Exhibit 10.1


 


Execution Version


SECURITIES
PURCHASE AGREEMENT


 


THIS SECURITIES PURCHASE AGREEMENT (this
“Agreement”), dated as of March 11, 2015, by and among Champions Oncology, Inc., a Delaware corporation with
headquarters located at One University Plaza, Suite 307, Hackensack, NJ 07601 (the “Company”), and the investors
listed on the Schedule of Purchasers (the “Schedule of Purchasers”) as attached here to as Exhibit A
(individually, an “Investor” and collectively, the “Investors”).


 


BACKGROUND


 


A.           The
Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation
D (“Regulation D”) as promulgated by the U.S. Securities and Exchange Commission (the “SEC”)
under the Securities Act.


 


B.           Each
Investor, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in
this Agreement, that aggregate number of units (the “Units”) set forth next to each such Investor’s name
on the Schedule of Purchasers as attached here to as Exhibit A, each such Unit consisting of (i) one (1) share (each, a
“Share”) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”)
and (ii) one (1) warrant, in substantially the form attached hereto as Exhibit B (the “Warrants”), to
acquire fifty-five one-hundredths (0.55) of a share of Common Stock (the shares of Common Stock issuable upon exercise of or otherwise
pursuant to the Warrants issued to the Investors, collectively, the “Warrant Shares”), at a purchase price per
Unit of $0.40 (the “Per Unit Price”).


 


C.           The
Units, Shares, the Warrants and the Warrant Shares issued or issuable pursuant to this Agreement are collectively referred to herein
as the “Securities.”


 


NOW, THEREFORE, IN CONSIDERATION of the mutual
covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Company and the Investors agree as follows:


 


ARTICLE I


DEFINITIONS


 


1.1           Closing.
Subject to the terms and conditions of this Agreement, on the Closing Date, each Investor shall severally, and not jointly, purchase,
and the Company shall sell and issue to each Investor, that number of Units as calculated in accordance with Recital B of this
Agreement and in the respective amounts set forth on the Schedule of Purchasers as attached hereto as Exhibit A in exchange
for a payment by such Investor of the Per Unit Price multiplied by the number of Units set forth on such Schedule of Purchasers.
The date and time of the Closing shall be 9:30 a.m., New York City time, on the Closing Date, or such other date agreed to between
the Company and the holders of a majority in interest of the Shares. The Closing shall take place at the offices of the Company’s
Counsel or such other location agreed to between the Company and the holders of a majority in interest of the Shares.


 




    	 



    	 



    

 


1.2           Exercise
of Investor Put Right.


 


(a)          Subject
to adjustments pursuant to Section 1.2(b), if any, upon the occurrence of a Put Option Trigger Event, each Investor shall
have the right to elect to require the Company to acquire, severally and not jointly, from such Investor the Shares held by such
Investor (the “Put Shares”) for an amount equal to the number of Put Shares times the Per Share Price (the “Put
Right”). An Investor may exercise their Put Right by delivering written notice to the Company (the “Put Option
Exercise Notice”) within thirty (30) days of a Put Option Trigger Event (the “Put Option Exercise Deadline”),
which shall indicate (x) the total number of Put Shares to be acquired from the exercising Investor and (y) the Business Day on
which the closing of the purchase of the Put Shares subject to the Put Option Exercise Notice shall occur (the “Put Option
Closing”); provided, however, that the Put Option Closing shall occur at least five (5) Business Days following
the Put Option Exercise Deadline and no later than ninety (90) Business Days following the Put Option Exercise Deadline.


 


(b)          In
the event that the Company does not have sufficient Legally Available Cash (as defined below) to satisfy all of its put right obligations
in this Agreement and the Amended and Restated Prior Agreements, the Put Right for an Investor shall be limited to a number of
Put Shares (“Adjusted Put Shares”) equal to the following (rounded to the nearest whole number):


 


APS = [(X * [(A*Y) / ((A*Y)+(B*Z)+(C*W))]]
/ Y


 


APS = Adjusted Put Shares


 


X = Legally Available Cash


 


A = total number of Put Shares that
an Investor elects to have repurchased pursuant to such Investor’s Put Right in connection with the relevant Put Option Triggering
Event


 


B = total number of put shares that
2011 Investors elect to have repurchased pursuant to such investors’ put rights in the Amended and Restated 2011 Purchase
Agreement in connection with the relevant Put Option Triggering Event


 


C = total number of put shares that
2013 Investors elect to have repurchased pursuant to such investors’ put rights in the Amended and Restated 2013 Purchase
Agreement in connection with the relevant Put Option Triggering Event


 


Y = Per Share Price


 


Z = Per Share Price (as defined in
the 2011 Amended and Restated Purchase Agreement)


 


W = Per Share Price (as defined in
the 2013 Amended and Restated Purchase Agreement)


 




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“Legally Available Cash” means
the maximum of amount of cash that the Company is legally permitted (as determined by an opinion of counsel) to spend on the repurchase
of shares of Common Stock from the Investors, the 2011 Investors and/or the 2013 Investors, whether or not such maximum amount
of cash is then actually available to the Company.  If there are no legal restrictions on the repurchase of Common Stock held
by the Investors, the 2011 Investors and/or the 2013 Investors, then “Legally Available Cash” shall be deemed to be
in excess of the amount necessary to satisfy all of the Company’s put right obligations under this Agreement and the Amended
and Restated Prior Agreements, and as such this clause (b) shall not apply.


 


As set forth in Section 5.1(r) hereof, the 2011
Investors and the 2013 Investors shall be subject to the same limitations (the “Prior SPA Limitations”) on their
respective put rights as set forth in this Section 1.2(b), and the foregoing limitations set forth in this Section 1.2(b)
with respect to adjusting the Investors’ Put Shares shall only apply in the event all of the Prior SPA Limitations are not
otherwise waived or amended.


 


(c)          The
Put Right shall terminate for any Investor if one of the following events has occurred:


 


(i)          (A)
the daily VWAP  of the Common Stock is greater than or equal to three hundred and seventy-five percent (375%) of the Per
Share Price for any consecutive forty trading-day period (the “Measurement Period”) and (B) the daily volume
traded in Common Stock has averaged at least 250,000 shares during such Measurement Period, provided that such daily volume shall
be adjusted proportionately to account for any stock splits or reverse stock splits of the Common Stock;


 


(ii)         (A)
the Company completes an offering of its Common Stock registered under the Securities Act with gross proceeds to the Company of
at least fifteen million dollars ($15,000,000) at a price per share that equals or exceeds three hundred and seventy-five percent
(375%) of the Per Share Price and (B) the resale of the Shares held by the Investors at such time is registered on an effective
registration statement under the Securities Act;


 


(iii)        a
sale by one of the Investors of twenty-five percent (25%) of the Shares held by such Investor, provided, however, that a
sale by such Investor will only affect such Investor and will not affect the Put Right of any other Investor;


 


(iv)        NEA,
Battery and the Company consent in writing to terminate the Put Right, which such combined consent shall operate to terminate the
Put Right for all Investors under this Agreement, provided that if NEA’s Put Right has terminated, only Battery’s consent
shall be required for purposes of this Section 1.2(c)(iv), and if Battery’s Put Right has terminated, only NEA’s
consent shall be required for purposes of this Section 1.2(c)(iv);


 


(v)         if
NEA’s and Battery’s Put Right have both terminated (other than pursuant to a consent to termination pursuant to Section
1.2(c)(iv)), the Investors, other than NEA and Battery, holding a majority of all the Shares held by all such non-NEA and non-Battery
Investors and the Company consent in writing to terminate the Put Right; or


 


(vi)        subject
to Section 1.2(c)(iv), with respect to each Investor, if such Investor and the Company consent in writing to terminate such Investor’s
Put Right.


 




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(d)          Put
Option Closing. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company shall
purchase from each Investor subject to a Put Option Exercise Notice, severally, but not jointly, at the Put Option Closing, the
number of Put Shares to be purchased from such Investor in accordance with Section 1.2(a). Each Put Option Closing shall occur
at 10:00 a.m., New York City time, on the date specified in the Put Option Exercise Notice (or such later date as is mutually agreed
to by the Company and each Investor) after notification of satisfaction (or waiver) of the conditions to such Closing set forth
in Section 5 below at the offices of Company Counsel, or such other place as the Company and the affected Investor may agree. The
date on which any such Closing occurs is hereinafter referred to herein as a “Put Option Closing Date.”


 


1.3           Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated:


 


“Adjusted Put Shares” has
the meaning set forth in Section 1.2(b).


 


“Affiliate” means any Person
that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a
Person, as such terms are used in and construed under Rule 144 under the Securities Act.


 


“Agent” has the meaning set
forth in Section 3.1(q).


 


“Agreement” has the meaning
set forth in the Preamble.


 


“Amended and Restated Prior Agreements”
means the Amended and Restated 2011 Purchase Agreement and the Amended and Restated 2013 Purchase Agreement.


 


“Amended and Restated 2011 Purchase
Agreement” means the 2011 Purchase Agreement, as amended and restated on or prior to the Closing Date pursuant to Section
5.1(r) hereof.


 


“Amended and Restated 2013 Purchase
Agreement” means the 2013 Purchase Agreement, as amended and restated on or prior to the Closing Date pursuant to Section
5.1(r) hereof.


 


“Battery” means Battery Ventures
IX, L.P. together with Battery Investment Partners IX, LLC.


 


“Bloomberg” means Bloomberg
Financial Markets.


 


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


 


“Business Day” means any
day other than Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking
institutions in the City of New York are authorized or required by law or other governmental action to close.


 


“Certain Investors” mean
the Investors together with the investors that are a party to the Prior Securities Purchase Agreements.


 




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


 


“Closing” means the closing
of the purchase and sale of the Securities pursuant to Section 1.1.


 


“Closing Date” shall mean
the third Business Day following the execution of this Agreement, or such other time as shall be mutually agreed to by the Company
and each Investor, but in any event not prior to the date that the conditions for closing set forth below have been satisfied or
waived by the appropriate parties.


 


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


 


“Common Stock” has the meaning
set forth in the Preamble.


 


“Company” has the meaning
set forth in the Preamble.


 


“Company Counsel” means Epstein
Becker & Green, P.C., counsel to the Company.


 


“Company Party” has the meaning
set forth in Section 4.15.


 


“Contingent Obligation” has
the meaning set forth in Section 3.1(i).


 


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


 


“Disclosure Materials” has
the meaning set forth in Section 3.1(f).


 


“Disclosure Schedules” means
each of the following schedules to this Agreement: Schedule 3.1(h) (Capitalization; Debt Schedule), Schedule 3.1(k)
(Compliance), Schedule 3.1(o) (Registration Rights) and Schedule 3.1(p) (Fees).


 


“8-K Filing” has the meaning
set forth in Section 4.1(c).


 


“Environmental Laws” has
the meaning set forth in Section 3.1(v).


 


“Evaluation Date” has the
meaning set forth in Section 3.1(ff).


 


“Equity Incentive Plans”
has the meaning set forth in Schedule 3.1(h).


 


“Exchange” means the NYSE
or Nasdaq Global Market or, if listing on neither of these stock markets is available, on the NYSE MKT or Nasdaq Capital Market.


 


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


 




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“Exercise Price” has the
meaning set forth in the Warrants.


 


“FCPA” means the U.S. Foreign
Corrupt Practices Act of 1977, as amended.


 


“FDA” means U.S. Food and
Drug Administration.


 


“FINRA” means Financial Industry
Regulatory Authority.


 


“409A Plan” has the meaning
set forth in Section 3.1(h).


 


“GAAP” means United States
generally accepted accounting principles applied on a consistent basis during the periods involved.


 


“Governmental Authority”
means any nation or government, any state, provincial or political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government, including without limitation any stock exchange,
securities market or self-regulatory organization.


 


“Governmental Requirement”
means any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, license or other directive
or requirement of any federal, state, county, municipal, parish, provincial or other Governmental Authority or any department,
commission, board, court, agency or any other instrumentality of any of them.


 


“Hazardous Materials” has
the meaning set forth in Section 3.1(v).


 


“Indebtedness” has the meaning
set forth in Section 3.1(i).


 


“Insolvent” has the meaning
set forth in Section 3.1(hh).


 


“Intellectual Property” means
any U.S. or foreign patents, patent rights, patent applications, trademarks, trade names, service marks, brand names, logos and
other trade designations (including unregistered names and marks), trademark and service mark registrations and applications, copyrights
and copyright registrations and applications, inventions, invention disclosures, protected formulae, formulations, processes, methods,
trade secrets, computer software, computer programs and source codes, manufacturing research and similar technical information,
engineering know-how, customer and supplier information, assembly and test data drawings or royalty rights.


 


“Investment Company Act”
means the Investment Company Act of 1940, as amended.


 


“Investor” has the meaning
set forth in the Preamble.


 


“Investor Party” has the
meaning set forth in Section 4.14.


 


“Key Employee” has the meaning
set forth in Section 3.1(m).


 


“Legally Available Cash”
has the meaning set forth in Section 1.2(b).


 




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“Lien” means, with respect
to any Property, any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, tax lien, financing statement,
pledge, charge, or other lien, charge, easement, encumbrance, preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever on or with respect to such Property (including, without limitation, any conditional
sale or other title retention agreement having substantially the same economic effect as any of the foregoing.


 


“Losses” means any and all
losses, claims, damages, liabilities, settlement costs and expenses, including, without limitation, reasonable attorneys’
fees.


 


“Material Adverse Effect”
means an effect that is material and adverse to (i) the Business, (ii) the ability of the Company to perform its obligations under
this Agreement or the other Transaction Documents (as defined below) or (iii) the rights and benefits to which an Investor is entitled
under this Agreement and the other Transaction Documents.


 


“Material Contracts” means,
as to the Company, any agreement required pursuant to Item 601 of Regulation S-B or Item 601 of Regulation S-K, as applicable,
promulgated under the Securities Act to be filed as an exhibit to any report, schedule, registration statement or definitive proxy
statement filed or required to be filed by the Company with the SEC under the Exchange Act or any rule or regulation promulgated
thereunder, and any and all amendments, modifications, supplements, renewals or restatements thereof.


 


“Material Permits” has the
meaning set forth in Section 3.1(z).


 


“Measurement Period” shall
have the meaning set forth in Section 1.2(c)(i).


 


“NEA” means New Enterprise
Associates 14, Limited Partnership


 


“OFAC” means the Office of
Foreign Assets Control of the U.S. Treasury Department.


 


“Options” means any outstanding
rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.


 


“OTCBB” has the meaning set
forth in Section 3.1(aa).


 


“Outside Date” means the
thirtieth day following the date of this Agreement.


 


“PAR” means PAR Investment
Partners, L.P., a Delaware Limited Partnership.


 


“Per Share Price” shall mean
the Per Unit Price, as adjusted for any dividend, stock split, reverse stock split, split-up or other distribution on shares of
Common Stock.


 


“Per Unit Price” shall have
the meaning set forth in the preamble.


 


“Person” has the meaning
set forth in Section 3.1(i).


 


“Pre-Notice” has the meaning
set forth in Section 4.3(a).


