunder.


 


Section
3.02         Validity; Enforcement. This Agreement has been duly and
validly authorized, executed and delivered on behalf of Investor and constitutes the legal, valid and binding obligation of Investor
enforceable against Investor in accordance with its terms, except as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally
(“Bankruptcy Exceptions”).


 




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Section
3.03         Title. Investor is the sole legal and beneficial owner
of the Exchanged Securities. Investor has good and valid title to the Exchanged Securities free of any Encumbrances other than
those under applicable U.S. federal securities laws and that certain Investor Rights Agreement between the Company and Investor
dated September 11, 2017, as amended.


 


Section
3.04         Orders or Actions. Investor is not subject to any Order
and is not bound by any contract or other instrument that may have a material adverse effect on Investor’s ability to comply
with this Agreement and to deliver the Exchanged Securities free of any Encumbrances other than those under applicable U.S. federal
securities laws and that certain Investor Rights Agreement between the Company and Investor dated September 11, 2017, as amended,
and there is no Action pending, and no party has threatened in writing to commence any Action, that may have such effect. No event
has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or
serve as a basis for the commencement of any such Action against Investor or the Exchanged Securities held by Investor.


 


Section
3.05         No Conflicts. The execution, delivery and performance by
Investor of this Agreement and the other Transaction Documents to which it is a party and the consummation by Investor of the transactions
contemplated hereby and thereby will not (a) result in a violation of the organizational documents of Investor, (b) conflict with,
or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the creation
of any Encumbrance upon any of the properties or assets of Investor pursuant to, or give to others any rights of termination, amendment,
acceleration or cancellation of, any Contract or other instrument or obligation to which Investor is a party, or (c) result in
a violation of any Law or Order applicable to Investor, except, in the case of clauses (b) and (c) above, for such conflicts, defaults,
rights, violations or other occurrences which would not, individually or in the aggregate, have a material adverse effect on the
ability of Investor to perform its obligations hereunder.


 


Section
3.06         Investor Status. At the time Investor was offered the Securities,
it was, and as of the date hereof, it is, an “accredited investor” as defined in Rule 501 under the Securities Act.


 


Section
3.07         Understandings or Arrangements. Investor is acquiring the
Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons
to distribute such Securities; provided, that nothing contained herein shall be deemed to prevent Investor from reselling the Securities
in accordance with applicable securities laws.


 


Section
3.08         Transfer or Resale. Investor understands that (a) the Securities
have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale,
sold, assigned or transferred unless subsequently registered thereunder or pursuant to an exemption therefrom, and (b) any sale
of the Securities made in reliance on Rule 144 of the Securities Act may be made only in accordance with the terms of Rule 144.


 




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Section
3.09         Legends. Investor understands that the certificates or
other instruments representing the Securities shall bear any legend as required by the “blue sky” laws of any state
and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such
stock certificates or general statements):


 


THE SECURITIES REPRESENTED BY THIS
INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT
AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.


 


THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE INVESTOR RIGHTS AGREEMENT, DATED SEPTEMBER 11, 2017, BY AND
BETWEEN ONCOBIOLOGICS, INC., AND GMS TENSHI HOLDINGS PTE. LIMITED, AS IT MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH ARE
ON FILE WITH AND AVAILABLE FROM THE SECRETARY OF ONCOBIOLOGICS, INC., WITHOUT COST.


 


Section
3.10         No General Solicitation. Investor acknowledges that the
Securities were not offered to Investor by means of any form of general or public solicitation or general advertising, or publicly
disseminated advertisements or sales literature, including (a) any advertisement, article, notice or other communication published
in any newspaper, magazine, website, or similar media, or broadcast over television or radio, or (b) any seminar or meeting to
which Investor was invited by any of the foregoing means of communications.


 


Section
3.11         Foreign Purchasers. Investor hereby acknowledges it is
not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), and hereby represents
that it has satisfied itself as to its compliance, in all material respects, with the laws of its jurisdiction of organization
that are applicable to Investor in connection with the Exchange Transaction contemplated by this Agreement.


 


Article
IV


 


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


The Company hereby represents
and warrants to Investor (both as of the date of this Agreement and, unless such representation or warranty is specifically made
as of a date prior to the Closing Date, the Closing Date) as follows:


 


 




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Section
4.01         Organization and Qualification; Subsidiaries. The Company
and each of its Subsidiaries is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction
of its organization and has the requisite corporate or similar power and authority and all necessary governmental approvals to
own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company and each
of its Subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character
of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification or licensing
necessary or desirable, except where the failure to be so qualified or licensed and in good standing would not be material to the
Company and its Subsidiaries, taken as a whole.


 


(a)          The
Company has two wholly-owned subsidiaries, neither of which is a “significant subsidiary” for purposes of Regulation
S-K of the Securities Act. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible
into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other
business association or entity.


 


Section
4.02         Authorization; Enforcement; Validity. The Company has the
requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents
and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the
other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby
(including the issuance of the New Preferred and the issuance of the Conversion Shares issuable upon conversion thereof) have been
duly authorized by the Company’s board of directors (the “Company Board”) and the Special Committee and
other than any filings as may be required by applicable federal and state securities laws, no further filing, consent or authorization
is required by the Company, the Company Board or the Company’s stockholders. This Agreement has been, and the other Transaction
Documents to be delivered on or prior to the Closing, will be at or prior to the Closing, duly executed and delivered by the Company,
and upon such execution will constitute the legal, valid and binding obligations of the Company, enforceable against the Company
in accordance with their respective terms, except as limited by Bankruptcy Exceptions.


 


 




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Section
4.03         Capitalization. (a)          The
authorized capital stock of the Company consists of 200,000,000 shares of Common Stock and 10,000,000 shares of preferred stock,
par value $0.01 per share (“Preferred Stock”). As of the date of this Agreement, and immediately prior to the
Exchange, (i) 72,198,468 shares of Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully
paid and non-assessable, (ii) 163,934 shares of Common Stock are reserved for issuance pursuant to outstanding Performance Based
Stock Units, (iii) 83,281 shares of Common Stock are reserved for issuance pursuant to outstanding Restricted Stock Units, (iv)
814,378 shares of Common Stock are reserved for issuance pursuant to additional awards to be granted under the 2015 Equity Incentive
Plan, (v) 545,162 shares of Common Stock are reserved for issuance pursuant to the 2016 Employee Stock Purchase Plan, (vi) 814,378
2014 Common Stock Warrants are outstanding, (vii) 3,882,001 2016 Common Stock Warrants are outstanding, (viii) 3,333,333 Series
A Warrants are outstanding, (ix) no Series B Warrants are outstanding, (x) 16,750,000 2017 Common Stock Warrants are outstanding,
(xi) 20,512,820 2018 Common Stock Warrants are outstanding, (xii) 1,000,000 shares of Preferred Stock have been designated Series
A Convertible Preferred Stock, of which 58,735 shares are issued and outstanding, all of which are duly authorized, validly issued,
fully paid and non-assessable, (xiii) 200,000 shares of Preferred Stock have been designated the Series A-1 Preferred, of which
none are issued and outstanding, (xiv) 1,500,000 shares of Preferred Stock have been designated Series B Convertible Preferred
Stock, of which none are issued and outstanding; (xv) no shares of Common Stock or Preferred Stock are held in the treasury of
the Company, and (xvi) no shares of Common Stock or Preferred Stock are held by the Subsidiaries of the Company. Except as disclosed
in the SEC Documents: (A) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or
any other similar rights or any Encumbrances suffered or permitted by the Company or any Subsidiary, (B) there are no outstanding
options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or notes or other
securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries
(collectively, “Other Securities”), or Contracts, commitments, understandings or arrangements by which the Company
or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or
options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or notes or securities
or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, (C)
there are no outstanding debt securities, notes, credit agreements, credit facilities or other Contracts, documents or instruments
evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may
become bound, (D) there are no financing statements securing obligations in any amounts filed in connection with the Company or
any of its Subsidiaries, (E) there are no Contracts or arrangements under which the Company or any of its Subsidiaries is obligated
to register the sale of any of their securities under the Securities Act, (F) there are no outstanding securities or instruments
of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no Contracts, commitments,
understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the
Company or any of its Subsidiaries, (G) there are no securities or instruments containing anti-dilution or similar provisions that
will be triggered by the issuance of the Securities, and (H) there are no restricted stock, stock appreciation rights, performance
units, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide
economic benefits based, directly or indirectly, on, the value or price of any shares of capital stock or other securities of or
other ownership interests in the Company or any Subsidiary.