 


“Presentations” has the meaning
set forth in Section 3.1(mm).


 




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“Principal Trading Market”
means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the date of this
Agreement and the Closing Date, shall be the Over-the-Counter Bulletin Board.


 


“Prior Securities Purchase Agreements”
means, each and jointly, the 2011 Purchase Agreement and the 2013 Purchase Agreement.


 


“Prior SPA Limitations” has
the meaning set forth in Section 1.2(b).


 


“Prior Warrants” means, each
and jointly, the warrants issued in connection with the Prior Securities Purchase Agreements.


 


“Pro Rata Share” means, with
respect to an Investor, the ratio determined by dividing (i) the number of Units purchased hereunder by such Investor by (ii) the
aggregate number of Units purchased hereunder by all of the Investors.


 


“Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, a partial proceeding, such as a deposition), whether commenced
or threatened in writing.


 


“Projections” has the meaning
set forth in Section 3.1(rr).


 


“Property” means property
and/or assets of all kinds, whether real, personal or mixed, tangible or intangible (including, without limitation, all rights
relating thereto).


 


“Purchase Price” shall have
the meaning set forth in Section 5.2(c)(i).


 


“Put Option Closing” shall
have the meaning set forth in Section 1.2(a).


 


“Put Option Closing Date”
shall have the meaning set forth in Section 1.2(d).


 


“Put Option Exercise Notice”
shall have the meaning set forth in Section 1.2(a).


 


“Put Option Trigger Event”
shall mean the occurrence of any of the following events: (i) any Change of Control of the Company, or (ii) the sale or exclusive
license of substantially all of the Company’s assets, or similar transaction, involving all or substantially all of the Company’s
assets.


 


“Put Right” shall have the
meaning set forth in Section 1.2(a).


 


“Put Shares” shall have the
meaning set forth in Section 1.2(a).


 


“Registrable Securities”
has the meaning specified in the 2015 Amended and Restated Registration Rights Agreement.


 


“Regulation D” has the meaning
set forth in the Preamble.


 


“Reserved Amount” has the
meaning set forth in Section 4.7(a).


 




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“Rule 144” and “Rule
424” means Rule 144 and Rule 424, respectively, promulgated by the SEC pursuant to the Securities
Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially
the same effect as such Rule.


 


“SEC” has the meaning set
forth in the Preamble.


 


“SEC Reports” has the meaning
set forth in Section 3.1(f).


 


“Securities” has the meaning
set forth in the Preamble.


 


“Securities Act” has the
meaning set forth in the Preamble.


 


“Shares” has the meaning
set forth in the Preamble.


 


“Stockholder Consent”
has the meaning set forth in Section 5.1(t).


 


“Subsequent Financing”
means any planned issuance by the Company or any of its Subsidiaries of Common Stock, common stock equivalents, indebtedness or
a combination of units thereof for cash consideration, except for public offerings of Common Stock or other securities of the Company
that are registered under the Securities Act.


 


“Subsequent Financing Share”
means a fraction, the numerator of which is the number of Shares purchased by such Investor pursuant to this Agreement held by
such Investor on the date of a Pre-Notice (as defined in Section 4.3(a)), and the denominator of which is the total number of Shares
issued to all Investors pursuant to the terms of this Agreement outstanding on the date of such Pre-Notice.


 


“Subsidiaries” or “Subsidiary”
means the direct or indirect subsidiaries of the Company.


 


“Threshold Amount” means,
with respect to each Investor, such Investor (i) has sold greater than or equal to twenty-five percent (25%) of the Shares it purchases
on the Closing Date or (ii) owns less than 10% of the Company’s outstanding Common Stock.


 


“Trading Day” means (i) a
day on which the Common Stock is traded on a Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock is
not listed or quoted on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded in the
over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not listed or quoted on any Trading
Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the Pink Sheets LLC (or any similar
organization or agency succeeding to its functions of reporting prices); provided, that if the Common Stock is not listed
or quoted as set forth in (i), (ii) or (iii) hereof, then Trading Day shall mean a Business Day.


 


“Trading Market” on any date
means the Over-the-Counter Bulletin Board or whichever of the New York Stock Exchange, the American Stock Exchange, the NASDAQ
Global Select Market, NASDAQ Capital Market or the NASDAQ Global Market on which the Common Stock is listed or quoted for trading
on the date in question.


 




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“Transaction Documents” means
this Agreement, the schedules and exhibits attached hereto, the Warrants, the Transfer Agent Instructions, the 2015 Amended and
Restated Registration Rights Agreement and any confidentiality agreement entered into between the Company and any Investor.


 


“Transfer Agent” means Mountain
Share Transfer, LLC, located at P.O. Box 191767, Atlanta, GA 31119, or any successor transfer agent for the Company.


 


“Transfer Agent Instructions”
means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in the form of Exhibit F, executed by the
Company and delivered to and acknowledged in writing by the Transfer Agent.


 


“2011 Investors” means collectively,
the several investors party to the 2011 Purchase Agreement.


 


“2013 Investors” means collectively,
the several investors party to the 2013 Purchase Agreement.


 


“2011 Purchase Agreement”
means the Securities Purchase Agreement between the Company and certain investors dated March 24, 2011.


 


“2013 Purchase Agreement”
means the Securities Purchase Agreement between the Company and certain investors dated January 28, 2013.


 


“2013 Threshold Amount” means,
with respect to each investor to the 2013 Purchase Agreement, such investor (i) has sold greater than or equal to twenty-five percent
(25%) of the Shares it purchases on the closing date of the 2013 Purchase Agreement or (ii) owns less than 10% of the Company’s
outstanding Common Stock.


 


“2015 Amended and Restated Registration
Rights Agreement” means the 2015 Amended and Restated Registration Rights Agreement attached hereto as Exhibit C.


 


“Units” has the meaning set
forth in the Preamble.


 


“VWAP” means, for any date,
the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a
stock exchange, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the
stock exchange on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) the volume weighted average price of the Common Stock for such
date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading
on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink
OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price
per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined
by an independent appraiser selected in good faith by the Investors of a majority in interest of the Shares then outstanding and
reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 




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“Warrants” has the meaning
set forth in the Preamble.


 


“Warrant Share Deficiency”
has the meaning set forth in Section 4.7(a).


 


“Warrant Shares” has the
meaning set forth in the Preamble.


 


ARTICLE II

REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR


 


2.1           Representations
and Warranties of the Investors. Each Investor hereby, as to itself only and for no other Investor, represents and warrants
to the Company as follows:


 


(a)          Authorization;
Enforceability. Such Investor (if an entity) is duly and validly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation or organization as set forth below such Investor’s name on the signature page
hereof with the requisite power and authority to purchase the Shares and Warrant to be purchased by it hereunder and to execute
and deliver this Agreement and the other Transaction Documents to which it is a party. This Agreement constitutes, and upon execution
and delivery thereof, each other Transaction Document to which such Investor is a party will constitute, such Investor’s
valid and legally binding obligation, enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement
of creditors’ rights generally and (ii) general principles of equity.


 


(b)          Accredited
Investor. Such Investor (i) is an “accredited investor” as that term is defined in Rule 501 of Regulation D and
(ii) is acquiring the Securities in the ordinary course of its business, solely for its own account, and not with a view to the
public resale or distribution of all or any part thereof, except pursuant to sales that are registered under the Securities Act
or are exempt from the registration requirements of, the Securities Act and does not have any agreement or understanding with any
person to distribute any of the Securities; provided, however, that, in making such representation, such Investor does not
agree to hold the Securities for any minimum or specific term and reserves the right to sell, transfer or otherwise dispose of
the Securities at any time in accordance with the provisions of this Agreement and with Federal and state securities laws applicable
to such sale, transfer or disposition.


 


(c)          Information.
The Company has, prior to the Execution Date, provided such Investor with information regarding the business, operations and financial
condition of the Company and has, prior to the Execution Date, granted to such Investor the opportunity to ask questions of and
receive satisfactory answers from representatives of the Company, its officers, directors, employees and agents concerning the
Company and materials relating to the terms and conditions of the purchase and sale of the Securities hereunder, as such Investor
deems relevant in making an informed decision with respect to its investment in the Securities. Such Investor, either alone or
together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to
be capable of evaluating the risks of the proposed investment in the Securities, and has so evaluated the merits and risks of such
investment. Such Investor is able to bear the economic risk of an investment in the Securities and, at the present time, is able
to afford a complete loss of such investment. Neither such information nor any other investigation conducted by such Investor or
any of its representatives shall modify, amend or otherwise affect such Investor’s right to rely on the Company’s representations
and warranties contained in this Agreement.


 




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(d)          General
Solicitation. Such Investor is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media, broadcast over television or radio, disseminated
over the Internet or presented at any seminar or any other general solicitation or general advertisement.


 


(e)          Limitations
on Disposition. Such Investor acknowledges that, except as provided in the Amended and Restated Registration Rights Agreement,
the Securities have not been and are not being registered under the Securities Act and may not be transferred or resold without
registration under the Securities Act or unless pursuant to an exemption therefrom.


 


(f)          Legend.
Such Investor understands that the certificates representing the Securities may, if required under applicable securities laws,
bear at issuance a restrictive legend in substantially the following form:


 


“The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or the securities laws of any state, and may not be offered, transferred, pledged, hypothecated, sold or otherwise
disposed of unless a registration statement under the Securities Act and applicable state securities laws shall have become effective
with regard thereto, or an exemption from registration under the Securities Act and applicable state securities laws is available
in connection with such offer or sale.”


 


Such legend may be removed in accordance with
the provisions of Section 4.10 hereof.


 


(g)          Reliance
on Exemptions. Such Investor understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of U.S. federal and state securities laws and that the Company is relying upon the truth and
accuracy of the representations and warranties of such Investor set forth in this Section 2 in order to determine the availability
of such exemptions and the eligibility of such Investor to acquire the Securities.


 


(h)          Non-Affiliate
Status; Common Stock Ownership. Other than Battery, Joel Ackerman and Ronnie Morris, such Investor is not an Affiliate of the
Company or of any other Investor and is not acting in association or concert with any other Person in regard to its purchase of
the Securities or otherwise in respect of the Company. Except for the Investors identified in the sentence above, such Investor’s
investment in the Securities is not for the purpose of acquiring, directly or indirectly, control of, and it has no intent to acquire
or exercise control of, the Company or to influence the decisions or policies of the Board of Directors.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES
OF THE COMAPNY


 


3.1           Representations
and Warranties of the Company. The Company hereby represents and warrants to each of the Investors (which representations and
warranties shall be deemed to apply, where appropriate, to any Subsidiary of the Company) that, except as expressly set forth on
the Disclosure Schedules to this Agreement, as of the Execution Date and as of the Closing Date:


 




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(a)          Organization
and Qualification. The Company and each Subsidiary is an entity duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation, with the requisite legal authority to own and use its properties and assets
and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation of any of the provisions
of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. The Company and
each Subsidiary is duly qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction
in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure
to be so qualified or in good standing, as the case may be, would not, individually or in the aggregate, have or reasonably be
expected to result in a Material Adverse Effect.


 


(b)          Subsidiaries.
The Company owns or controls, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary
free and clear of any Lien, and all issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary
are validly issued and are fully paid, non-assessable and free of preemptive and similar rights. The Company or its Subsidiaries
have 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.


 


(c)          Authorization;
Consents. The Company has the requisite corporate authority to enter into and to consummate the transactions contemplated by
each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery by the Company of each of the Transaction Documents to which it is a party and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the
Company and no further consent or action is required by the Company, its Board of Directors, its stockholders, any Governmental
Authority or organization (except as may be required under the 2015 Amended and Restated Registration Rights Agreement and as required
under federal and state securities laws), or any other person or entity is required (pursuant to any rule of FINRA or otherwise).


 


(d)          Due
Execution; Enforceability. This Agreement and each of the Transaction Documents to which it is a party has been (or upon delivery
will be) duly executed by the Company and constitutes and, upon the execution and delivery thereof by the Company, this Agreement
and each other Transaction Document will constitute the valid and legally binding obligation of the Company, enforceable against
it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization
or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and
(ii) general principles of equity.


 




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(e)          Government
Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration, or filing
with, any federal, state or local governmental authority on the part of the Company is required in connection with the offer, sale
or issuance of any of the Securities or the consummation of any other transaction contemplated hereby, except for the following:
(i) the filing of a Form D under Rule 506 of the Securities Act, which shall be filed by the Company promptly following the Closing;
and (ii) the compliance with applicable state securities laws, which compliance will have occurred within the appropriate time
periods therefor. Assuming that the representations of the Investors set forth in Section 2.1 above are true and correct, the offer,
sale and issuance of the Securities in conformity with the terms of this Agreement shall be exempt from the registration requirements
of Section 5 of the Securities Act and neither the Company nor any authorized agent acting on its behalf will take any action hereafter
that would cause the loss of such exemptions.


 


(f)          SEC
Reports; Financial Statements. The Company has filed all reports required to be filed by it under the Exchange Act, including
pursuant to Section 13(a) or 15(d) thereof, for the twelve (12) months preceding the date hereof on a timely basis or has received
a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has
filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for
the two (2) years preceding the date hereof. Such reports required to be filed by the Company under the Exchange Act during the
two (2) years preceding the date of this Agreement, including pursuant to Section 13(a) or 15(d) thereof, together with any materials
filed or furnished by the Company under the Exchange Act during the two (2) years preceding the date of this Agreement, whether
or not any such reports were required being collectively referred to herein as the “SEC Reports” and, together
with this Agreement and the Disclosure Schedules, the “Disclosure Materials.” The Company is not aware of any
event occurring or expected to occur on or prior to the Closing Date (other than the transactions effected hereby and quarterly
releases of financial results) that would require the filing of, or with respect to which the Company intends to file, a Form 8-K
after the Closing. As of their respective dates (or, if amended or superseded by a filing prior to the Closing Date, then on the
date of such filing), the SEC Reports filed by the Company complied in all material respects with the requirements of the Securities
Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed
(or, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing) by the Company, 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. All documents required
to be filed as exhibits to the SEC Reports have been filed as required. Except as set forth in the Disclosure Materials, the Company
has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business which, under GAAP,
are not required to be reflected in the financial statements included in the Disclosure Materials and which, individually or in
the aggregate, are not material to the business or financial condition of the Company. The financial statements of the Company
included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations
of the SEC with respect thereto as in effect at the time of filing (or, if amended or superseded by a filing prior to the Closing
Date, then on the date of such filing). Such financial statements have been prepared in accordance with GAAP, except as may be
otherwise specified in such financial statements, the notes thereto and except that unaudited financial statements may not contain
all footnotes required by GAAP or may be condensed or summary statements, and fairly present the consolidated financial position
of the Company and its Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods
then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. All Material Agreements to which
the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included
as part of or identified in the SEC Reports, to the extent such agreements are required to be included or identified pursuant to
the rules and regulations of the SEC.


 




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(g)          Off
Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company (or any Subsidiary)
and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in the SEC Reports and
is not so disclosed and would have or reasonably be expected to result in a Material Adverse Effect.


 


(h)          Capitalization;
Debt Schedule. The capitalization of the Company as of the date hereof, including its authorized capital stock, the number
of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s stock
option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Warrants)
exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved
for issuance upon exercise of the Warrants, is set forth on Schedule 3.1(h) hereto. All issued and outstanding shares of
capital stock of the Company have been, or upon issuance will be, validly issued, fully paid and non-assessable. No shares of the
capital stock of the Company were issued in violation of preemptive rights or any other similar rights of security holders of the
Company or any Liens created by or through the Company. Except as disclosed on Schedule 3.1(h) or as contemplated herein,
there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable
for, any shares of capital stock of the Company, or arrangements by which the Company is or may become (as a result of the transactions
contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company
(whether pursuant to anti-dilution, “reset” or other similar provisions). Except as set forth on Schedule 3.1(h),
the issuance and sale of the Securities will not result in a right of any holder of outstanding securities of the Company to adjust
the exercise, conversion, exchange or reset price under any outstanding securities. None of the 2011 Investors or 2013 Investors
(other than parties to this Agreement) have any preemptive or participation rights pursuant to the Amended and Restated Prior Agreements,
and no such rights are applicable to the transactions contemplated by this Agreement. Immediately following the Closing, the Company
shall have issued and sold to NEA at least a majority of the Securities the Company is permitted to issue under this Agreement.
The Company believes in good faith that any “nonqualified deferred compensation plan” (as such term is defined under
Section 409A(d)(1) of the Code and the guidance thereunder) under which the Company makes, is obligated to make or promises
to make, payments (each, a “409A Plan”) complies in all material respects,
in both form and operation, with the requirements of Section 409A of the Code and the guidance thereunder. To the knowledge of  the
Company, no payment to be made under any 409A Plan is, or will be, subject to the penalties of Section 409A(a)(1) of the Code.


 




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(i)          Indebtedness.
Except as disclosed in the SEC Reports, as of the date hereof, neither the Company nor any Subsidiary: (i) has any outstanding
Indebtedness (as defined below); (ii) is in violation of any term of or is in default under any contract, agreement or instrument
relating to any Indebtedness, and (iii) is a party to any contract, agreement or instrument relating to any Indebtedness. For purposes
of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed
money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade
payables entered into in the ordinary course of business), (C) all reimbursement or payment obligations with respect to letters
of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments,
including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness
created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with
respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller
or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations
under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby,
is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge,
security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any
Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness,
and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A)
through (G) above; (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent
or otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary
purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee
of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with,
or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; and (z) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
a government or any department or agency thereof and any other legal entity.  


 


(j)          Securities;
Stockholder Consents. The Securities (including the Warrant Shares) shall be duly authorized and, when issued and paid for
in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and
clear of all Liens and will not be subject to preemptive or similar rights of stockholders (other than those imposed by the Investors).
The Company has received the Stockholder Consent, which provides sufficient authorization as required under the Delaware General
Corporation Law necessary for the Company to amend its certificate of incorporation to increase the Company’s authorized
number of shares of Common Stock to an amount sufficient for the Company to satisfy its obligations with respect to securities
that it has issued and will issue pursuant to this Agreement, including one hundred percent (100%) of the Warrant Shares, and such
Stockholder Consent is irrevocable and legally binding in accordance with the terms thereof.


 




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(k)          Compliance.
Except as set forth in Schedule 3.1(k), the Company is not in violation of any provisions of its charter, bylaws or any
other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute
a default) under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound,
or in violation of any provision of any Governmental Requirement applicable to it, except for any violation or default under any
such instrument or contract or any violation of any provision of a Governmental Requirement that, in either such case, has not
had or would not reasonably be expected to have a Material Adverse Effect. The (i) execution, delivery and performance of this
Agreement and the other Transaction Documents, and (ii) consummation of the transactions contemplated hereby and thereby (including
without limitation, the issuance of the Shares and the Warrants and the reservation for issuance and issuance of the Warrant Shares)
will not result in any violation of any provisions of the Company’s charter, Bylaws or any other governing document or in
a default under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound,
or in violation of any provision of any Governmental Requirement applicable to the Company or be in conflict with or constitute,
with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or
an event which results in the creation of any Lien upon any assets of the Company.


 


(l)          No
Conflicts. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the
consummation by it of the transactions contemplated hereby and thereby do not, and will not, (i) conflict with or violate any provision
of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter
documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time
or both) of, any Material Agreement (including any of the Prior Securities Purchase Agreements), or any agreement, credit facility,
debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or
any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or any Subsidiary is subject or by which any property or asset of the Company or any Subsidiary
are bound or affected, except to the extent that such violation would not reasonably be expected to have a Material Adverse Effect.


 


(m)          Financial
Condition; Taxes; Litigation.


 


(i)          Since
November 30, 2014, except as disclosed in the SEC Reports, (i) there has been no event, occurrence or development that, individually
or in the aggregate, has had or that would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has
not incurred any material liabilities other than (A) trade payables and accrued expenses incurred in the ordinary course of business
consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant
to GAAP or required to be disclosed in filings made with the SEC, (iii) the Company has not altered its method of accounting or
changed its auditors, except as disclosed in its SEC Reports, (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders, in their capacities as such, or purchased, redeemed or made any agreements to purchase
or redeem any shares of its capital stock, except for the repurchase of shares of Common Stock from employees, consultants or service
providers in connection with the termination of services pursuant to agreements with the Company providing for such repurchase
right, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to Company
stock-based plans in existence as of the date of this Agreement.


 




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(ii)         The
Company has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it and
there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year. There are no federal,
state, county, local or foreign taxes due and payable by the Company which have not been timely paid. There are no accrued and
unpaid federal, state, country, local or foreign taxes of the Company which are due, whether or not assessed or disputed. There
have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental
agency.


 


(iii)        Except
as disclosed in the SEC Reports, there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending
or to the Company’s knowledge, currently threatened (i) against the Company or any director, executive officer (as defined
in Rule 501(f) of the Securities Act) (each, a “Key Employee”) or any other officer of the Company arising out
of their employment or board relationship with the Company; (ii) to the Company’s knowledge, that questions the validity
of the Transaction Documents or the right of the Company to enter into them, or to consummate the transactions contemplated by
the Transaction Documents; (iii) to the Company’s knowledge, that would reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect; or (iv) which the Company intends to initiate. Neither the Company nor, to the
Company’s knowledge, any of its officers, directors or Key Employees is a party or is named as subject to the provisions
of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers,
directors or Key Employees, such as would affect the Company). The foregoing includes, without limitation, actions, suits, proceedings
or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment
of any of the Company’s employees, their services provided in connection with the Company’s business, any information
or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.


 


(n)          Intellectual
Property.


 


(i)          The
Company owns, free and clear of claims or rights or any other Person, with full right to use, sell, license, sublicense, dispose
of, and bring actions for infringement of, or, to the knowledge of the Company, has acquired licenses or other rights to use, all
Intellectual Property necessary for the conduct of its business as presently conducted (other than with respect to software which
is generally commercially available and not used or incorporated into the Company’s products and open source software which
may be subject to one or more “general public” licenses). All works that are used or incorporated into the Company’s
services, products or services or products actively under development and which is proprietary to the Company was developed by
or for the Company by the current or former employees, consultants or independent contractors of the Company or its predecessors
in interest or purchased or licensed by the Company or its predecessors in interest.


 




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(ii)         The
business of the Company as presently conducted and the production, marketing, licensing, use and servicing of any products or services
of the Company do not, to the knowledge of the Company, infringe or conflict with any patent, trademark, copyright, or trade secret
rights of any third parties or any other Intellectual Property of any third parties in any material respect. The Company has not
received written notice from any third party asserting that any Intellectual Property owned or licensed by the Company, or which
the Company otherwise has the right to use, is invalid or unenforceable by the Company and, to the Company’s knowledge, there
is no valid basis for any such claim (whether or not pending or threatened).


 


(iii)        No
claim is pending or, to the Company’s knowledge, threatened against the Company nor has the Company received any written
notice or other written claim from any Person asserting that any of the Company’s present or contemplated activities infringe
or may infringe in any material respect any Intellectual Property of such Person and the Company is not aware of any infringement
by any other Person of any material rights of the Company under any Intellectual Property Rights.


 


(iv)        All
licenses or other agreements under which the Company is granted Intellectual Property (excluding licenses to use software utilized
in the Company’s internal operations and which is generally commercially available) are in full force and effect and, to
the Company’s knowledge, there is no material default by any party thereto. The Company has no reason to believe that the
licensors under such licenses and other agreements do not have and did not have all requisite power and authority to grant the
rights to the Intellectual Property purported to be granted thereby.


 


(v)         All
licenses or other agreements under which the Company has granted rights to Intellectual Property to others (including all end-user
agreements) since January 1, 2009, are in full force and effect, unless otherwise terminated in accordance with the terms of such
licenses or arrangements, there has been no material default by the Company thereunder and, to the Company’s knowledge, there
is no material default by any other party thereto.


 


(vi)        The
Company has taken all steps required in accordance with commercially reasonable business practice to establish and preserve its
ownership in its owned Intellectual Property and to keep confidential all material technical information developed by or belonging
to the Company which has not been patented or copyrighted. The Company is not making any material unlawful use of any Intellectual
Property of any other Person, including, without limitation, any former employer of any past or present employees of the Company.
To the Company’s knowledge, neither the Company nor any of its employees has any agreements or arrangements with former employers
of such employees relating to any Intellectual Property of such employers, which materially interfere or conflict with the performance
of such employee’s duties for the Company or result in any former employers of such employees having any rights in, or claims
on, the Company’s Intellectual Property. Each current employee of the Company and each former employee of the Company who
was hired after January 1, 2011 has executed agreements regarding confidentiality, proprietary information and assignment of inventions
and copyrights to the Company, each independent contractor or consultant of the Company has executed agreements regarding confidentiality
and proprietary information, and the Company has not received written notice that any employee, consultant or independent contractor
is in violation of any agreement or in breach of any agreement or arrangement with former or present employers relating to proprietary
information or assignment of inventions. Without limiting the foregoing: (i) the Company has taken reasonable security measures
to guard against unauthorized disclosure or use of any of its Intellectual Property; and (ii) the Company has no reason to believe
that any Person (including, without limitation, any former employee or consultant of the Company) has unauthorized possession of
any of its Intellectual Property, or any part thereof, or that any Person has obtained unauthorized access to any of its Intellectual
Property. The Company is in compliance in all material respects with its obligations pursuant to all agreements relating to Intellectual
Property rights that are the subject of licenses granted by third parties, except for any non-compliance that has not had or would
not reasonably be expected to have a Material Adverse Effect.


 




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(o)          Registration
Rights. Except as described in Schedule 3.1(o), the Company has not granted or agreed to grant to any Person any rights
(including “piggy-back” registration rights) to have any securities of the Company registered with the SEC or any other
governmental authority that have not expired or been satisfied or waived.


 


(p)          Fees.
Except as set forth on Schedule 3.1(p), the Company is not obligated to pay any compensation or other fee, cost or related
expenditure to any underwriter, broker, agent or other representative in connection with the transactions contemplated hereby.
The Company will indemnify and hold harmless each Investor from and against any claim by any person or entity alleging that, as
a result of any agreement or arrangement between such Person and the Company, such Investor is obligated to pay any such compensation,
fee, cost or related expenditure in connection with the transactions contemplated hereby or the other Transaction Documents.


 


(q)          No
General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Affiliates, nor any Person acting on
its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D)
in connection with the offer or sale of the Securities. The Company has engaged MTS Securities, Inc. as its placement agent (the
“Agent”) in connection with the sale of the Securities. Other than the Agent, the Company has not engaged any
other placement agent or other agent in connection with the sale of the Securities and the Company shall be responsible for the
payment of any placement agent’s fees, financial advisory fees, or brokers’ commission (other than for persons engaged
by any Investor or its investment advisor) relating to or arising out of the issuance of the Securities pursuant to this Agreement.


 


(r)          Private
Placement; Investment Company; U.S. Real Property Holding Corporation. Neither the Company nor, to the Company’s knowledge,
any of its Affiliates or, any Person acting on the Company’s behalf has, directly or indirectly, at any time within the past
six (6) months, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that
would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection
with the offer and sale by the Company of the Securities as contemplated hereby or (ii) cause the offering of the Securities pursuant
to the Transaction Documents to be integrated with prior offerings by the Company for purposes of any applicable law, regulation
or stockholder approval provisions, including, without limitation, under the rules and regulations of any Trading Market. Assuming
the accuracy of the representations and warranties of the Investors set forth in Section 2.1, no registration under the Securities
Act is required for the offer and sale of the Securities by the Company to the Investors as contemplated hereby. The Company is
not required to be registered as, and is not an Affiliate of, an “investment company” within the meaning of the Investment
Company Act of 1940, as amended. The Company is not required to be registered as a United States real property holding corporation
within the meaning of the Foreign Investment in Real Property Tax Act of 1980.


 




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(s)          Foreign
Corrupt Practices. Neither the Company nor any of the Company’s directors, officers, employees or agents have, directly
or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit
of any “foreign official” (as such term is defined in the FCPA), foreign political party or official thereof or candidate
for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate,
(ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental
authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company or
any of its affiliates in obtaining or retaining business for or with, or directing business to, any person. Neither the Company
nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback
or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation. The Company further
represents that it has maintained, and has caused each of its subsidiaries and affiliates to maintain, systems of internal controls
(including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA
or any other applicable anti-bribery or anti-corruption law. Neither the Company, or, to the Company’s knowledge, any of
its officers, directors or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution or other
enforcement action related to the FCPA or any other anti-corruption law.


 


(t)          Employee
Relations. Neither the Company nor any Subsidiary is a party to any collective bargaining agreement or employs any member of
a union, and to the knowledge of the Company, no such agreement is imminent. The Company believes that its relations with its employees
are as disclosed in the SEC Reports. Except as disclosed in the SEC Reports, as of the date hereof, no executive officer of the
Company or any Subsidiary has notified the Company or any Subsidiary that such officer intends to leave the Company or a Subsidiary,
as applicable, or otherwise terminate such officer’s employment with the Company or a Subsidiary, as applicable. To the knowledge
of the Company, as of the date hereof, no executive officer of the Company or any Subsidiary is in violation of any material term
of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any
other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject
the Company or any Subsidiary to any liability with respect to any of the foregoing matters. There is no material claim, litigation
or administrative proceeding pending or, to the Company’s knowledge, threatened or contemplated, against the Company or,
to the Company’s knowledge, against any officer, director or employee of the Company in connection with such person’s
employment therewith. The employment of each employee of the Company is terminable at the will of the Company. Except as required
by law, upon termination of the employment of any such employees, no severance or other payments will become due, and the Company
has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination
of employment services.


 




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(u)          Labor
Matters. The Company and each Subsidiary is in compliance with all federal, state, local and foreign laws and regulations respecting
labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure
to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect. Each of the Company’s Key Employees is currently serving in the capacity described in the SEC Reports. The Company
has no knowledge of any fact or circumstance (including without limitation (i) the terms of any agreement to which such person
is a party or any litigation in which such person is or may become involved and (ii) any illness or medical condition that could
reasonably be expected to result in the disability or incapacity of such person) that would limit or prevent any such person from
serving in such capacity on a full-time basis in the foreseeable future, or of any intention on the part of any such person to
limit or terminate his or her employment with the Company.