 


(b)          Each
outstanding share of capital stock of, or other equity interests in, each Subsidiary of the Company is (i) duly authorized, validly
issued, fully paid and non-assessable and free of preemptive (or similar) rights, (ii) owned by the Company or another of its wholly-owned
Subsidiaries free and clear of all Encumbrances, and (iii) not subject to any outstanding obligations of the Company or any of
its Subsidiaries requiring the registration under any securities Law for sale of such share of capital stock, or other equity interests.


 


(c)          As
of the date of this Agreement, no bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible
into or exercisable for securities having the right to vote) on any matters on which stockholders of the Company may vote are issued
or outstanding.


 


 




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Section
4.04         Issuance of Securities. The issuance of the New Preferred
is duly authorized and upon issuance in accordance with the terms of the applicable Transaction Documents shall be validly issued,
fully paid and non-assessable and free from all Encumbrances. The Company shall have reserved from its duly authorized capital
stock as of the date hereof, in addition to authorized capital stock reserved for all Other Securities, not less than 150% of the
maximum number of Conversion Shares issuable upon conversion of the New Preferred being acquired at the Closing (determined without
taking into account any limitations on the conversion of the New Preferred set forth therein and assuming that the New Preferred
are convertible at the initial Series A-1 Conversion Rate (as defined in the Certificate of Designation). Upon issuance or conversion
in accordance with the New Preferred, the Conversion Shares, when issued, will be validly issued, fully paid and nonassessable
and free from all Encumbrances, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the
representations and warranties of the Investor contained in Article III are true, the offer and issuance by the Company
of the Securities is exempt from registration under the Securities Act.


 


Section
4.05         No Conflicts. The execution, delivery and performance by
the Company of this Agreement and the other Transaction Documents to which it or any of its Subsidiaries is a party and the consummation
by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including the issuance of the New Preferred,
the Conversion Shares and the reservation for issuance of the Conversion Shares as contemplated under Section 4.04 above)
will not (a) result in a violation of the Certificate of Incorporation, Bylaws or other organizational documents of the Company
or any of its Subsidiaries or any capital stock of the Company or any of its Subsidiaries, (b) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would become a default) under, result in the creation of any Encumbrance
upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, or give to others any rights of termination,
amendment, acceleration or cancellation of, any Contract or other instrument or obligation to which the Company or any of its Subsidiaries
is a party, or (c) result in a violation of any Law (including the rules and regulations of the Nasdaq Capital Market (“Nasdaq”))
or Order applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries
is bound or affected; except, in the case of each of clauses (b) and (c), as would not be, or would not reasonably be expected
to be, material to the Company and its Subsidiaries, taken as a whole.


 


Section
4.06         Consents. Neither the Company nor any Subsidiary is required
to obtain any consent, approval, authorization or order of, or make any filing or notification with, any Governmental Entity or
other self-regulatory organization or body or any other Person in order for it to execute, deliver or perform any of its respective
obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof, except
(a) for applicable requirements, if any, of the Securities Act, the Exchange Act, state “Blue Sky” laws and state
takeover Laws, (b) any filings required under the rules and regulations of Nasdaq, (c) the filing of the Certificate of Designation
with the Secretary of State of the State of Delaware in accordance with the DGCL, and (d) where the failure to obtain such
consents, approvals, authorizations or orders, or to make such filings or notifications, would not be material. As of the Closing,
all consents, approvals, authorizations, orders, filings and notifications which the Company or any Subsidiary is required to obtain
pursuant to the preceding sentence have been obtained or effected. Neither the Company nor any of its Subsidiaries is aware of
any facts or circumstances that might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration,
application or filings contemplated by the Transaction Documents. Except for the written notifications received by the Company
from Nasdaq on June 28, 2017, December 28, 2017, February 13, 2018 and April 26, 2018 regarding, among other things, the Company’s
failure to meet certain minimum market value requirements under applicable Nasdaq rules (the “Nasdaq Notices”),
the Company is not in violation of the rules or requirements of Nasdaq and, to the knowledge of the Company, there are no facts
or circumstances that would reasonably lead to delisting or suspension of the Common Stock.


 


 




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Section
4.07         Acknowledgment Regarding Investor’s Exchange of Securities.
The Company acknowledges and agrees that Investor is not acting as a financial advisor or fiduciary of the Company or any of its
Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and
thereby, and any advice given by Investor or any of its representatives or agents in connection with the Transaction Documents
and the transactions contemplated hereby and thereby is merely incidental to such Investor’s investment in the Securities.
The Company further represents to Investor that the Company’s decision to enter into the Transaction Documents to which it
is a party has been based solely on the independent evaluation by the Special Committee, which is comprised solely of independent
directors and no related person of Investor as such term is defined under Item 404 of Regulation S-K under the Securities Act.