 


(v)         Environmental
Laws. The Company and each Subsidiary (i) is in compliance with any and all applicable Environmental Laws (as hereinafter defined),
(ii) has received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (iii) is in compliance with all terms and conditions of any such permit, license or approval. The term
“Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of
human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses,
notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 


(w)          Employee
Benefit Plans. Each employee benefit plan maintained, established or sponsored by the Company, or which the Company participates
in or contributes to, is in compliance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
The Company has made all required contributions and has no liability to any such employee benefit plan, other than liability for
health plan continuation coverage described in Part 6 of Title I(B) of ERISA, and has complied in all material respects with all
applicable laws for any such employee benefit plan.


 


(x)          Insurance.
The Company has in full force and effect fire and casualty insurance policies by insurers of recognized financial responsibility
with extended coverage, sufficient in amount (subject to reasonable deductions) to allow it to replace any of its properties that
might be damaged or destroyed. The Company and each Subsidiary has not received any written notice that the Company will not be
able to renew its existing insurance coverage as and when such coverage expires. The Company and each Subsidiary believes it will
be able to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business. No notice
of cancellation has been received for any of such policies and the Company reasonably believes that is in compliance with all of
the terms and conditions thereof The Company has no reason to believe that it will not be able to renew any existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue
doing business as currently conducted without a significant increase in cost, other than normal increases in the industry. Without
limiting the generality of the foregoing, the Company maintains Director’s and Officer’s insurance in an amount deemed
to be reasonable and appropriate by the Company’s Board of Directors.


 




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(y)          Title
to Assets. Neither the Company nor any Subsidiary owns real property. The Company and each Subsidiary has good and marketable
title in all personal property owned by them that is material to their respective businesses, in each case free and clear of all
Liens, except for Liens that would not, individually or in the aggregate, reasonably be expected to have or result in a Material
Adverse Effect. Any real property and facilities held under lease by the Company or any Subsidiary, as applicable, is held by it
under valid, subsisting and enforceable leases of which the Company and each Subsidiary is in material compliance.


 


(z)          Regulatory
Permits. The Company and each Subsidiary possesses all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as presently conducted (“Material
Permits”), except where the failure to possess such permits would not, individually or in the aggregate, have or reasonably
be expected to result in a Material Adverse Effect, and neither the Company nor any Subsidiary has received any written notice
of proceedings relating to the revocation or modification of any Material Permit. The Company is not in default in any material
respect under any of such franchises, permits, licenses or other similar authority.


 


(aa)         Exchange
Act Registration; Listing. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is quoted on the
Over-the-Counter Bulletin Board (“OTCBB”), and the Company has taken no action designed to, or likely to have
the effect of, terminating the registration of the Common Stock under the Exchange Act, nor has the Company received any notification
that the SEC, FINRA or the OTCBB is contemplating terminating such registration or quotation, except to the extent that the Company
has resolved the issues raised in any such notification.


 


(bb)         Listing
and Maintenance Requirements. The Company has not, in the twelve (12) months preceding the date hereof, received notice (written
or oral) from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not
in compliance with the listing or maintenance requirements of such Trading Market.


 


(cc)         Investment
Company Status. The Company is not, and immediately after receipt of payment for the Shares and the Warrants issued under this
Agreement will not be, an “investment company” or an entity “controlled” by an “investment company”
within the meaning of the Investment Company Act, and shall conduct its business in a manner so that it will not become subject
to the Investment Company Act.


 


(dd)         Transfer
Taxes. No stock transfer or other taxes (other than income taxes) are required to be paid in connection with the issuance and
sale of any of the Securities, other than such taxes for which the Company has established appropriate reserves and intends to
pay in full on or before the Closing.


 




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(ee)         Sarbanes-Oxley
Act. The Company is in material compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 and any
and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof. The Company
maintains internal accounting controls, policies and procedures, and such books and records as are reasonably designed to provide
reasonable assurance that (i) all transactions to which the Company is a party or by which its properties are bound are effected
by a duly authorized employee or agent of the Company, supervised by and acting within the scope of the authority granted by the
Company’s senior management; (ii) the recorded accounting of the Company’s consolidated assets is compared with existing
assets at regular intervals; and (iii) all transactions to which the Company is a party, or by which its properties are bound,
are recorded (and such records maintained) in accordance with all Governmental Requirements and as may be necessary or appropriate
to ensure that the financial statements of the Company are prepared in accordance with GAAP.


 


(ff)         Internal
Accounting Controls. The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s
general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and
procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. The
Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures
as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date,
the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange
Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their
evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control
over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or would reasonably be likely
to materially affect, the Company’s internal control over financial reporting


 


(gg)         Embargoed
Person. None of the funds or other assets of the Company shall constitute property of, or shall be beneficially owned, directly
or indirectly, by any person subject to trade restrictions under United States law, including, but not limited to, the International
Emergency Economic Powers Act, 50 U.S.C. § 1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq.,
and any Executive Orders or regulations promulgated under any such United States laws (each, an “Embargoed Person”),
with the result that the investments evidenced by the Securities are or would be in violation of law. No Embargoed Person shall
have any interest of any nature whatsoever in the Company with the result that the investments evidenced by the Securities are
or would be in violation of law. None of the funds or other assets of the Company shall be derived from any unlawful activity with
the result that the investments evidenced by the Securities are or would be in violation of law.


 




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(hh)         Solvency.
The Company is not, as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing,
will not be, Insolvent. For purposes of this Section 3.1(hh), “Insolvent” means (a) the present fair saleable
value of the Company’s assets is less than the amount required to pay the Company’s total Indebtedness, (b) the Company
is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured, (c) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such
debts mature or (d) the Company has an unreasonably small amount of capital with which to conduct the business in which it is engaged
as such business is now conducted and is proposed to be conducted. The Company has not taken any steps to seek protection pursuant
to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary
bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so.


 


(ii)         OFAC.
Neither the Company nor any Subsidiary nor, to the Company’s Knowledge, any director, officer, agent, employee, Affiliate
or Person acting on behalf of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by OFAC; and
the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make
available such proceeds to any Subsidiary, joint venture partner or other Person or entity, towards any sales or operations in
Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any
Person currently subject to any U.S. sanctions administered by OFAC.


 


(jj)         Transactions
With Affiliates and Employees. Except as set forth or incorporated by reference in the SEC Reports, as of the date hereof,
none of the officers, directors or employees of the Company is presently a party to any transaction with the Company or to any
presently contemplated transaction with the Company that would be required to be reported on Form 10-K by Item 13 thereof pursuant
to Regulation S-K Item 404(a) (other than for ordinary course services as employees, officers or directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property
to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the Company’s knowledge,
any corporation, partnership, trust or other entity in which any such officer, director, or employee has a substantial interest
or is an officer, director, trustee or partner.


 


(kk)         Customers
and Suppliers. Except as set forth in the Disclosure Materials, the relationships of the Company with its customers and suppliers
are maintained on commercially reasonable terms. To the Company’s knowledge, no customer or supplier of the Company has any
plan or intention to terminate its agreement with the Company, which termination would reasonably be expected to have a Material
Adverse Effect.


 




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(ll)         Regulatory
Compliance.


 


(i)          The
Company has operated and currently is in compliance in all material respects with applicable statutes, regulations, guidance and
orders administered or enforced by the FDA and any other U.S. federal, state or local or foreign regulatory authority.  To
the Company’s knowledge, there is no pending or threatened claim, suit, proceeding, hearing, enforcement, audit, investigation,
arbitration or other action from the FDA or any other U.S. federal, state or local or foreign regulatory authority or court alleging
that any operation, product or activity of the Company is in violation of any applicable law, rule or regulation.  The facilities
used by the Company, the sites at which human clinical studies are conducted by the Company, and, to the Company’s knowledge,
the sites at which human clinical studies are conducted on behalf of the Company or sponsored by the Company are not subject, as
applicable, to any adverse inspection, finding of deficiency, finding of non-compliance, regulatory or warning letter, safety alert,
mandatory or voluntary recall, investigation, Section 305 notice, or other compliance or enforcement action, from or by the FDA
or any other U.S. federal, state or local or foreign regulatory authority.


 


(ii)         The
clinical, non-clinical and other studies, tests and trials conducted by or on behalf of the Company, or sponsored by the Company,
were and, if still pending, are to the Company’s knowledge, being conducted in all material respects in accordance with,
as applicable, good laboratory practices, good clinical practices and the protocols submitted to the FDA or any other regulatory
authority and to institutional review boards or their foreign equivalents, if any,  were and, if still pending,
are to the Company’s knowledge being conducted in all material respects in accordance with standard medical and scientific
research procedures and controls and all applicable U.S. federal, state and local and foreign laws, rules, and regulations, including,
but not limited to, the U.S. Federal Food, Drug, and Cosmetic Act and its implementing regulations.  Neither the FDA nor any
other regulatory authority has commenced, or to the Company’s knowledge, threatened to initiate, any action to terminate,
delay or suspend any proposed or ongoing clinical investigation conducted or presently proposed to be conducted by or on behalf
of the Company.  The Company has not received any written notice or correspondence from any institutional review board or
foreign equivalent requiring the termination or suspension of a clinical study, conducted by or on behalf of the Company.


 


(iii)        To
the Company’s knowledge, the results of all clinical and non-clinical tests provided to the Investors, if any, and whether
orally, in writing or electronically, were true, complete and accurate in all material respects and did not omit any information
known to the Company and necessary or material to understanding such results.


 


(iv)        The
Company has not committed any act, made any statement or failed to make any statement that would breach the FDA’s policy
with respect to “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” set forth in 56 Fed.
Reg. 46191 (September 10, 1991), and any amendments or other modifications thereto, with respect to statements or submissions made
to the FDA if any, or any similar laws, rules, regulations or policies under the jurisdiction of any other regulatory authority
with respect to statements or submissions made to any other regulatory authority.  Neither the Company nor, to the Company’s
knowledge, any officer, employee or agent of the Company has been convicted of any crime or engaged in any conduct that would reasonably
be expected to result in (i) debarment under 21 U.S.C. Section 335a or any similar state or foreign law or regulation or (ii) exclusion
under 42 U.S.C. Section 1320a-7 or any similar state or foreign law or regulation, and neither the Company nor any such person
has been so debarred or excluded.


 




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(mm)         Disclosure.
The representations, warranties and written statements contained in this Agreement and the other Transaction Documents and in the
certificates, exhibits and schedules delivered to such Investor by the Company pursuant to this Agreement and the other Transaction
Documents and in connection with such Investor’s due diligence investigation of the Company, do not contain any untrue statement
of a material fact, and do not omit to state a material fact required to be stated therein or necessary in order to make such representations,
warranties or statements not misleading in light of the circumstances under which they were made. Neither the Company nor any Person
acting on its behalf or at its direction has provided such Investor with material non-public information. Following an 8-K Filing
in accordance with Section 4.1(c) hereof, to the Company’s knowledge, such Investor will not possess any material non-public
information concerning the Company. The Company acknowledges that such Investor is relying on the representations, acknowledgments
and agreements made by the Company in this Section 3.1(mm) and elsewhere in this Agreement in making trading and other decisions
concerning the Company’s securities. The Company has made available to the Investors all the information reasonably available
to the Company that the Investors have requested for deciding whether to acquire the Securities, including slide show presentations
(the “Presentations”). The Presentations were prepared in good faith; however, the Company does not warrant
that it will achieve any results projected in the Presentations. It is understood that this representation is qualified by the
fact that the Company has not delivered to the Investors, and has not been requested to deliver, a private placement or similar
memorandum or any written disclosure of the types of information customarily furnished to purchasers of securities.


 


(nn)         Form
S-1 Eligibility. The Company is eligible to register the Registrable Securities for resale by the Investors using Form S-1
under the Securities Act. The Company is subject to the reporting requirements of the Exchange Act, and has filed all reports required
thereby. Provided none of the Investors is deemed to be an underwriter with respect to any shares, to the Company’s knowledge,
there exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that
may delay or prevent the obtaining of accountant’s consents) that reasonably could be expected to prohibit or delay the preparation
and filing of a registration statement on Form S-1 that will be available for the resale of the Registrable Securities by
the Investor. 


 


(oo)         Acknowledgment
Regarding Investors’ Purchase of Securities. Based upon the assumption that the transactions contemplated by this Agreement
are consummated in all material respects in conformity with the Transaction Documents, the Company acknowledges and agrees that
each of the Investors is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents
and the transactions contemplated hereby and thereby. The Company further acknowledges that no Investor is acting as a financial
advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated
hereby and any advice given by any Investor or any of their respective representatives or agents in connection with the Transaction
Documents and the transactions contemplated hereby and thereby is merely incidental to the Investors’ purchase of the Securities.
The Company further represents to each Investor that the Company’s decision to enter into this Agreement has been based solely
on the independent evaluation of the transactions contemplated hereby by the Company and its advisors and representatives.


 




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(pp)         Manipulation
of Stock. Other than excepted activity under the Exchange Act or any action that is, directly or indirectly, in compliance
with the U.S. securities laws, neither the Company, nor, to the Company’s knowledge, any of its officers, directors, employees
or agents acting on behalf of the Company, has taken and will not take, directly or indirectly, any action that constituted, or
any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Exchange Act or otherwise,
stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares or Warrant
Shares or for any other purpose.


 


(qq)         No
Additional Agreements. Except with respect to the convertible promissory notes dated December 1, 2014 issued by the Company
to Joel Ackerman and Ronnie Morris, the Company does not have any agreement or understanding with any Investor with respect to
the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.


 


(rr)         Projections.
All budgets and financial models in respect of the Company (collectively, the “Projections”)
and provided to the Investors, whether provided or updated orally, in writing or electronically, if any, 
have been diligently prepared and, to the knowledge of the Company, represents a realistic plan in relation to the future progress,
expansion and development of the Company’s business. All factual information contained in the Projections was, when given,
and is, at the date of this Agreement, true, complete and accurate in all material respects and not misleading. The financial forecasts,
projections or estimates contained in the Projections have been diligently prepared, are fair, valid, reasonable, and have not
been disproved in the light of any events or circumstances which have arisen subsequent to the preparation of the Projections up
to the date of this Agreement. The assumptions upon which the Projections have been prepared have been carefully considered and
are honestly believed to be reasonable, having regard to the information available and to the market conditions prevailing at the
time of their preparation.


 


(ss)         Bad
Actors. None of the Company or any Subsidiary, any of their predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company or any Subsidiary, any beneficial owner of 20% or more of the Company’s outstanding voting equity
securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities
Act) connected with the Company in any capacity is subject or will be subject to any of the “bad actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) of the Securities Act.


 


ARTICLE IV


OTHER AGREEMENTS OF THE
PARTIES


 


4.1           The
Company agrees with each Investor that the Company will:


 


(a)          file
a Form D with respect to the Securities issued at the Closing as and when required under Regulation D and provide a copy thereof
to such Investor promptly after such filing;


 




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(b)          
take such action as the Company reasonably determines upon the advice of counsel is necessary to qualify the Shares and Warrants
for sale under applicable state or “blue-sky” laws or obtain an exemption therefrom, and shall promptly provide evidence
of any such action to such Investor at such Investor’s request;


 


(c)          on
or prior to 9:30 a.m. (eastern time) on the next Business Day following the Execution Date, file with the SEC a Current Report
on Form 8-K (the “8-K Filing”) disclosing the material terms of this Agreement and the other Transaction Documents
and the transactions contemplated hereby and thereby, including as exhibits this Agreement and the other Transaction Documents.
Thereafter, the Company shall timely file any filings and notices required by the SEC or applicable law with respect to the transactions
contemplated hereby;


 


(d)          maintain
its corporate existence in good standing;


 


(e)          maintain,
keep and preserve all of its properties necessary in the proper conduct of its businesses in good repair, working order and condition
(ordinary wear and tear excepted) and make all necessary repairs, renewals and replacements and improvements thereto, except where
the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;


 


(f)          pay
or discharge before becoming delinquent (i) all taxes, levies, assessments and governmental charges imposed on it or its income
or profits or any of its property and (ii) all lawful claims for labor, material and supplies, which, if unpaid, might become a
Lien upon any of its property, except where the failure to do so would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect; provided, however, that the Company shall not be required to pay or discharge
any tax, levy, assessment or governmental charge, or claim for labor, material or supplies, whose amount, applicability or validity
is being contested in good faith by appropriate proceedings being diligently pursued and for which appropriate reserves have been
established under GAAP;


 


(g)          comply
with all Governmental Requirements applicable to the operation of its business, except for instances of noncompliance that would
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;


 


(h)          comply
with all agreements, documents and instruments binding on it or affecting its properties or business, including, without limitation,
all Material Contracts, except for instances of noncompliance that would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect;


 


(i)          provide
each Investor with copies of all materials sent to its stockholders, in each such case at the same time as delivered to such stockholders;


 


(j)          timely
file with the SEC all reports required to be filed pursuant to the Exchange Act and refrain from terminating its status as an issuer
required by the Exchange Act to file reports thereunder even if the Exchange Act or the rules or regulations thereunder would permit
such termination;


 




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(k)          until
the earlier of (i) effective date of the 2015 Initial Registration Statement (as such term is defined in the 2015 Amended and Restated
Registration Rights Agreement), and (ii) the date upon which all Investors are able to sell all Shares in a 90 day period without
volume or manner of sale limitations under Rule 144, take commercially reasonable steps to restrict each of the Company’s
Chief Executive Officer and President from selling shares of Common Stock; and


 


(l)          use
commercially reasonable efforts to maintain adequate insurance coverage (including D&O insurance) for the Company and each
Key Employee.


 


4.2           Voting
Rights.


 


(a)          The
Company agrees that it shall not approve of or give effect to any of the actions listed below (by amendment, merger, consolidation
or otherwise) without the written consent of NEA. Notwithstanding the foregoing, in the event that NEA meets the Threshold Amount,
NEA’s consent is not required pursuant to this Section 4.2(a).


 


(i)          alter
or change the rights, preferences or privileges of the Put Right;


 


(ii)         liquidate,
dissolve or wind-up the business and affairs of the Company or consent to any of the foregoing;


 


(iii)        purchase,
redeem or otherwise acquire any of (A) the Company’s equity securities (including warrants, options and other rights to acquire
equity securities) or (B) the Securities, other than (1) a repurchase by the Company at the lower of cost or the fair market value
pursuant to existing agreements, (2) the purchase of capital stock from certain stockholders approved by each of the Investors,
(3) pursuant to an exercise of the Put Right or the put rights granted under the Amended and Restated Prior Agreements, or (4)
the contemplated option exchange disclosed in Schedule 3.1(h); or


 


(iv)        merge
or consolidate with another corporation or entity in which the holders of the Company’s voting equity securities immediately
prior to the transaction own, directly or indirectly, fifty percent (50%) or less of the voting securities of the surviving corporation
unless (A) the consideration for the merger or consolidation is in the form of a cash offer or marketable securities that are registered,
saleable and listed on the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock
Exchange and (B) the purchase price per share is equal to or greater than three hundred and seventy-five percent (375%) of the
Per Unit Price.


 


4.3           Participation
Rights. Each Investor shall have the right to participate in a Subsequent Financing provided that such Investor does not meet
the Threshold Amount, as follows:


 




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(a)          At
least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Investor a written
notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Investor
if it wants to review the details of such Subsequent Financing.
Upon the request of an Investor who is eligible to participate in such Subsequent Financing, and only upon a request by such Investor,
for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver
each Investor a notice which shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of
proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed
to be effected and shall include a term sheet or similar document relating thereto as an attachment (a “Subsequent Financing
Notice”). Each Investor shall have the right to participate in such Subsequent Financing, on the same terms, conditions
and price provided for in the Subsequent Financing, up to an amount equal to the full amount of such Subsequent Financing multiplied
by the Subsequent Financing Share.


 


(b)          Any
Investor desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30
p.m. (New York City time) on the fifth (5th) Trading Day after such Investor has received the Pre-Notice that such Investor
is willing to participate in the Subsequent Financing, the amount of such Investor’s participation, and representing and
warranting that such Investor has such funds ready, willing, and available for investment on the terms set forth in the Subsequent
Financing Notice. If the Company does not receive such notice from an Investor as of such fifth (5th) Trading Day, such
Investor shall be deemed to have notified the Company that it does not elect to participate.


 


(c)          The
Company must provide the Investors with a second Subsequent Financing Notice, and the Investors will again have the right of participation
set forth above in this Section 4.3, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not
consummated for any reason on the terms set forth in such Subsequent Financing Notice within ninety (90) Trading Days after the
date of the initial Subsequent Financing Notice.


 


(d)          The
Company and each Investor agree that if any Investor elects to participate in the Subsequent Financing, the transaction documents
related to the Subsequent Financing shall not include any term or provision whereby such Investor shall be required to agree to
any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination
of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of
such Investor. The participation right set forth in this Section 4.3 shall terminate with respect to any Investor who fails
to purchase, in any transaction subject to this Section 4.3, all of such Investor’s Subsequent Financing Share of
the New Securities allocated (or, if less than such Investor’s Subsequent Financing Share is offered by the Company, such
lesser amount so offered) to such Investor pursuant to this Section 4.3. Following any such termination, such Investor shall
no longer be deemed an “Investor” for any purpose of this Section 4.3.


 


4.4           Amendment
of Prior Securities Purchase Agreements. So long as NEA has beneficial ownership of at least twenty five percent (25%) of the
original number of Securities purchased pursuant to this Agreement (as adjusted for any dividend, stock split, reverse stock split,
split-up or other distribution on shares of Common Stock), the Company and Certain Investors shall not enter into any amendment
of the Amended and Restated Prior Agreements in a manner that would adversely affect NEA rights under this Agreement and the Transaction
Documents without the prior written consent of NEA.


 




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4.5          Furnishing
of Information. Until the date that all Investors owning Shares, Warrants or Warrant Shares may sell all of them without volume
restriction under Rule 144(b) of the Securities Act (or any successor provision) and without compliance with Rule 144(c) of the
Securities Act (or any successor provision), the Company covenants to use its commercially reasonable efforts to timely file (or
obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company
after the date hereof pursuant to the Exchange Act. During such period, if the Company is not required to file reports pursuant
to such laws, it will prepare and furnish to the Investors and make publicly available in accordance with Rule 144 such information
as is required for the Investors to sell the Shares and Warrant Shares under Rule 144. The Company further covenants that it will
take such further action as any holder of Securities may reasonably request to satisfy the provisions of this Section 4.5.


 


4.6          Integration.
The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate thereof shall, sell, offer
for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities
Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the
Securities Act of the sale of the Securities to the Investors or that would be integrated with the offer or sale of the Securities
for purposes of the rules and regulations of any Trading Market.


 


4.7          Reservation
of Securities.


 


(a)          The
Company shall have and keep the number of shares of Common Stock authorized and reserved for issuance to an amount sufficient (the
“Reserved Amount”) to satisfy the Company’s obligations to issue and deliver one hundred percent (100%)
of the Securities issuable upon the exercise of the Warrants issued on the Closing Date (without regard to any restriction on such
conversion or exercise), and such Reserved Amount shall be free from any preemptive rights. If for any reason the Company does
not have the Reserved Amount to cover one hundred percent (100%) of the Securities issuable upon the exercise of the Warrants issued
(a “Warrant Share Deficiency”), the Company shall promptly take all such necessary actions to have a sufficient
Reserved Amount, including requisite stockholder approval to amend its certificate of incorporation to increase the number of authorized
capital stock, and such action shall be in full force and effect under the laws of the State of Delaware no later than forty-five
(45) days, or ninety (90) days if a stockholders’ meeting is required, following a Warrant Share Deficiency; provided,
however, that in the event the Company’s action to keep available the Reserved Amount is delayed as a result of action
from a Governmental Authority, including responding to comments from the SEC on (i) an information statement disclosing shareholder
approval, or (ii) a proxy statement requesting shareholder approval, the Company shall use its best efforts to promptly address
any such Governmental Authority action, and the time taken to address such Government Authority action shall be tolled against
the timeframe discussed in this clause (a), provided that in no event shall such timeframe be tolled by more than forty-five
(45) additional days (i.e., the maximum time period to cure the Warrant Share Deficiency shall be one hundred thirty-five (135)
days, after which time the liquidated damages set forth in Section 4.7(d) shall apply). The Company acknowledges and agrees that
a failure to comply with its obligations under this clause (a) within the timeframe specified above will constitute a Warrant Share
Deficiency and cash payments will be payable to the Investors in accordance with the provisions of Section 4.7(d) below. For the
avoidance of doubt, the Company’s failure to comply with its obligations under Section 4.7(a) above within the time period
specified therein shall constitute a “Warrant Share Deficiency.”


 




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(b)          
While any Warrants are outstanding, the Company shall not reduce the Reserved Amount without obtaining the prior written consent
of each Investor then holding Warrants.


 


(c)          Each
of the Investors hereby covenants and agrees that, in connection with any Warrant Share Deficiency, each such Investor shall promptly
provide all such necessary consents to the Company to permit the Company to fulfill its obligations under Sections 4.7(a), including
without limitation, delivery of a Stockholder Consent or participation at a special meeting of stockholders (in person or by proxy)
and voting Shares then held by such Investors, in either case in favor of any amendment to the Company’s certificate of incorporation
to increase the authorized number of shares of Common Stock.


 


(d)          If
(i) the Company does not comply with its obligations under Section 4.7(a) above within the timeframe specified therein, the Company
shall make a cash payment to each Investor in an amount equal to ten percent (10%) of the product of (i) the Exercise Price of
such Investor’s Warrants and (ii) the aggregate number of Warrant Shares then issuable to each such Investor for each thirty
(30) day period in which the Warrant Share Deficiency exists, such payment to be pro-rated for any portion of any such thirty (30)
day period. Each such payment required to be made under this Section 4.7(d) shall be made within five (5) Business Days
following the last day of each calendar month in which a Warrant Share Deficiency exists.


 


4.8           Use
of Proceeds. The Company shall use the proceeds from the sale of the Units, after paying expenses of the transactions contemplated
hereunder, for research and development, working capital and general corporate purposes; provided, that the Company shall
not use any of such proceeds (i) to pay any dividend or make any distribution on any of its securities, or (ii) to repay any
loan made to or incurred by any Key Employee or any other officer or director or Affiliate of the Company.


 


4.9           Use
of Investor Name. Except as may be required by applicable law and/or this Agreement, the Company shall not use, directly or
indirectly, any Investor’s name or the name of any of its Affiliates in any advertisement, announcement, press release or
other similar communication unless it has received the prior written consent of any Investor for the specific use contemplated
or as otherwise required by applicable law or regulation.


 




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4.10        Company’s
Instructions to Transfer Agent. The Company shall cause its transfer agent to remove the restrictive legend set forth in Section
2.1(f) from certificates evidencing the Shares and Warrant Shares (i) in connection with any sale of such Shares or Warrant Shares
pursuant to a registration statement (including a Registration Statement) covering the resale of such security that is effective
under the Securities Act, (ii) in connection with any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if such
legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the SEC), as set forth below. In addition, the Company shall use its best efforts to cause its transfer
agent to remove the restrictive legend set forth in Section 2.1(f) from certificates evidencing the Shares and Warrant Shares (i)
while a registration statement (including the Registration Statement) covering the resale of such security is effective under the
Securities Act, or (2) if such Shares and Warrant Shares are eligible for sale under Rule 144 without the requirement for the Company
to be in compliance with the current public information required under Rule 144 as to such Shares and Warrant Shares and without
volume or manner-of-sale restrictions. If all or any part of a Warrant is exercised in connection with an immediate resale of the
exercised Warrant Shares pursuant to an effective registration statement, or in connection with an immediate resale of the exercised
Warrant Shares pursuant to Rule 144, the Company shall cause its transfer agent to remove the restrictive legend from certificates
issued representing the exercised Warrant Shares, as set forth below.


 


(a)          The
Company shall issue an instruction letter to its transfer agent to remove the restrictive legend in connection with any sale of
the Shares or Warrant Shares pursuant to a registration statement, and shall cause its counsel, if required by the transfer agent,
to issue a legal opinion authorizing the removal of restrictive legend in connection with a sale of the Shares or Warrant Shares
pursuant Rule 144, provided that the relevant Investor shall have delivered to the Company, its counsel and its transfer agent
a certification of such facts as the Company and its counsel may reasonably require in connection with providing such instruction
letter or legal opinion.


 


(b)          The
Company shall instruct its transfer agent to remove the restrictive legend as permitted by this Section 4.10 promptly after delivery
by the Investor to the Company or its transfer agent of the certificate representing the Shares or Warrant Shares being sold by
the Investor.


 


(c)          The
Company may not make any notation on its records or give instructions to its transfer agent that enlarge the restrictions on transfer
set forth in this Section 4.10.


 


(d)          Certificates
for Shares or Warrant Shares subject to legend removal hereunder shall be transmitted by the Company’s transfer agent to
the purchaser of such Shares or Warrant Shares by crediting the account of such purchaser’s prime broker with the Depository
Trust Company System, if so directed by the selling Investor.


 


4.11        Limitations
on Disposition. No Investor shall sell, transfer, assign or dispose of any Securities, unless:


 


(a)          there
is then in effect an effective registration statement under the Securities Act covering such proposed disposition and such disposition
is made in accordance with such registration statement; or


 




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(b)          such
Investor has notified the Company in writing of any such disposition, and furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company, that such disposition will not require registration of such Securities under the Securities Act; provided,
however, that no such opinion of counsel will be required (A) if the sale, transfer or assignment complies with federal and
state securities laws and is made to a fund or other institutional investor that is an Affiliate of such Investor and which is
also an “accredited investor” as that term is defined in Rule 501 of Regulation D; provided, that such Affiliate
provides the Company with customary accredited investor and investment representations (comparable with those set forth in Section
2.1 hereof), and agrees to be bound by the terms and conditions of this Agreement, (B) if the sale, transfer or assignment is made
pursuant to Rule 144 and such Investor has complied with the obligations set forth in Section 4.10(a) above or (C) in connection
with a bona fide pledge or hypothecation of any Securities under a margin arrangement with a broker-dealer or other financial
institution or the sale of any such Securities by such broker-dealer or other financial institution following such Investor’s
default under such margin arrangement.