 


 


Section
4.08         SEC Documents; Financial Statements. Since May 12, 2016,
the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the
Securities and Exchange Commission (“SEC”) pursuant to the reporting requirements of the Exchange Act (all of
the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto
and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company
has delivered to Investor or its representatives true, correct and complete copies of each of the SEC Documents not available on
the EDGAR system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the
Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC
Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC
Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. The
Financial Statements have been prepared in accordance with GAAP, consistently applied, during the periods involved (except (a)
as may be otherwise indicated in the Financial Statements or the notes thereto, or (b) in the case of unaudited interim statements,
to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects
the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material, either individually
or in the aggregate). Other than as set forth in the SEC Documents, neither the Company nor any of its Subsidiaries has any liability
or obligation of any nature (whether accrued, absolute, contingent, determined, determinable or otherwise and whether due or to
become due), except for liabilities and obligations (i) reflected or reserved against on the consolidated balance sheet of the
Company and its consolidated Subsidiaries as at December 31, 2017, including the notes thereto, or (ii) incurred in the ordinary
course of business consistent with past practice since December 31, 2017, which would not be material to the Company and its Subsidiaries,
taken as a whole. No other information provided by or on behalf of the Company to Investor which is not included in the SEC Documents
contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements
therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating
to amend or restate any of the Financial Statements (including any notes or any letter of the independent accountants of the Company
with respect thereto), nor is the Company currently aware of facts or circumstances which would require the Company to amend or
restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP
and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend
that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate
any of the Financial Statements. As of the date of this Agreement, there are no material outstanding or unresolved comments in
comment letters received from the SEC with respect to the SEC Documents. To the knowledge of the Company, none of the SEC Documents
is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any Governmental Entity or any
internal investigations pending or threatened, in each case regarding any accounting practices of the Company or any of its Subsidiaries.


 


 




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Section
4.09         Absence of Certain Changes. Since September 30, 2017, (a)
the Company and its Subsidiaries have conducted their business in the ordinary course and in a manner consistent with past practice,
and (b) except as expressly set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2018 (but excluding (1) any documents filed as exhibits, annexes and schedules thereto or incorporated by reference therein,
(2) any risk factor disclosures therein (other than any factual information contained therein), and (3) any disclosure of
risks included in any “forward-looking statements” disclaimer therein or any other statements therein that are similarly
non-specific or precise or forward-looking in nature), there has not been any Material Adverse Effect.


 


Section
4.10         No Undisclosed Events, Liabilities, Developments or Circumstances.
No event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect
to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including
results thereof) or condition (financial or otherwise), that (a) would be required to be disclosed by the Company under applicable
securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its
Common Stock and which has not been publicly announced (other than the transactions contemplated by this Agreement), or (b) would
have, or would reasonably be expected to have, a Material Adverse Effect.


 


 




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Section
4.11         Certificate of Incorporation and Bylaws. The Company has
furnished to Investor true, correct and complete copies of (a) the Company’s Amended and Restated Certificate of Incorporation,
as amended and as in effect on the date hereof (the “Certificate of Incorporation”), (b) the Company’s
Amended and Restated Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), (c) the certificate
of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended and as
in effect on the date hereof, and (d) the terms of all Other Securities and the material rights of the holders thereof in respect
thereto that have not been disclosed in the SEC Documents. The Company is not in violation of any term of, or in default under,
the Certificate of Incorporation, the Bylaws or any certificate of designation, preferences or rights of any other outstanding
series of preferred stock of the Company. None of the Subsidiaries of the Company are in violation of any term of, or in default
under, its certificate of incorporation or bylaws (or equivalent organizational documents).


 


Section
4.12         Permits; Compliance. The Company and each of its Subsidiaries
is in possession of all Company Permits, except where the failure to possess, or the suspension or cancellation of, any of the
Company Permits would not be material to the Company and its Subsidiaries, taken as a whole. No suspension or cancellation of any
of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to possess, or the
suspension or cancellation of, any of the Company Permits would not be material to the Company and its Subsidiaries, taken as a
whole. Neither the Company nor any of its Subsidiaries is or, since January 1, 2016, has been, in conflict with, or in default,
breach or violation of, any Law or Company Permit applicable to the Company or any of its Subsidiaries or by which any property
or asset of the Company or any of its Subsidiaries is bound or affected, except for any such conflicts, defaults, breaches or violations
that have not been, and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole.
Without limiting the generality of the foregoing, and except the Nasdaq Notices, the Company is not in violation of any of the
rules, regulations or requirements of Nasdaq. Since May 12, 2016, (i) the Common Stock has been listed or designated for quotation
on Nasdaq, (ii) trading in the Common Stock has not been suspended by the SEC or Nasdaq and (iii) other than the Nasdaq Notices,
the Company has received no communication, written or oral, from the SEC or Nasdaq regarding the suspension or delisting of the
Common Stock from Nasdaq.


 


Section
4.13         Anti-Corruption; Anti-Money Laundering; Sanctions.(a) Provided
that the Company does not make this representation with respect to Investor and its designees on the Company Board, neither the
Company, its Subsidiaries, nor any of their respective directors, officers, agents or employees, nor any other Person acting for
or on behalf of the foregoing (each, a “Company Affiliate” but, for purposes of this Section 4.13, excluding
Investor and its designees on the Company Board); (i) is itself, or is 50% or more owned by, a target of any sanctions, laws, lists,
regulations, embargoes or restrictive measures administered, enacted or enforced by the United States or other government, including
the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Kingdom,
the European Union (and any of its member states) or the United Nations Security Council, or any other relevant authority or sanctions-administering
body (collectively, “Sanctions”), or (ii) is located, organized or resident in a country or territory that is
the target of any such Sanctions (including without limitation, Cuba, Iran, North Korea, North Sudan or Syria).


 


 




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(b)          To
the knowledge of the Company, no Action by or before any Governmental Entity or any arbitrator involving the Company or any Company
Affiliate with respect to any Sanctions is pending or threatened.


 


(c)          The
operations of the Company and its Subsidiaries and, to the knowledge of the Company, the other Company Affiliates are and have
been conducted at all times in compliance with applicable anti-money laundering and anti-terrorism financing laws of all jurisdictions
in which they operate, the rules and regulations promulgated thereunder, and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any Governmental Entity thereof or therein (collectively, the “Anti-Money Laundering
and Anti-Terrorism Financing Laws”).


 


(d)          To
the knowledge of the Company, no Action by or before any Governmental Entity or any arbitrator involving the Company or any Company
Affiliate with respect to Anti-Money Laundering and Anti-Terrorism Financing Laws is pending or threatened.


 


(e)          Neither
the Company, any of its Subsidiaries nor, to the knowledge of the Company, any other Company Affiliate has engaged in conduct that
would violate any anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the OECD Convention
on Combating Bribery of Foreign Public Officials in International Business Transactions and related implementing legislation, and
any other similar laws against bribery or corruption (the “Anti-Corruption Laws”).


 


(f)          Neither
the Company, any of its Subsidiaries nor, to the knowledge of the Company, any other Company Affiliate has offered, promised, given,
or authorized the offer, promise, or giving, or accepted or requested, any compensation, payment or gift or anything of value,
directly or indirectly, to or from any Person (whether government-affiliated or not) for the purpose of influencing or inducing
any act or decision or inaction in order to obtain, retain or direct business or to secure an improper advantage.


 


(g)          To
the knowledge of the Company, no Action by or before any Governmental Entity or any arbitrator involving the Company or any Company
Affiliate with respect to Anti-Corruption Laws is pending or threatened.


 


Section
4.14         Sarbanes-Oxley Act. The Company and each Subsidiary has
been at all times and currently is in compliance in all material respects with all applicable requirements of the Sarbanes-Oxley
Act of 2002 that are effective as of the date hereof, and all applicable rules and regulations promulgated by the SEC thereunder
that are effective as of the date hereof.


 


Section
4.15         Transactions With Affiliates. As of the date of this Agreement,
and other than this Agreement, there are no transactions, Contracts, arrangements, commitments or understandings between (a) the
Company or any of its Subsidiaries and (b) any of the Company’s Affiliates that would be required to be disclosed by
the Company under Item 404 of Regulation S-K under the Securities Act that are not disclosed in the SEC Documents.


 


 




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Section
4.16         Absence of Litigation. Other than the Nasdaq Notices, there
is no Action pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, or any property
or asset of the Company or any of its Subsidiaries (or, to the knowledge of the Company, any director or officer of the Company
in such capacity as director or officer), by or before Nasdaq, any Governmental Entity or any self-regulatory organization or body
that, if adversely determined against the Company or its applicable Subsidiary, would be, or would reasonably be expected to be,
material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries nor any property
or asset of the Company or any of its Subsidiaries is subject to any continuing order of, consent decree, settlement agreement
or other similar written agreement with, or, to the knowledge of the Company, any continuing investigation by, any Governmental
Entity or any Order that is, or would reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole.


 


Section
4.17         Insurance. Each of the Company and its Subsidiaries maintains
insurance policies with reputable insurance carriers against all risks of a character and in such amounts as are usually insured
against by similarly situated companies in the same or similar businesses. Each such insurance policy is legal, valid, binding
and enforceable in accordance with its terms and, except for policies that have expired under their terms in the ordinary course,
is in full force and effect. Neither the Company nor any of its Subsidiaries is in breach or default (including any such breach
or default with respect to the payment of premiums or the giving of notice) under any such policy, and, to the knowledge of the
Company, no event has occurred which, with notice or the lapse of time or both, would constitute such a breach or default, or permit
termination or modification, under such policy, and no notice of cancellation or termination has been received with respect to
any such party.


 


Section
4.18         Employee Benefit Matters.


 


(a)          Plans
and Material Documents. With respect to each Company Plan, the Company has made available to Investor a true and complete copy
of the plan document as amended to the date hereof (or, in the case of any Company Plan that is unwritten, a description thereof),
together with, if applicable, (i) the most recent summary plan description for which such summary plan description is required
(including all amendments thereto through the date hereof), (ii) the most recent annual reports on Form 5500 required to be filed
with the United States Internal Revenue Service (“IRS”) with respect to each Company Plan (if any such report
was required), (iii) each trust agreement and insurance or group annuity contract relating to any Company Plan, and (iv) copies
of non-discrimination testing results for the three most recent plan years.


 


(b)          Plan
Compliance. Each Company Plan has been operated in all material respects in accordance with its terms and the requirements
of all applicable Laws. Each of the Company and its ERISA Affiliates, as applicable, has performed the obligations required to
be performed by it under, is not in any material respect in default under or in violation of, and, to the Company’s knowledge,
there is no material default or violation by any party to, any Company Plan. No Action is pending or, to the knowledge of the Company,
threatened with respect to any Company Plan (other than claims for benefits in the ordinary course of business) and, to the knowledge
of the Company, no fact or event exists that could give rise to any such action.


 




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(c)          Qualification
of Certain Plans. Each Company Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable
determination letter from the IRS with respect to the most recent applicable determination letter filing period or has timely applied
to the IRS for such a letter, and no event has occurred since the date of the most recent determination letter or application therefor
relating to any such Company Plan that would reasonably be expected to adversely affect the qualification of such Company Plan.


 


(d)          No
Title IV Plans. None of the Company Plans is subject to Title IV of ERISA or the minimum funding requirements of Section 412
of the Code or Section 302 of ERISA.


 


(e)          Effect
of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated
hereby shall: (i) result in the acceleration of the time of payment or vesting or creation of any rights of any current or
former employee, manager, director or consultant to compensation or benefits under any Company Plan or otherwise, (ii) result
in any payment becoming due, or increase the amount of any compensation due, to any current or former employee, manager, director
or consultant of the Company, or (iii) increase any benefits otherwise payable under any Company Plan.


 


(f)          Section
280G Payments. No Company Plan provides for any payment by the Company or any Subsidiary that would result in the payment of
any compensation or other payments that would not be deductible under the terms of Section 280G of the Code after giving effect
to the transactions contemplated hereby.


 


(g)          Section
409A. Each Company Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code
has been administered in all material respects, in both form and operation, with the provisions of Section 409A of the Code
and the treasury regulations and other generally applicable guidance published by the IRS thereunder. None of the Company or any
of its Subsidiaries has any liability or obligation to pay or reimburse any Taxes, related penalties, or interest that may be imposed
by Section 409A of the Code.


 


Section
4.19         Labor and Employment Matters.


 


(a)          Collective
Bargaining Agreements. There are no collective bargaining agreements that cover any of the Service Providers of the Company
and its Subsidiaries to which the Company or any of its Subsidiaries is a party, and to the knowledge of the Company, there are
no strikes, disputes, requests for representation, slowdowns or stoppages, organizational campaigns, petitions or other unionization
activities seeking recognition of a collective bargaining unit relating to any such Service Providers pending, or, to the Company’s
knowledge, threatened against or affecting the Company or any of its Subsidiaries. There are no unfair labor practice charges,
material grievances or material complaints pending against the Company or any of its Subsidiaries or, to the knowledge of the Company,
threatened against or affecting the Company or any of its Subsidiaries.


 


 




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(b)          Compliance
with Laws. The Company and its Subsidiaries are currently in compliance in all material respects with all Laws related to the
employment of labor, including those related to wages, hours, collective bargaining, terms and conditions of employment, discrimination
in employment and collective bargaining, equal opportunity, harassment, immigration, disability, workers’ compensation, unemployment
compensation, occupational health and safety and the collection and payment of withholding. The classification of each of their
employees as exempt or nonexempt has been made in all material respects in accordance with applicable Law. No liability for termination
notice or severance has been incurred with respect to any service providers of the Company or any of its Subsidiaries under the
Worker Adjustment and Retraining Notification Act as a result of an act or event occurring prior to the Closing.


 


Section
4.20         Real Property; Title. The Company and its Subsidiaries
do not own any real property. The SEC Documents include as exhibits thereto all Leases relating to the Leased Real Property. Except
as has not been, and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, the
Company or one of its Subsidiaries, as the case may be, has a valid leasehold interest in the Leased Real Property, free and clear
of all Encumbrances, except for Permitted Encumbrances. The Company and its Subsidiaries have good and marketable title to all
personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case, free and clear
of all Encumbrances, except such as do not materially affect the value of such property and do not interfere with the use made
and proposed to be made of such property by the Company and any of its Subsidiaries.


 


Section
4.21         Intellectual Property. Each registration and application
for registration with a Governmental Entity or Internet domain name registrar of Owned Intellectual Property (collectively, the
“Registered Intellectual Property”) is (i) valid, subsisting and enforceable, (ii) currently in compliance with
any and all formal legal requirements necessary to maintain the validity and enforceability thereof and record and perfect the
Company’s or any of its Subsidiaries’ interest therein, and (iii) not subject to any Action or Contract adversely affecting
the Company’s or any of its Subsidiaries’ use thereof or rights thereto, or that could impair the validity or enforceability
thereof.