 


4.12         Disclosure
of Non-public Information. The Company agrees that it will not at any time following the Execution Date disclose material non-public
information to any Investor without first obtaining such Investor’s written consent to such disclosure.


 


4.13         OTCBB
Quotation. Provided the Company is eligible for trading or listing, as the case may be, the Company (i) has, or promptly following
the Closing shall, use its best efforts to include all of the Warrant Shares issuable upon exercise of the Warrants (without regard
to any limitation on such exercise) for trading on the OTCBB, and (ii) shall use its best efforts to maintain the trading of the
Common Stock on the OTCBB or any successor interdealer trading system for a minimum of five (5) years following the Closing Date.
For avoidance of doubt, this Section is in addition to the Company’s obligation to obtain an upgraded listing per Section
4.17 below.


 


4.14         Indemnification
of Investors. The Company will indemnify and hold each Investor and its directors, managers, officers, shareholders, members,
partners, employees and agents (each, an “Investor Party”) harmless from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable
attorneys’ fees and costs of investigation that any such Investor Party may suffer or incur as a result of or relating to
(a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the
other Transaction Documents or (b) any action instituted against an Investor, or any of them or their respective Affiliates, by
any stockholder of the Company who is not an Affiliate of such Investor, with respect to any of the transactions contemplated by
the Transaction Documents (unless such action is based upon a breach of such Investor’s representations, warranties or covenants
under the Transaction Documents or any agreements or understandings such Investor may have with any such stockholder or any violations
by such Investor of state or federal securities laws or any conduct by such Investor which constitutes fraud, gross negligence,
willful misconduct or malfeasance). If any action shall be brought against any Investor Party in respect of which indemnity may
be sought pursuant to this Agreement, such Investor Party shall promptly notify the Company in writing, and the Company shall have
the right to assume the defense thereof with counsel of its own choosing. Any Investor Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense
of such Investor Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in
writing, (ii) the Company has failed after a reasonable period of time following such Investor Party’s written request
that it do so, to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such
separate counsel, a material conflict on any material issue between the position of the Company and the position of such Investor
Party. The Company will not be liable to any Investor Party under this Agreement (i) for any settlement by an Investor Party effected
without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent,
but only to the extent that a loss, claim, damage or liability is attributable to such Investor Party’s wrongful actions
or omissions, or gross negligence or to such Investor Party’s breach of any of the representations, warranties, covenants
or agreements made by such Investor in this Agreement or in the other Transaction Documents.


 




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4.15         Indemnification
of the Company. Each Investor, severally and not jointly and only to the extent of such Investor’s Purchase Price, will
indemnify and hold the Company and its directors, manager, officers, shareholders, employees and agents (each, a “Company
Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation
that any such Company Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties,
covenants or agreements made by or on behalf of such Investor in this Agreement or in the other Transaction Documents or (b) any
violations by such Investor of state or federal securities laws or any conduct by such Investor which constitutes fraud, gross
negligence, willful misconduct or malfeasance. If any action shall be brought against any Company Party in respect of which indemnity
may be sought pursuant to this Agreement, such Company Party shall promptly notify the Investor in writing, and the Investor shall
have the right to assume the defense thereof with counsel of its own choosing. Any Company Party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be
at the expense of such Company Party except to the extent that (i) the employment thereof has been specifically authorized by such
Investor in writing, (ii) the Investor has failed after a reasonable period of time following such Company Party’s written
request that it do so, to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion
of such separate counsel, a material conflict on any material issue between the position of such Investor and the position of such
Company Party. Such Investor will not be liable to any Company Party under this Agreement for any settlement by a Company Party
effected without such Investor’s prior written consent, which shall not be unreasonably withheld or delayed.


 


4.16         Securities
Laws Disclosure; Publicity. Following the Form 8-K Filing, the Company shall timely file any filings and notices required by
the SEC or applicable law with respect to the transactions contemplated hereby and provide copies thereof to the Investors promptly
after filing.


 


4.17         Upgraded
Listing. Promptly following the Closing, the Company shall use commercially reasonable efforts to take all reasonable action
necessary to, within eighteen (18) months from the date of Closing, attain designation and quotation, or listing, of the Common
Stock and Warrant Shares on an Exchange in accordance with the requirements of the 2015 Amended and Restated Registration Rights
Agreement.


 


4.18         Transfer
Agent. The Company agrees that it shall not engage or use Computershare, Inc., or any of its affiliates, as the transfer agent
for the Company.


 




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ARTICLE V

CONDITIONS


 


5.1          Conditions
Precedent to the Obligations of the Investors. Each Investor’s obligations to effect the Closing, including without limitation
its obligation to purchase Shares and Warrants at the Closing, are conditioned upon the fulfillment (or waiver by such Investor
in its sole and absolute discretion) of each of the following events as of the Closing Date, and the Company shall use commercially
reasonable efforts to cause each of such conditions to be satisfied:


 


(a)          Representations
and Warranties. The representations and warranties of the Company contained herein and in the other Transaction Documents shall
be true and correct in all material respects as of the date when made and as of the Closing as though made on and as of such date,
other than with respect to representations and warranties of the Company which are qualified by materiality or by Material Adverse
Effect, which shall be true and correct in all respects.


 


(b)          Performance.
The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by it at or prior to
the Closing, other than with respect to covenants, agreements and conditions of the Company which are qualified by materiality
or by Material Adverse Effect, which shall be complied with in all respects.


 


(c)          Officer’s
Certificate. The Company shall have delivered to such Investor a certificate, signed by the Chief Executive Officer and Vice
President, Finance, certifying that the conditions specified in Section 5.1(a), 5.1(b), 5.1(i), 5.1(j), 5.1(k) and 5.1(l) have
been fulfilled as of the Closing, it being understood that such Investor may rely on such certificate as though it were a representation
and warranty of the Company made herein.


 


(d)          Opinion
of Counsel. The Company shall have delivered to such Investor a legal opinion of Company Counsel, in the form of Exhibit
E, executed by such counsel and delivered to the Investors.


 


(e)          Warrants.
The Company shall have delivered to such Investor (i) one or more certificates representing Warrants, issued in the name of such
Investor, pursuant to which such Investor shall have the right to acquire such number of Warrant Shares to which such Investor
is entitled based on the number of Units to be purchased by such Investor as set forth on the Schedule of Purchasers as attached
hereto as Exhibit A, and (ii) a copy of the Transfer Agent Instructions, providing for the issuance of Shares to which such
Investor is entitled based on the number of Units to be purchased by such Investor as set forth on the Schedule of Purchasers as
attached hereto as Exhibit A.


 


(f)          Registration
Rights Agreement. The Company shall have delivered to such Investor the 2015 Amended and Restated Registration Rights Agreement,
executed by the Company.


 




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(g)          Secretary’s
Certificate. The Company shall have delivered to such Investor a certificate of the Secretary of the Company, dated as of the
Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated
by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of
the certificate of incorporation, as amended and by-laws of the Company and (c) certifying as to the signatures and authority of
persons signing the Transaction Documents and related documents on behalf of the Company.


 


(h)          Employee
Standstill Agreements. the Company shall have obtained the written agreement of the Chief Executive Officer and President of
the Company to refrain from selling shares of Common Stock for the period specified in, and in accordance with, Section 4.1(k)
hereof.


 


(i)          No
MAE. There shall have occurred no Material Adverse Effect on the Company’s consolidated business or financial condition
since the date of the Company’s most recent financial statements contained in the Disclosure Materials.


 


(j)          Continued
Listing. The Common Stock shall be traded on the OTCBB or listed on the Nasdaq Capital Market, the Nasdaq Global Market, the
Nasdaq Global Select Market, the New York Stock Exchange, or the NYSE MKT.


 


(k)          Reservation
of Shares. The Company shall have authorized and reserved for issuance the aggregate number of shares of Common Stock issuable
upon exercise of all of the Warrants to be issued at the Closing (such number to be determined without regard to any restriction
on such exercise).


 


(l)          No
Injunctions. There shall be no injunction, restraining order or decree of any nature of any court or Government Authority of
competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and
by the other Transaction Documents.


 


(m)         Waiver
of Anti-takeover Measures. The Company shall have waived any applicable anti-takeover measures under Delaware law or the Company’s
charter documents that may be triggered by the actions set forth in the Transaction Documents.


 


(n)          Consents.
The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary
for consummation of the purchase and sale of the Securities at the Closing, all of which shall be and remain so long as necessary
in full force and effect.


 


(o)          HSR
Filings. The Company and the Investors shall have made filings, if any, required by the Hart-Scott-Rodino Anti-Trust Improvements
Act, as amended


 


(p)          No
Suspensions of Trading in Common Stock. Trading in the Common Stock shall not have been suspended by the SEC or any Trading
Market (except for any suspensions of trading of not more than one Trading Day solely to permit dissemination of material information
regarding the Company) at any time since the date of execution of this Agreement, and the Common Stock shall have been at all times
since such date listed or quoted for trading on a Trading Market.


 




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(q)          Absence
of Litigation. No action, suit or proceeding by or before any court or any governmental body or authority, against the Company
or any Subsidiary or pertaining to the transactions contemplated by this Agreement or their consummation, shall have been instituted
on or before the Closing Date, which action, suit or proceeding would, if determined adversely, reasonably be expected to have
a Material Adverse Effect on the ability of the Company to consummate the transactions contemplated hereby.


 


(r)          Amendment
of Prior Securities Purchase Agreements. The Company shall provide the Investors with copies of each of the fully executed
Amended and Restated 2011 Purchase Agreement and the fully executed Amended and Restated 2013 Purchase Agreement in substantially
the forms attached hereto as Exhibits G and H. Each of the Amended and Restated Prior Agreements shall provide that (i)
the investors of the relevant Prior Securities Purchase Agreement have similar limitations on their respective put rights as set
forth for the Investors in Section 1.2(b) and (ii) with respect to the 2011 Purchase Agreement only, the anti-dilution protections
provided therein are terminated.


 


(s)          Amendment
of Prior Warrants. The Company shall provide the Investors amendments to the Prior Warrants in substantially the forms attached
hereto as Exhibits I and J providing that, following this transaction, the 2011 Investors and the 2013 Investors terminate
any anti-dilution protection that such investors may have pursuant to the Prior Warrants.


 


(t)          Stockholder
Consents. The Company shall provide the Investors a copy of a stockholder written consent in the form of Exhibit K hereto
(the “Stockholder Consent”) executed by a majority of existing holders of Common Stock in favor of immediately
increasing the Company’s authorized capital stock, and such Stockholder Consent shall be irrevocable and legally binding
in accordance with the terms thereof.


 


5.2          Conditions
Precedent to the Obligations of the Company. The obligation of the Company to sell the Securities at the Closing to any Investor
is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions with respect
to the Investor:


 


(a)          Representations
and Warranties. The representations and warranties of the Investor contained herein shall be true and correct in all material
respects as of the date when made and as of the Closing Date as though made on and as of such date, other than with respect to
representations and warranties of the Investor which are qualified by materiality or by Material Adverse Effect, which shall be
true and correct in all respects (provided, that any representation made “as of the date hereof” shall be deemed,
for purposes of this section, to be made as of the Closing Date).


 


(b)          Performance.
The Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied with by the Investor at or prior to the Closing, other
than with respect to covenants, agreements and conditions of the Investors which are qualified by materiality or by Material Adverse
Effect, which shall be complied with in all respects.


 




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(c)          Investors
Deliverables. Such Investor shall have delivered:


 


(i)          an
amount representing the number of Units to be purchased by such Investor multiplied by the Per Unit Price (the “Purchase
Price”) for the Units as set forth on the Schedule of Purchasers as attached hereto as Exhibit A in United States
dollars and in immediately available funds, by wire transfer to an account designated in writing to such Investor by the Company
for such purpose, or, in the case of Joel Ackerman and Ronnie Morris, by conversion of their convertible promissory notes dated
December 1, 2014 in the amounts set forth on the Schedule of Purchasers as attached hereto as Exhibit A;


 


(ii)         the
Investor’s signature to the 2015 Amended and Restated Registration Rights Agreement; and


 


(iii)        an
Accredited Investor Questionnaire in the form attached hereto as Exhibit D.


 


ARTICLE VI

MISCELLANEOUS


 


6.1           Termination.
This Agreement may be terminated and the sale and purchase of the Shares and the Warrants abandoned at any time prior to the Closing
by either the Company or any Investor (with respect to itself only) upon written notice to the other, if the Closing has not been
consummated on or prior to 5:00 P.M., New York City time, on the Outside Date; provided, however, that the right to terminate
this Agreement under this Section 6.1 shall not be available to any party whose failure to comply with its obligations under
this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. Nothing in this
Section 6.1 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions
of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any
other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant
to this Section 6.1, the Company shall promptly notify all non-terminating Investor. Upon a termination in accordance with
this Section 6.1, the Company and the terminating Investor(s) shall not have any further obligation or liability (including
arising from such termination) to the other, and no Investor will have any liability to any other Investor under the Transaction
Documents as a result therefrom.


 


6.2           Survival;
Severability. The representations, warranties, covenants and indemnities made by the parties herein and in the other Transaction
Documents shall survive the Closing notwithstanding any due diligence investigation made by or on behalf of the party seeking to
rely thereon. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to
be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that
in such case the parties shall negotiate in good faith to replace such provision with a new provision which is not illegal, unenforceable
or void, as long as such new provision does not materially change the economic benefits of this Agreement to the parties.


 




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6.3           Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Investors. Any Investor may assign its rights under this Agreement to any Affiliate of such Investor (including but not limited
to from NEA to New Enterprise Associates 15, L.P.); provided, (i) such transferor agrees in writing with the transferee
or assignee to assign such rights, and a copy of such agreement is furnished to the Company after such assignment, (ii) the Company
is furnished with written notice of (x) the name and address of such transferee or assignee and (y) the Registrable Securities
with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment,
the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable
state securities laws, (iv) such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions
hereof that apply to the “Investors” and (v) such transfer shall have been made in accordance with the applicable requirements
of this Agreement and with all laws applicable thereto. Notwithstanding the foregoing, in the case of a partnership distribution
by any Investor, the agreement described above may be evidenced by a unilateral instruction letter or similar notice provided by
the Investor to each transferee referencing this Agreement and informing the transferee that, by accepting the distribution of
the Securities, the transferee will be subject to the provisions and conditions specified in this Agreement if and to the extent
that such Securities continue to be restricted securities in the hands of the transferee.