 


(a)          The
Company or one of its Subsidiaries exclusively owns all right, title and interest in and to the Owned Intellectual Property, free
and clear of all Encumbrances (other than Permitted Encumbrances) and exclusive licenses, and the Company and its Subsidiaries
have a valid license to use all Licensed Intellectual Property in connection with the operation of the businesses of the Company
and its Subsidiaries, subject only to the terms of the Company IP Agreements. The Company Intellectual Property constitutes all
Intellectual Property necessary to conduct the businesses of the Company and its Subsidiaries as currently conducted and as proposed
to be conducted. There is no pending or threatened claim by any third party contesting or challenging (i) the validity or enforceability
of any Owned Intellectual Property, or (ii) the ownership or right to use by the Company or any of its Subsidiaries of any Company
Intellectual Property.


 


(b)          The
Company and its Subsidiaries have valid and enforceable licenses to use all Intellectual Property that is the subject of the Company
IP Agreements and any other Intellectual Property used in the businesses of the Company and its Subsidiaries as currently conducted
and as proposed to be conducted. Each Company IP Agreement is in full force and effect and is enforceable against the Company and,
to the knowledge of the Company, the other parties thereto. There does not exist under any Company IP Agreement any default or
condition or event that, after notice or lapse of time or both, would constitute a default on the part of the Company or any of
its Subsidiaries or, to the knowledge of the Company, on the part of any other party to such Company IP Agreement.


 


 




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(c)          The
Owned Intellectual Property and the operation of the businesses of the Company and its Subsidiaries as currently conducted, as
has been conducted during the past six (6) years and as proposed to be conducted do not infringe, violate or misappropriate any
Intellectual Property of any Person or constitute contributory infringement, inducement of infringement or unfair competition or
trade practices under the Law of any jurisdiction. There is no Action pending or, to the knowledge of the Company, threatened against
the Company or any of its Subsidiaries by any Person: (i) alleging that the Company, any of its Subsidiaries or the Owned Intellectual
Property infringes, misappropriates or otherwise violates the Intellectual Property rights of such Person, or (ii) challenging
the validity, enforceability, ownership, or right to use, sell, or license any Owned Intellectual Property. No Person is engaging
in any activity, or has engaged in any activity during the past six (6) years, that infringes, misappropriates or otherwise violates
or conflicts with any Owned Intellectual Property, and there is no Action pending or threatened by the Company or any of its Subsidiaries
against any Person alleging such Person is engaged in any such activity.


 


(d)          The
Company and each of its Subsidiaries have taken all reasonable measures to maintain the confidentiality of all confidential information
used or held for use in the operation of their businesses, including all confidential Company Intellectual Property. No confidential
information, trade secrets or other confidential Company Intellectual Property have been disclosed by the Company or any of its
Subsidiaries to, or discovered by, any Person except pursuant to appropriate non-disclosure or license agreements that (i) obligate
such Person to keep such confidential information, trade secrets or other confidential Company Intellectual Property confidential
both during and after the term of such agreement, and (ii) are valid, subsisting, in full force and effect and binding on the parties
thereto and with respect to which no party thereto is in default thereunder and no condition exists that with notice or the lapse
of time or both could constitute a default thereunder.


 


(e)          The
Company and its Subsidiaries have taken all reasonable steps to protect and maintain the Owned Intellectual Property. Without limiting
the foregoing, the Company and its Subsidiaries have and enforce policies requiring each employee, consultant and independent contractor
who creates or develops Intellectual Property for or on behalf of the Company and/or any of its Subsidiaries to execute a proprietary
rights assignment and confidentiality agreement substantially in the form provided to the Investor, and all current and former
employees, consultants and independent contractors of the Company and its Subsidiaries who have created or developed Intellectual
Property for or on behalf of the Company have executed such an agreement. No employee, consultant or independent contractor of
the Company or its Subsidiaries is in default or breach of any term of such agreement.


 


(f)          No
funding, facilities or resources of any Governmental Entity, intergovernmental organization, university, college, other educational
institution or research center was used in the development of the Owned Intellectual Property in a manner that has resulted in
any such Person having any claim of interest, ownership or license, or right to obtain ownership or license, to any such Owned
Intellectual Property.


 


 




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(g)          The
Company IT Assets are adequate for the operation of the businesses of the Company and its Subsidiaries and operate and perform
in accordance with their documentation and functional specifications. The Company IT Assets have not malfunctioned or failed within
the past six (6) years and do not contain any disabling codes or instructions, “time bombs,” “Trojan horses,”
“back doors,” “trap doors,” “worms,” viruses, bugs, faults or other software routines or hardware
components that (i) significantly disrupt or adversely affect the functionality of any Company IT Assets or other software or systems,
or (ii) enable or assist any Person to access without authorization any Company IT Assets. The Company and each of its Subsidiaries
have implemented reasonable backup, security and disaster recovery measures and technology consistent with industry practices and
no Person has gained unauthorized access to any Company IT Assets.


 


(h)          The
Company and its Subsidiaries are in compliance with all applicable Laws and internal policies pertaining to privacy and personally
identifiable information, sensitive personal information and any special categories of personal information regulated thereunder
or covered thereby (collectively, “Personal Information”). There is not and has not been any written complaint
to, or any audit, proceeding, investigation (including any formal or, to the knowledge of the Company, informal investigation)
or claim against, the Company or any of its Subsidiaries by any private party, data protection authority, any state attorney general
or similar state official or any other Governmental Entity, foreign or domestic, with respect to the collection, use, retention,
disclosure, transfer, storage, security, disposal or other processing of Personal Information.


 


Section
4.22         Environmental Laws. Except as would not reasonably be expected
to be material to the Company and its Subsidiaries, taken as a whole, (a) none of the Company nor any of its Subsidiaries
is in violation of or, since January 1, 2015, has violated, any Environmental Law, (b) none of the properties currently or
formerly owned, leased or operated by the Company or any current or former Subsidiary of the Company (including soils and surface
and ground waters) are contaminated with any Hazardous Substance, (c) none of the Company or any of its current or former
Subsidiaries is actually, potentially or allegedly liable for any off-site contamination by Hazardous Substances, (d) none
of the Company or any of its current or former Subsidiaries is actually, potentially or allegedly liable under any Environmental
Law (including pending or threatened liens, or with respect to exposure to Hazardous Substances), (e) each of the Company
and its Subsidiaries has all Environmental Permits, and (f) each of the Company and its Subsidiaries is and, since January
1, 2015, has been, in compliance with its Environmental Permits.


 


 




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Section
4.23         Material Contracts. Each “material contract”
(as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act) with respect to the Company or any
of its Subsidiaries that has been, or was required to be, filed with the SEC with the Company’s Annual Report on Form 10-K
for the year ended September 30, 2017 or any Company SEC Documents filed after the date of filing of such Form 10-K until
the date hereof (each a “Material Contract”) is a legal, valid and binding obligation of the Company or its
Subsidiaries party thereto and, to the Company’s knowledge, the other parties thereto, enforceable against the Company or
such Subsidiaries and, to the Company’s knowledge, the other parties thereto in accordance with its terms. Neither the Company
nor any of its Subsidiaries nor, to the Company’s knowledge, any other party thereto is in breach or violation of, or default
under, any Material Contract and no event has occurred or not occurred through the Company’s or any of its Subsidiaries’
action or inaction or, to the Company’s knowledge, the action or inaction of any third party, that with notice or lapse of
time or both would constitute a breach or violation of, or default under, any Material Contract, except as would not be, or would
not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole. The Company and its Subsidiaries
have not received any claim or notice of default, termination or cancellation under any Material Contract. The Company has furnished
or made available to Investor correct and complete copies of all Material Contracts, including any amendments, waivers or changes
thereto.


 


Section
4.24         Subsidiary Rights. The Company or one of its Subsidiaries,
as applicable, has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends
and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.


 


Section
4.25         Tax Status. Each of the Company and its Subsidiaries (a)
has filed all foreign, federal and state income and all other material tax returns, reports and declarations required to be filed
by any jurisdiction to which it is subject, except for any tax returns for which valid extensions have been filed and are still
in effect, (b) has paid all taxes and other governmental assessments and charges that are material in amount, due and owing and
shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (c) has
set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which
such returns, reports or declarations apply, other than as would be reasonably likely to be material to the Company and its Subsidiaries,
taken as a whole. There are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority of any
jurisdiction, and the Company and its Subsidiaries know of no basis for any such claim. The Company is not a foreign corporation
so as to qualify potentially as a passive foreign investment company, as defined in Section 1297 of the Code.


 


Section
4.26         Internal Accounting and Disclosure Controls. Each of the
Company and its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under
the Exchange Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles, including that (a) transactions
are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset
and liability accountability, (c) access to assets or incurrence of liabilities is permitted only in accordance with management’s
general or specific authorization and (d) the recorded accountability for assets and liabilities is compared with the existing
assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains
disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are effective in ensuring
that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including controls and
procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer
or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.
Since May 12, 2016, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant
or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over
financial reporting of the Company or any of its Subsidiaries.


 


 




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Section
4.27         Off Balance Sheet Arrangements. There is no transaction,
arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet
entity that is required to be disclosed by the Company in the SEC Documents and is not so disclosed or that otherwise would be
reasonably likely to be material to the Company and its Subsidiaries, taken as a whole.


 


Section
4.28         Special Committee Approvals. The Special Committee, by
resolutions duly adopted at a meeting duly called and held by such committee, unanimously: (a) determined that this Agreement,
the other Transaction Documents and the transactions contemplated hereby and thereby are fair to, and in the best interests of,
the Company and its stockholders and (b) adopted this Agreement and the other Transaction Documents and approved the transactions
contemplated hereby and thereby.


 


Section
4.29         Investment Company Status. The Company is not, and upon
consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment
company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter”
or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company
Act of 1940, as amended.


 


Section
4.30         Manipulation of Price. Neither the Company nor any of its
Subsidiaries has, and, to the knowledge of the Company, no Person acting on their behalf has, directly or indirectly, (a) taken
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company or any
of its Subsidiaries to facilitate the sale or resale of any of the Securities, (b) sold, bid for, purchased, or paid any compensation
for soliciting purchases of, any of the Securities, or (c) paid or agreed to pay to any Person any compensation for soliciting
another to purchase any other securities of the Company or any of its Subsidiaries.


 


Section
4.31         U.S. Real Property Holding Corporation. Neither the Company
nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by Investor, shall become, a U.S.
real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify
upon Investor’s request.


 


Section
4.32         Transfer Taxes. On each of the date hereof and the Closing
Date, all stock transfer or other taxes (other than income or similar taxes) that are required to be paid in connection with the
issuance, sale and transfer of the Securities to be sold to Investor hereunder at the Closing, will be, or will have been, fully
paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.


 


 




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Section
4.33         Shell Company Status. The Company is not, and has never
been, an issuer identified in, or subject to, Rule 144(i) promulgated under the Securities Act.


 


Section
4.34         Disclosure. There exists no material, non-public information
concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement
and the other Transaction Documents, as of the date of this Agreement that has been provided to Investor or its designees on the
Company Board.


 


Article
V


 


COVENANTS


 


Section
5.01         Conduct of Business.(a) The Company covenants and agrees
that, between the date of this Agreement and the Closing, except with the prior written consent of Investor, the businesses of
the Company and its Subsidiaries shall be conducted only in, and the Company and its Subsidiaries shall not take any action except
in, the ordinary course of business and in a manner consistent with past practice and the Company and each of its Subsidiaries
shall use their reasonable best efforts to (A) preserve substantially intact their existing assets, (B) preserve substantially
intact their business organization, (C) keep available the services of their current officers, employees and consultants,
(D) maintain and preserve intact their current relationships with their significant customers, suppliers, distributors, creditors
and other Persons with which the Company or any of its Subsidiaries has a significant business relationship, and (E) comply
in all material respects with applicable Law.


 


Section
5.02         Blue Sky. If applicable, the Company, on or before the
Closing shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to
qualify the Securities for sale to Investor at the Closing pursuant to this Agreement under applicable securities or state “Blue
Sky” laws (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to
Investor on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company
shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities
laws (including all applicable federal securities laws and all applicable state “Blue Sky” laws), and the Company shall
comply with all applicable federal, state and local Laws relating to the offering and sale of the Securities to Investor.


 


Section
5.03         Fees. Regardless of whether the transactions contemplated
by this Agreement and the other Transaction Documents are consummated, the Company shall pay and reimburse Investor for, and Investor
shall be entitled to, all reasonable and documented out-of-pocket fees and expenses incurred by Investor and its Affiliates in
connection with the negotiation, execution, diligence, evaluation and structuring of the transactions contemplated by this Agreement
and the other Transaction Documents (or relating thereto), including attorneys’, consultants’ and advisors’ fees
and any costs of recovering any such fees or expenses from the Company in a dispute or otherwise (any such fees and expenses, collectively,
the “Investor Expenses”). The Company shall be responsible for (a) the payment of any transfer agent fees and
fees of The Depository Trust & Clearing Corporation relating to or arising out of the transactions contemplated by the Transaction
Documents, and (b) any claim by any broker, finder or advisor purporting to be due a fee in connection herewith, and, in each case,
the Company shall indemnify Investor and its Affiliates for, and hold Investor and its Affiliates harmless against, any liability,
loss or expense (including reasonable attorneys’, consultants’ and advisors’ fees and out-of-pocket expenses
and any costs of recovering any such loss, liability or expense from the Company in a dispute or otherwise) arising in connection
with any such payment or claim.


 


 




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Section
5.04         Pledge of Securities. Notwithstanding anything to the contrary
contained in this Agreement, and without limiting any rights of Investor, the Company acknowledges and agrees that the Securities
may be pledged by Investor in connection with a bona fide margin agreement or other loan or financing arrangement that is secured
by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder,
and if Investor effects a pledge of Securities, Investor shall not be required to provide the Company with any notice thereof or
otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document. The Company hereby agrees
to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of
the Securities to such pledgee by Investor.