 


6.4           No
Reliance. Each party acknowledges that (i) it has such knowledge in business and financial matters as to be fully capable of
evaluating this Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby, (ii) it is not
relying on any advice or representation or warranty of any other party in connection with entering into this Agreement, the other
Transaction Documents, or such transactions (other than the representations and warranties made in this Agreement or the other
Transaction Documents), (iii) it has not received from any party any assurance or guarantee as to the merits (whether legal, regulatory,
tax, financial or otherwise) of entering into this Agreement or the other Transaction Documents or the performance of its obligations
hereunder and thereunder, and (iv) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting
advisors to the extent that it has deemed necessary, and has entered into this Agreement and the other Transaction Documents based
on its own independent judgment and on the advice of its advisors as it has deemed necessary, and not on any view (whether written
or oral) expressed by any party.


 


6.5           Independent
Nature of Investors’ Obligations and Rights. The obligations of each Investor hereunder are several and not joint with
the obligations of the other Investors hereunder, and no Investor shall be responsible in any way for the performance of the obligations
of any other Investor hereunder. The Company acknowledges and agrees that nothing contained herein or in any other agreement or
document delivered at Closing, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the
Investors as a partnership, an association, a joint venture or any other kind of entity, or a “group” as described
in Section 13(d) of the Exchange Act, or create a presumption that the Investors are in any way acting in concert with respect
to such obligations or the transactions contemplated by this Agreement. Each Investor has been represented by its own separate
counsel in connection with the transactions contemplated hereby, shall be entitled to protect and enforce its rights, including
without limitation rights arising out of this Agreement or the other Transaction Documents, individually, and shall not be required
to be join any other Investor as an additional party in any proceeding for such purpose.


 




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6.6           Injunctive
Relief. The parties hereto acknowledge and agree that a breach by either of their obligations hereunder will cause irreparable
harm the other party and that the remedy or remedies at law for any such breach will be inadequate and agrees, in the event of
any such breach, in addition to all other available remedies, the non-breaching party shall be entitled to an injunction restraining
any breach and requiring immediate and specific performance of such obligations.


 


6.7           Investors’
Trading Activity. The Company acknowledges that, following the filing of the Current Report on Form 8-K described in paragraph
4.1 above, each Investor shall have the right to purchase or sell, long or short, Common Stock and instruments or contracts whose
value is derived from the market value of the Common Stock, and that sales of or certain derivative transactions relating to the
Common Stock may have a negative impact on the market price of the Common Stock.


 


6.8           No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that
each indemnified party is an intended third party beneficiary of Sections 4.14 and 4.15 and (in each case) may enforce
the provisions of such Sections directly against the parties with obligations thereunder.


 


6.9           Governing
Law; Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of New York applicable to
contracts made and to be performed entirely within the State of New York. Each party hereby irrevocably submits to the nonexclusive
jurisdiction of the state and federal courts sitting in the City and County of New York for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby and hereby irrevocably waives, and agrees not to
assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted by law. In any action, suit or proceeding in any
jurisdiction brought by any party against any other party, the parties each knowingly and intentionally, to the greatest extent
permitted by applicable law, hereby absolutely, unconditionally, irrevocably and expressly waives forever trial by jury.


 




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6.10         Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement, provided that, upon Closing, the Company
shall reimburse NEA for reasonable consulting, legal and other out of pocket expenses related to its investment and due diligence
pursuant to this Agreement up to a maximum of fifty thousand dollars ($50,000).


 


6.11         Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile or email at the facsimile number or email address specified in this Section prior to 6:30 p.m. (New York City time)
on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile
or email at the facsimile number or email address specified in this Section on a day that is not a Trading Day or later than 6:30
p.m. (New York City time) on any Trading Day, (c) the Trading Day following the date of deposit with a nationally recognized overnight
courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The addresses, facsimile
numbers and email addresses for such notices and communications are those set forth on the Schedule of Purchasers, or such other
address or facsimile number as may be designated in writing hereafter, in the same manner, by any such Person.


 


6.12         Amendments;
Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment,
by (i) the Company, (ii) NEA, so long as it holds at least twenty-five percent (25%) of the original Shares purchased under this
Agreement, and (iii) the Investors holding a majority of the Shares and Warrant Shares into which all of the Warrants then outstanding
are exercisable (without regard to any limitation on such exercise) or, in the case of a waiver, by the party against whom enforcement
of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair
the exercise of any such right. Any notice to the Company shall be delivered to Joel Ackerman, Chief Executive Officer, Champions
Oncology, Inc., One University Plaza Suite 307, Hackensack, NJ 07601 Fax (201) 357-5216 and jackerman@championsoncology.com.


 


6.13         Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
the Transaction Documents, whenever any Investor exercises a right, election, demand or option owed to such Investor by the Company
under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided,
then, prior to the performance by the Company of the Company’s related obligation, such Investor may rescind or withdraw,
in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or
in part without prejudice to its future actions and rights.


 




    	43



    	 



    

 


6.14         Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction and the execution by the holder thereof of a customary lost certificate affidavit of that fact and an agreement
to indemnify and hold harmless the Company for any losses in connection therewith. The applicants for a new certificate or instrument
under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Securities.


 


6.15         Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Investors and the Company will be entitled to seek specific performance under the Transaction Documents. The parties agree
that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in
the foregoing sentence and hereby agree to waive in any action for specific performance of any such obligation (other than in connection
with any action for a temporary restraining order) the defense that a remedy at law would be adequate.


 


6.16         Payment
Set Aside. To the extent that the Company makes a payment or payments to any Investor hereunder or any Investor enforces or
exercises its rights hereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required
to be refunded, repaid or otherwise restored to the Company by a trustee, receiver or any other person under any law (including,
without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any
such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


6.17         Adjustments
in Share Numbers and Prices. In the event of any stock split, subdivision, dividend or distribution payable in shares of Common
Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares
of Common Stock), combination or other similar recapitalization or event occurring after the date hereof, each reference in any
Transaction Document to a number of shares or a price per share shall be amended to appropriately account for such event.


 


6.18         Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile transmission. In the event
that any signature is delivered by facsimile transmission or email attachment, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile
or email-attached signature page were an original thereof.


 


6.19         Headings.
The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this
Agreement. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual
intent, and no rules of strict construction will be applied against any party.


 




    	44



    	 



    

 


6.20         Confidentiality.
No party to this Agreement shall make any public announcement of the existence or content of any of the Transaction Documents without
the prior written consent of each other party, except as required by law.


 


6.21         Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with
respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after
the Closing, and without further consideration, the Company will execute and deliver to the Investors such further documents as
may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.


 


SIGNATURE PAGES TO FOLLOW


 




    	45



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	 	CHAMPIONS ONCOLOGY, INC.
	 	 	 
	 	By:	/s/ Joel Ackerman
	 	 	Joel Ackerman
	 	 	Chief Executive Officer
	 	 	 
	 	Address for Notice:
	 	 
	 	One University Plaza
	 	Suite 307
	 	Hackensack, NJ 07601
	 	Tel: (201) 808-8400
	 	Fax: (201) 357-5216
	 	Attn: Joel Ackerman
	 	 
	 	With a copy to:
	 	 
	 	Epstein, Becker & Green, P.C.
	 	1227 25th Street NW
	 	Washington, DC 20037
	 	Tel: (202) 861-1840
	 	Fax: (202) 861-3070
	 	Attn: Christopher Locke, Esq.


 


[Company Signature Page to Securities Purchase
Agreement]


 




    	 



    	 



    

 


[Investor Signature Page]


 


By its execution and delivery of this signature
page, the undersigned Investor hereby joins in and agrees to be bound by the terms and conditions of the Securities Purchase Agreement
dated as of the date first set above (the “Purchase Agreement”) by and among Champions Oncology, Inc. and the
Investors (as defined therein), as to the number of Securities (as defined therein) set forth on Exhibit A of the Purchase
Agreement, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.


 


	FOR ENTITY INVESTORS:	 	FOR INDIVIDUAL INVESTORS:
	 	 	 
	 	 	Signature:	/s/ Joel Ackerman
	[Name of Entity]	 	Name: Joel Ackerman


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


	Number of Units Subscribed for:	2,710,526	 


 


	 	Address:
	 	 
	 	Telephone No.:
	 	 
	 	Facsimile No.:
	 	 
	 	Email Address:


 


Delivery Instructions (if different than above):


 


c/o:


Address:


 


Telephone No.: 


 


Facsimile No.:


 


Other Special Instructions:


 


[Investor Signature Page to Securities Purchase
Agreement]


 




    	 



    	 



    

 


[Investor Signature Page]


 


By its execution and delivery of this signature
page, the undersigned Investor hereby joins in and agrees to be bound by the terms and conditions of the Securities Purchase Agreement
dated as of the date first set above (the “Purchase Agreement”) by and among Champions Oncology, Inc. and the
Investors (as defined therein), as to the number of Securities (as defined therein) set forth on Exhibit A of the Purchase
Agreement, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.


 


	FOR ENTITY INVESTORS:	 	FOR INDIVIDUAL INVESTORS:
	 	 	 
	 	 	Signature:	/s/ Ronnie Morris
	[Name of Entity]	 	Name: Ronnie Morris


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


	Number of Units Subscribed for:	2,710,526	 


 


	 	Address:
	 	 
	 	Telephone No.:
	 	 
	 	Facsimile No.:
	 	 
	 	Email Address:


 


Delivery Instructions (if different than above):


 


c/o:


Address:


 


Telephone No.: 


 


Facsimile No.:


 


Other Special Instructions:


 


[Investor Signature Page to Securities Purchase
Agreement]


 




    	 



    	 



    

 


[Investor Signature Page]


 


By its execution and delivery of this signature
page, the undersigned Investor hereby joins in and agrees to be bound by the terms and conditions of the Securities Purchase Agreement
dated as of the date first set above (the “Purchase Agreement”) by and among Champions Oncology, Inc. and the
Investors (as defined therein), as to the number of Securities (as defined therein) set forth on Exhibit A of the Purchase
Agreement, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.


 


	FOR ENTITY INVESTORS:	 	FOR INDIVIDUAL INVESTORS:
	 	 	 
	 	 	Signature:	/s/ Daniel Mendelson
	[Name of Entity]	 	Name: Daniel Mendelson


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


	Number of Units Subscribed for:	750,000	 


 


	 	Address:
	 	 
	 	Telephone No.:
	 	 
	 	Facsimile No.:
	 	 
	 	Email Address:


 


Delivery Instructions (if different than above):


 


c/o:


Address:


 


Telephone No.: 


 


Facsimile No.:


 


Other Special Instructions:


 


[Investor Signature Page to Securities Purchase
Agreement]


 




    	 



    	 



    

 


[Investor Signature Page]


 


By its execution and delivery of this signature
page, the undersigned Investor hereby joins in and agrees to be bound by the terms and conditions of the Securities Purchase Agreement
dated as of the date first set above (the “Purchase Agreement”) by and among Champions Oncology, Inc. and the
Investors (as defined therein), as to the number of Securities (as defined therein) set forth on Exhibit A of the Purchase
Agreement, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.


 


	FOR ENTITY INVESTORS:	 	FOR INDIVIDUAL INVESTORS:
	 	 	 
	 	 	Signature:	/s/ Richard Molinsky
	[Name of Entity]	 	Name: Richard Molinsky


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


	Number of Units Subscribed for:	62,500	 


 


	 	Address:
	 	 
	 	Telephone No.:
	 	 
	 	Facsimile No.:
	 	 
	 	Email Address:


 


Delivery Instructions (if different than above):


 


c/o:


Address:


 


Telephone No.: 


 


Facsimile No.:


 


Other Special Instructions:


 


[Investor Signature Page to Securities Purchase
Agreement]


 




    	 



    	 



    

 


[Investor Signature Page]


 


By its execution and delivery of this signature
page, the undersigned Investor hereby joins in and agrees to be bound by the terms and conditions of the Securities Purchase Agreement
dated as of the date first set above (the “Purchase Agreement”) by and among Champions Oncology, Inc. and the
Investors (as defined therein), as to the number of Securities (as defined therein) set forth on Exhibit A of the Purchase
Agreement, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.


 


	FOR ENTITY INVESTORS:	 	FOR INDIVIDUAL INVESTORS:
	 	 	 
	 	 	Signature:	/s/ Samuel Morse
	[Name of Entity]	 	Name: Samuel Morse


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


	Number of Units Subscribed for:	187,500	 


 


	 	Address:
	 	 
	 	Telephone No.:
	 	 
	 	Facsimile No.:
	 	 
	 	Email Address:


 


Delivery Instructions (if different than above):


 


c/o:


Address:


 


Telephone No.: 


 


Facsimile No.:


 


Other Special Instructions:


 


[Investor Signature Page to Securities Purchase
Agreement]


 




    	 



    	 



    

 


[Investor Signature Page]


 


By its execution and delivery of this signature
page, the undersigned Investor hereby joins in and agrees to be bound by the terms and conditions of the Securities Purchase Agreement
dated as of the date first set above (the “Purchase Agreement”) by and among Champions Oncology, Inc. and the
Investors (as defined therein), as to the number of Securities (as defined therein) set forth on Exhibit A of the Purchase
Agreement, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.


 


	FOR ENTITY INVESTORS:	FOR INDIVIDUAL INVESTORS:
	 	 
	New Enterprise Associates 14, L.P.	Signature: ___________________________
	[Name of Entity]	Name: ______________________________


 


	By:	/s/ Louis S. Citron	 
	Name:	Louis S. Citron	 
	Title:	Chief Legal Officer	 


 


	Number of Units Subscribed for:	18,750,000	 


 


	 	Address:
	 	 
	 	Telephone No.:
	 	 
	 	Facsimile No.:
	 	 
	 	Email Address:


 


Delivery Instructions (if different than above):


 


c/o:


Address:


 


Telephone No.: 


 


Facsimile No.:


 


Other Special Instructions:


 


[Investor Signature Page to Securities Purchase
Agreement]


 




    	 



    	 



    

 


[Investor Signature Page]


 


By its execution and delivery of this signature
page, the undersigned Investor hereby joins in and agrees to be bound by the terms and conditions of the Securities Purchase Agreement
dated as of the date first set above (the “Purchase Agreement”) by and among Champions Oncology, Inc. and the
Investors (as defined therein), as to the number of Securities (as defined therein) set forth on Exhibit A of the Purchase
Agreement, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.


 


	FOR ENTITY INVESTORS:	FOR INDIVIDUAL INVESTORS:
	 	 
	BATTERY VENTURES IX, L.P.	Signature: ___________________________
	[Name of Entity]	Name: ______________________________


 


	By:	Battery Partners IX, LLC, its general partner	 
	 	By:	/s/ Jesse Feldman	 
	 	 	Name: Jesse Feldman	 
	 	 	Title:  Managing Member	 


 


	Number of Units Subscribed for:	6,188,125	 


 


	 	Address:
	 	 
	 	Telephone No.:
	 	 
	 	Facsimile No.:
	 	 
	 	Email Address:


 


Delivery Instructions (if different than above):


 


c/o:


Address:


 


Telephone No.: 


 


Facsimile No.:


 


Other Special Instructions:


 


[Investor Signature Page to Securities Purchase
Agreement]


 




    	 



    	 



    

 


[Investor Signature Page]


 


By its execution and delivery of this signature
page, the undersigned Investor hereby joins in and agrees to be bound by the terms and conditions of the Securities Purchase Agreement
dated as of the date first set above (the “Purchase Agreement”) by and among Champions Oncology, Inc. and the
Investors (as defined therein), as to the number of Securities (as defined therein) set forth on Exhibit A of the Purchase
Agreement, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.