 


Section
5.05         Disclosure of Transactions and Other Material Information.
The Company shall (a) on or before 5:30 p.m., New York time, on the first Business Day after the date of this Agreement, issue
a press release describing all the material terms of the transactions contemplated by the Transaction Documents (the “Initial
Announcement”) and (b) file a Current Report on Form 8-K in the form required by the Exchange Act and attaching all the
material Transaction Documents, including this Agreement (the “8-K Filing”), with the SEC within the time required
by the Exchange Act. Investor shall have a reasonable opportunity to review and comment on the 8-K Filing prior to the filing thereof
and the Company shall include all comments reasonably requested by Investor. Investor and the Company shall agree to the Initial
Announcement to be issued following execution of this Agreement. Notwithstanding the foregoing, this Section 5.05 shall
not apply to any press release or other public statement made by the Company or Investor that is consistent with the Initial Announcement
and does not contain any information relating to the transactions contemplated by the Transaction Documents that has not been previously
announced or made public in accordance with the terms of this Agreement.


 


Section
5.06         Reservation of Shares. During the period commencing on
the date of this Agreement and ending on the date that no New Preferred remain outstanding, the Company shall take all actions
reasonably necessary (including increasing any such reserve, as necessary) to at all times have authorized, and reserved for the
purpose of issuance, no less than the maximum number of Conversion Shares issuable upon conversion of the New Preferred then outstanding
(determined without taking into account any limitations on the conversion of the New Preferred set forth in the Certificate of
Designation).


 


 




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Section
5.07         Listing of Conversion Shares; Nasdaq Notices. The Company
shall use its best efforts to (a) cause the Conversion Shares to be approved for listing on Nasdaq, subject to official notice
of issuance, and (b) remedy the matters identified in the Nasdaq Notices, including by engaging in discussions and cooperating
with Nasdaq to remedy such matters.


 


Section
5.08         Section 16 Matters. The Company shall take all such steps
as may be required to cause any acquisitions or dispositions of the Exchanged Securities resulting from the Exchange Transaction
by the Investor and its Affiliates who are subject to the reporting requirements of Section 16(a) of the Exchange Act with respect
to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.


 


Article
VI



CONDITIONS TO THE OBLIGATIONS OF THE COMPANY


 


Section
6.01         Conditions to the Obligations of the Company at the Closing.
The obligation of the Company hereunder to consummate the transactions contemplated by this Agreement to occur at the Closing is
subject to the satisfaction or written waiver (where permissible under applicable Law), at or prior to the Closing, of each of
the following conditions:


 


(a)          The
representations and warranties of Investor set forth in Article III shall be true and correct in all respects as of the
date hereof and as of the Closing Date as though made on and as of such date (except to the extent that such representations and
warranties speak only as of the date hereof or as of another date, in which case, only as of such date), except where the failure
of such representations and warranties of Investor to be so true and correct does not have, and would not reasonably be expected
to have, individually or in the aggregate, a material adverse effect on the ability of Investor to perform its obligations hereunder.


 


(b)          Investor
shall have performed or complied in all material respects with each of its covenants and agreements required by this Agreement
to be performed or complied with by it on or prior to the Closing.


 


(c)          The
Company shall have received a certificate signed on behalf of Investor by an executive officer certifying to the effect that the
conditions set forth in Sections 6.01(a) and (b) have been satisfied.


 


(d)          The
Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware in accordance with the DGCL.


 


Article
VII


 


CONDITIONS
TO THE OBLIGATIONS OF INVESTOR


 


Section
7.01         Conditions to the Obligations of Investor at the Closing.
The obligation of Investor hereunder to consummate the transactions contemplated by this Agreement to occur at the Closing is subject
to the satisfaction or written waiver (where permissible under applicable Law), at or prior to the Closing, of each of the following
conditions:


 


 




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(a)          The
representations and warranties of the Company set forth in Article IV shall be true and correct in all respects as of the
date hereof and as of the Closing Date as though made on and as of such date (except to the extent that such representations and
warranties speak only as of the date hereof or as of another date, in which case, only as of such date).


 


(b)          The
Company shall have performed or complied in all material respects with each of its covenants and agreements required by this Agreement
to be performed or complied with by it on or prior to the Closing.


 


(c)          Investor
shall have received a certificate signed on behalf of the Company by an executive officer certifying to the effect that the conditions
set forth in Sections 7.01(a) and (b) have been satisfied.


 


(d)          The
Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware in accordance with the DGCL.


 


Article
VIII


 


TERMINATION


 


Section
8.01         Termination. This Agreement may be terminated and the transactions
contemplated by this Agreement and the other Transaction Documents may be abandoned at any time prior to the Closing:


 


(a)          by
the mutual written consent of the Company and Investor;


 


(b)          by
Investor, if the Company, shall have breached any of its representations or warranties or failed to perform any of its covenants
or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition
set forth in Section 7.01(a) or Section 7.01(b) and (B) is incapable of being cured, or if capable of being cured,
shall not have been cured within thirty (30) calendar days following receipt by the Company of written notice of such breach or
failure to perform from Investor stating Investor’s intention to terminate this Agreement pursuant to this Section 8.01(b)
and the basis for such termination; provided that Investor shall not have the right to terminate this Agreement pursuant
to this Section 8.01(b) if Investor is then in material breach of any of its representations, warranties, covenants or agreements
hereunder;


 


(c)          by
Investor, if the Closing shall not have occurred on or prior to July 20, 2018; provided, however, that the right to terminate this
Agreement under this Section 8.01(c) shall not be available to Investor if Investor is then in material breach of any of
its representations, warranties, covenants or agreements hereunder; or


 


(d)          by
the Company, if Investor shall have breached any of its representations or warranties or failed to perform any of its covenants
or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition
set forth in Section 6.01(a) or Section 6.02(a) and (B) is incapable of being cured, or if capable of being cured,
shall not have been cured within thirty (30) calendar days following receipt by Investor of written notice of such breach or failure
to perform from the Company stating the Company’s intention to terminate this Agreement pursuant to this Section 8.01(c)
and the basis for such termination; provided that the Company shall not have the right to terminate this Agreement pursuant
to this Section 8.01(c) if the Company is then in material breach of any of its representations, warranties, covenants or
agreements hereunder.


 


 




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Section
8.02         Effect of Termination; Certain Fees and Expenses.


 


(a)          In
the event of the termination of this Agreement as provided in Section 8.01(a), (b), or (d), written notice
thereof shall be given to the other party, specifying the provision hereof pursuant to which such termination is made, and this
Agreement shall forthwith become null and void (other than this Section 8.02 and Article IX, which shall remain in
full force and effect and survive termination of this Agreement), and there shall be no liability or obligation on the part of
Investor or the Company or their respective directors, officers and Affiliates in connection with this Agreement; provided
that nothing herein shall relieve any party from liability for any losses or damages incurred or suffered by the other party as
a result of a breach of this Agreement prior to such termination or from fraud.


 


(b)          In
the event of the termination of this Agreement as provided in Section 8.01(c), the Transaction shall be terminated and abandoned
without any further action required by either the Investor or the Company, this Agreement shall forthwith become null and void
(other than this Section 8.02 and Article IX, which shall remain in full force and effect and survive termination
of this Agreement), the unconverted Exchanged Securities then held by Investor will remain issued and outstanding and governed
by the terms of the 2017 Purchase Agreement, and Investor shall be entitled to payment by the Company of a conversion premium equal
to $10 million (as liquidated damages) via wire transfer of immediately available funds to an account designated by the Investor
in writing; provided that nothing herein shall relieve any party from liability for any losses or damages incurred or suffered
by the other party as a result of a breach of this Agreement prior to such termination or from fraud.


 


 




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Article
IX


 


MISCELLANEOUS


 


Section
9.01         Governing Law; Jurisdiction; Waiver of Jury Trial. This
Agreement shall be governed by, and construed in accordance with, the 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 jurisdiction other than the State of New York. The parties hereto hereby irrevocably and unconditionally
consent to submit to the exclusive jurisdiction of the courts of the State of New York and the United States of America, in each
case located in the County of New York, for any Action seeking to enforce any provision of, or based on any matter arising out
of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates
or against any party or any of its Affiliates). Consistent with the preceding sentence, each of the parties hereto hereby (a) submits
to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought
by either party hereto, (b) agrees that service of process will be validly effected by sending notice in accordance with Section
9.06, (c) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, 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 Action is brought in an inconvenient forum, that the venue of the Action is improper, or that
this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courts, and
(d) agrees not to move to transfer any such Action to a court other than any of the above-named courts. EACH OF THE PARTIES HERETO
HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH
OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.01.


 


Section
9.02         Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission or other means of electronic transmission, such as by electronic mail in “pdf”
form) in counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed
to be an original but all of which taken together shall constitute one and the same agreement.


 


Section
9.03         Interpretation; Headings. When a reference is made in this
Agreement to an Exhibit, a Schedule or a Section, such reference shall be to an Exhibit, a Schedule or a Section of this Agreement
unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”,
“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words
“without limitation.” The words “hereof”, “hereto”, “hereby”, “herein”
and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in
the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not
mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural
forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as
from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to
its successors and permitted assigns. When calculating the period of time before which, within which or following which any act
is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be
excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business
Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references
to the lawful money of the United States of America. Each of the parties hereto has participated in the drafting and negotiation
of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is
drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of authorship of any of the provisions of this Agreement. References to “days” shall mean “calendar days”
unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general
provision, representation or warranty. It is the intent of the parties hereto that each representation, warranty, covenant, condition
and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative.
The phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice”
whether or not such words actually follow such phrase. Any reference in this Agreement to a date or time shall be deemed to be
such date or time in the City of New York, New York, U.S.A., unless otherwise specified.


 


 




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Section
9.04         Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of
this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions
contemplated by the Transaction Documents are not affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable
manner in order that such transactions be consummated as originally contemplated to the fullest extent possible.


 


Section
9.05         Entire Agreement; Amendments. This Agreement (including
the exhibits and schedules hereto and including the Investor Disclosure Schedule and the Company Disclosure Schedule) and the other
Transaction Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and
supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the
subject matter hereof and thereof, including that certain term sheet dated as of June 20, 2018. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties hereto.


 


Section
9.06         Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given
or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, or by email transmission
(upon confirmation of receipt and with a confirmatory copy sent by an internationally recognized overnight courier service) to
the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice
given in accordance with this Section 9.06):


 


 




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	 	(a)	If to the Company:
	 	 	 
	 	 	Oncobiologics, Inc.
	 	 	7 Clarke Drive
	 	 	Cranbury, New Jersey 08512
	 	 	Email:  LawrenceKenyon@OncoBiologics.com
	 	 	Attention:  Lawrence A. Kenyon
	 	 	 
	 	 	With a copy (which shall not constitute notice) to:
	 	 	 
	 	 	Cooley LLP
	 	 	1114 6th Avenue
	 	 	New York, New York 10110
	 	 	Email: ypierre@cooley.com
	 	 	Attention:  Yvan-Claude Pierre
	 	 	 
	 	(b)	If to Investor:
	 	 	 
	 	 	GMS Tenshi Holdings Pte. Limited
	 	 	36 Robinson Road
	 	 	#13-01
	 	 	City House
	 	 	Singapore 068877
	 	 	Email: info@gmsholdings.com
	 	 	Attention:  Executive Director
	 	 	 
	 	 	With a copy (which shall not constitute notice) to:
	 	 	 
	 	 	Shearman & Sterling LLP
	 	 	599 Lexington Avenue
	 	 	New York, NY 10022
	 	 	Email:  brien.wassner@shearman.com
	 	 	Attention:  Brien Wassner


 


Section
9.07         Assignment; No Third Party Beneficiaries. Neither this
Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto, in whole or in part
(whether pursuant to a merger, by operation of law or otherwise), without the prior written consent of the other party hereto,
except that Investor may assign all or any of its rights and obligations under this Agreement to any of its Affiliates; provided
that no such assignment shall relieve Investor of its obligations under this Agreement if such assignee does not perform such obligations.
Subject to the immediately preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable
by, the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied,
is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of
this Agreement.


 


 




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Section
9.08         Waiver. Any party hereto entitled to the benefits thereof
may, to the extent permitted by Law (a) extend the time for the performance of any of the obligations or other acts of the other
party hereto, (b) waive any inaccuracies in the representations and warranties contained herein, and (c) waive compliance with
any of the covenants, agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth
in an instrument in writing signed by the party or parties to be bound thereby. Notwithstanding the foregoing, no failure or delay
by a party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or future exercise of any other right hereunder.


 


Section
9.09         Survival. The representations, warranties, agreements and
covenants shall survive the Closing.


 


Section
9.10         Specific Performance. The parties hereto acknowledge and
agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. Each party agrees that, in the event of any breach or threatened breach by
the other party of any covenant or obligation contained in this Agreement, the non-breaching party shall be entitled (in addition
to any other remedy that may be available to it whether in law or equity, including monetary damages) to (a) an Order of specific
performance to enforce the observance and performance of such covenant or obligation, and (b) an injunction restraining such
breach or threatened breach. Each party further agrees that neither the other party nor any other Person shall be required to obtain,
furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this
Section 9.10, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of
any such bond or similar instrument.


 


[Signature Page Follows]


 


 




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IN WITNESS WHEREOF,
Investor and the Company have caused this Agreement to be executed as of the date first written above by their respective officers
thereunto duly authorized.


 


	 	ONCOBIOLOGICS, INC.
	 	 	 	 
	 	By:	/s/ Lawrence A. Kenyon
	 	 	Name:  	Lawrence A. Kenyon
	 	 	Title:  	Chief Financial Officer and Interim Chief Executive Officer


 


	 	GMS TENSHI HOLDINGS PTE. LIMITED
	 	 	 	 
	 	By:	/s/ Faisal G. Sukhtian
	 	 	Name:  	Faisal G. Sukhtian
	 	 	Title:  	Director


 


[Signature
Page to Exchange Agreement]


 




     


     


    







 


Exhibit A


 


See attached.