 


	FOR ENTITY INVESTORS:	FOR INDIVIDUAL INVESTORS:
	 	 
	BATTERY INVESTMENT PARTNERS	 
	IX, L.P.	Signature: ___________________________
	[Name of Entity]	Name: ______________________________


 


	By:	Battery Partners IX, LLC, its managing member	 
	 	By:	/s/ Jesse Feldman	 
	 	 	Name: Jesse Feldman	 
	 	 	Title:  Managing Member	 


 


	Number of Units Subscribed for:	61,875	 


 


	 	Address:
	 	 
	 	Telephone No.:
	 	 
	 	Facsimile No.:
	 	 
	 	Email Address:


 


Delivery Instructions (if different than above):


 


c/o:


Address:


 


Telephone No.: 


 


Facsimile No.:


 


Other Special Instructions:


 


[Investor Signature Page to Securities Purchase
Agreement]


 




    	 



    	 



    

 


[Investor Signature Page]


 


By its execution and delivery of this signature
page, the undersigned Investor hereby joins in and agrees to be bound by the terms and conditions of the Securities Purchase Agreement
dated as of the date first set above (the “Purchase Agreement”) by and among Champions Oncology, Inc. and the
Investors (as defined therein), as to the number of Securities (as defined therein) set forth on Exhibit A of the Purchase
Agreement, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.


 


	FOR ENTITY INVESTORS:	FOR INDIVIDUAL INVESTORS:
	 	 
	Perceptive Life Sciences Master Fund, Ltd.	Signature: ___________________________
	[Name of Entity]	Name: ______________________________


 


	By:	/s/ James Mannix	 
	Name:	James Mannix	 
	Title:	COO	 


 


	Number of Units Subscribed for:	2,143,750	 


 


	 	Address:
	 	 
	 	Telephone No.:
	 	 
	 	Facsimile No.:
	 	 
	 	Email Address:


 


Delivery Instructions (if different than above):


 


c/o:


Address:


 


Telephone No.: 


 


Facsimile No.:


 


Other Special Instructions:


 


[Investor Signature Page to Securities Purchase
Agreement]


 




    	 



    	 



    

 


[Investor Signature Page]


 


By its execution and delivery of this signature
page, the undersigned Investor hereby joins in and agrees to be bound by the terms and conditions of the Securities Purchase Agreement
dated as of the date first set above (the “Purchase Agreement”) by and among Champions Oncology, Inc. and the
Investors (as defined therein), as to the number of Securities (as defined therein) set forth on Exhibit A of the Purchase
Agreement, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.


 


	FOR ENTITY INVESTORS:	FOR INDIVIDUAL INVESTORS:
	 	 
	Titan Perc, Ltd.	Signature: ___________________________
	[Name of Entity]	Name: ______________________________


 


	By:	/s/ Darren Ross	 
	Name:	Darren Ross	 
	Title:	Director	 


 


	Number of Units Subscribed for:	356,250	 


 


	 	Address:
	 	 
	 	Telephone No.:
	 	 
	 	Facsimile No.:
	 	 
	 	Email Address:


 


Delivery Instructions (if different than above):


 


c/o:


Address:


 


Telephone No.: 


 


Facsimile No.:


 


Other Special Instructions:


 


[Investor Signature Page to Securities Purchase
Agreement]


 




    	 



    	 



    

 


[Investor Signature Page]


 


By its execution and delivery of this signature
page, the undersigned Investor hereby joins in and agrees to be bound by the terms and conditions of the Securities Purchase Agreement
dated as of the date first set above (the “Purchase Agreement”) by and among Champions Oncology, Inc. and the
Investors (as defined therein), as to the number of Securities (as defined therein) set forth on Exhibit A of the Purchase
Agreement, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.


 


	FOR ENTITY INVESTORS:	FOR INDIVIDUAL INVESTORS:
	 	 
	Sabby Healthcare Master Fund, Ltd.	Signature: ___________________________
	[Name of Entity]	Name: ______________________________


 


	By:	/s/ Robert Grundstoin	 
	Name:	Robert Grundstoin	 
	Title:	COO of Investment Manager	 


 


	Number of Units Subscribed for:	1,350,000	 


 


	 	Address:
	 	 
	 	Telephone No.:
	 	 
	 	Facsimile No.:
	 	 
	 	Email Address:


 


Delivery Instructions (if different than above):


 


c/o:


Address:


 


Telephone No.: 


 


Facsimile No.:


 


Other Special Instructions:


 


[Investor Signature Page to Securities Purchase
Agreement]


 




    	 



    	 



    

 


EXHIBITS


 


		A	Schedule of Purchasers



 


		B	Form of Warrant



 


		C	2015 Amended and Restated Registration Rights Agreement



 


		D	Accredited Investor Questionnaire



 


		E	Opinion of Company Counsel



 


		F	Transfer Agent Instructions



 


		G	Amended and Restated 2011 Purchase Agreement



 


		H	Amended and Restated 2013 Purchase Agreement



 


		I	Amendment to 2011 Warrant



 


		J	Amendment to 2013 Warrant



 


		K	Stockholder Consents



 




    	 



    	 



    

 


EXHIBIT A




SCHEDULE OF PURCHASERS


 


	Investor Name	 	Units
 Purchased	 	 	Common  Shares
 Purchased	 	 	Warrant Shares
 Issued	 	 	Aggregate
 Purchase Price	 
	New Enterprise Associates 14, L.P.	 	 	18,750,000	 	 	 	18,750,000	 	 	 	10,312,500	 	 	$	7,500,000.00	 
	Battery Ventures IX, L.P.	 	 	6,188,125	 	 	 	6,188,125	 	 	 	3,403,469	 	 	$	2,475,250.00	 
	Battery Investment Partners IX, LLC	 	 	61,875	 	 	 	61,875	 	 	 	34,031	 	 	$	24,750.00	 
	Perceptive Life Sciences Master Fund, Ltd.	 	 	2,143,750	 	 	 	2,143,750	 	 	 	1,179,063	 	 	$	857,500.00	 
	Titan Perc, Ltd.	 	 	356,250	 	 	 	356,250	 	 	 	195,937	 	 	$	142,500.00	 
	Sabby Healthcare Master Fund, Ltd.	 	 	1,350,000	 	 	 	1,350,000	 	 	 	742,500	 	 	$	540,000.00	 
	Ronnie Morris	 	 	2,710,526	 	 	 	2,710,526	 	 	 	1,490,789	 	 	$	1,030,000.00	 
	Joel Ackerman	 	 	2,710,526	 	 	 	2,710,526	 	 	 	1,490,789	 	 	$	1,030,000.00	 
	Daniel Mendelson	 	 	750,000	 	 	 	750,000	 	 	 	412,500	 	 	$	300,000.00	 
	Rich Molinsky	 	 	62,500	 	 	 	62,500	 	 	 	34,375	 	 	$	25,000.00	 
	Sam Morse	 	 	187,500	 	 	 	187,500	 	 	 	103,125	 	 	$	75,000.00	 
	TOTALS	 	 	35,271,052	 	 	 	35,271,052	 	 	 	19,399,078	 	 	$	14,000,000.00	 



 




    	 



    	 



    

 


EXHIBIT B


 


FORM OF WARRANT


 




    	 



    	 



    

 









 


EXHIBIT C


 


2015 AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT


 




    	 



    	 



    

 


EXHIBIT D


 


ACCREDITED INVESTOR
QUESTIONNAIRE


 




    	 



    	 



    

 


EXHIBIT E


 


OPINION OF COMPANY
COUNSEL


 




    	 



    	 



    

 


EXHIBIT F


 


TRANSFER AGENT INSTRUCTIONS


 




    	 



    	 



    

 


EXHIBIT G


 


AMENDED AND RESTATED
2011 PURCHASE AGREEMENT


 




    	 



    	 



    

 


EXHIBIT H


 


AMENDED AND RESTATED
2011 PURCHASE AGREEMENT


 




    	 



    	 



    

 


EXHIBIT I


 


AMENDMENT TO 2011 WARRANT


 




    	 



    	 



    

 


EXHIBIT J


 


AMENDMENT TO 2013 WARRANT


 




    	 



    	 



    

 


EXHIBIT K


 


STOCKHOLDER CONSENT


 




    	 



    	 



    

 


SCHEDULES


 


		3.1(h)	Capitalization; Debt Schedule



 


		3.1(k)	Compliance



 


		3.1(o)	Registration Rights



 


		3.1(p)	Fees



 




    	 



    	 



    

 


SCHEDULE 3.1(h)


 


CAPITALIZATION; DEBT


 


Conversion of Promissory Notes


 


Joel Ackerman and Ronnie Morris, both of
whom are Investors to the Agreement, will be converting their promissory notes with the Company as consideration for the Units
that they will each receive pursuant to the Agreement. The promissory notes convert into 2,710,526 Units for each of Mr. Ackerman
and Dr. Morris.


 


Equity Incentives


 


Options to acquire 23,990,007 shares of
Common Stock have been granted and are outstanding pursuant to the Company’s 2008 and 2010 Equity Incentive Plans (the “Equity
Incentive Plans”).


 


Following the announcement of the Closing, the Company plans
to offer certain employees the opportunity to exchange previously granted stock options.  The option exchange will allow such
employees to exchange a number of previously granted stock options for new stock options at an exercise price equal to the market
price of the Company’s Common Stock on the date of the new grant.  The number of shares of Common Stock underlying such new stock
options will be calculated based on a value-for-value exchange using the Black-Scholes Model.


 


The Company’s employment agreements
with each of Joel Ackerman and Ronnie Morris provide for annual salaries of $325,000.00 and $305,000.00, respectively, of which,
for the period between November 2014 and November 2015, $216,000.00 and $196,000.00 was to be paid in cash to Mr. Ackerman and
Dr. Morris, respectively, with the remainder of their annual salaries to be paid in the form of stock options. To conserve its
cash flow, the Company and each of Mr. Ackerman and Dr. Morris plan to amend such employment agreements to provide that for such
period, the annual salaries of Mr. Ackerman and Dr. Morris will be entirely paid in the form of stock options. The Company expects
the amendments to these employment agreements and the grant of the stock options to take effect following the announcement of the
Closing.


 


Anti-Dilution Rights of Investors to
the Prior Securities Purchase Agreements


 


Warrants issued to the 2011 Investors and the 2013 Investors
have anti-dilution protections, and the 2011 Investors have additional anti-dilution protections pursuant to the 2011 Purchase
Agreement. Upon consummation of the sale of the Units contemplated by the Agreement and effectiveness of the amended and restated
agreements attached as Exhibits G and H, the Company will issue 1,865,853 additional shares of Common Stock to the 2011
Investors, and the number of shares of Common Stock purchasable upon exercise of warrants held by the 2011 Investors and the 2013
Investors will be increased to an aggregate of 5,919,003, with the exercise price of such warrants being reduced to $0.40 per share.


 


The 2011 Investors and the 2013 Investors
have put rights, similar to the Put Rights of the Investors, requiring the Company to repurchase shares of Common Stock under certain
circumstances.


 






    	 



    	 



    

 


Preemptive Rights


 


Each investor to the 2011 Purchase Agreement
and investors to the 2013 Purchase Agreement that did not meet the 2013 Threshold Amount were given the right to participate in
the next Subsequent Financing following their investment pursuant to the 2011 Purchase Agreement and the 2013 Purchase Agreement,
as the case may be, so long as such investor agreed to participate in such Subsequent Financing for such investor’s full
pro rata amount. If an investor failed to participate on these terms, such investor’s preemptive right terminated with respect
to a Subsequent Financing. There are no investors to the Prior Securities Purchase Agreements who are not an Investor to the Agreement
that continue to have these preemptive rights.


 


Authorized Capital


 


The authorized capital stock of the Company
consists of 125,000,000 shares of Common Stock, of which 70,125,836 shares are issued and 66,889,600 shares are outstanding immediately
prior to the issuance of the Units to the Investors pursuant to the Agreement.


 


Upon consummation of the sale of the Units contemplated by the
Agreement, the Company will not have enough authorized capital stock reserved for the issuance of the aggregate of the Warrant
Shares, shares of Common Stock issued upon exercise of warrants held by 2011 Investors and 2013 Investors, and shares of Common
Stock issued upon exercise of stock options granted pursuant to the Equity Incentive Plans. As a result, in order to have a sufficient
Reserved Amount pursuant to Section 4.7(a) of the Agreement, certain members of the Board of Directors of the Company, Key
Employees and certain 2011 Investors and 2013 Investors have agreed not to exercise a number of shares underlying stock options
and warrants until the Company has enough authorized capital stock reserved for issuance in connection with all of the Company’s
issued securities.


 




    	 



    	 



    

 


SCHEDULE 3.1(k)


 


COMPLIANCE


 


As discussed in more detail in Schedule
3.1(h), upon consummation of the sale of the Units contemplated by the Agreement, the Company will not have enough shares of Common
Stock reserved for issuance to those certain members of the Board of Directors of the Company, Key Employees and investors to the
Prior Securities Purchase Agreements that have agreed not to exercise a number of stock options and warrants to allow the Company
to have a sufficient Reserved Amount pursuant to Section 4.7(a) of the Agreement.


 


The Company has obtained board and shareholder approval to increase
its authorized shares of Common Stock to two hundred million (200,000,000). The Company plans to file an information statement
with the SEC with respect to this shareholder approval. Upon effectiveness of the Company’s certificate of amendment to its
certificate of incorporation increasing the number of authorized shares of Common Stock to two hundred million (200,000,000), the
Company will not be in any violation of the stock options or warrants held by those certain members of the Board of Directors of
the Company, Key Employees and investors to the Prior Securities Purchase Agreements that have agreed not to exercise a number
of stock options and warrants to allow for the Company to have a sufficient Reserved Amount pursuant to Section 4.7(a) of
the Agreement.


 




    	 



    	 



    

 


SCHEDULE 3.1(o)


 


REGISTRATION RIGHTS 


 


The parties to the Amended and Restated Registration Rights
Agreement, dated January 28, 2013, have certain demand registration rights with respect to shares of Common Stock and shares of
Common Stock issuable upon exercise of warrants held by such parties, including certain piggyback registration rights. This agreement
will be amended and restated in its entirety upon the effectiveness of the Amended and Restated Registration Rights Agreement in
the form attached to the Agreement as Exhibit C.


 




    	 



    	 



    

 


SCHEDULE 3.1(p)


 


FEES


 


In connection with their services, the Company has agreed to
pay the Agent seven percent (7%) of the Purchase Price paid by Investors, other than Battery or Investors who are Key Employees.
In addition, the Company has agreed to reimburse the Agent for reasonable consulting, legal and other out of pocket expenses related
to its investment and due diligence pursuant to the Agreement up to a maximum of fifty thousand dollars ($50,000.00).