Exhibit 10.3


 


VOTING
AGREEMENT


 


This
Voting Agreement (this “Voting Agreement”) is being delivered to you in connection with an understanding by and between
OncoSec Medical Incorporated, a Nevada corporation (the “Company”), and the person or persons named on the signature
pages hereto (collectively, the “Holder”).


 


Reference
is hereby made to the public offering (the “Offering”) of securities of the Company, including shares of common stock,
par value $0.0001 per share, of the Company (the “Common Stock”) and/or pre-funded warrants to purchase Common Stock
and warrants to purchase Common Stock (the “Securities”) pursuant to the registration statement on Form S-1 (File
No. 333-268081) (“Registration Statement”). The Company is requiring a voting agreement in substance the same as this
Voting Agreement from all purchasers of Securities in the Offering (each, a “Purchaser”).


 


The
Holder agrees to vote all shares of Common Stock it beneficially owns on and after the closing date of the Offering (such date, the “Closing
Date”), including the Securities, in favor of all of the proposals presented to the stockholders of the Company, as described
in the Company’s preliminary proxy statement filed on Schedule 14A, as filed with the U.S. Securities and Exchange Commission on
or about the Closing Date.


 


Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Voting Agreement must be
in writing and shall be delivered to the Holder at the e-mail address or facsimile number on the signature page hereto.


 


This
Voting Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all
prior negotiations, letters and understandings relating to the subject matter hereof and are fully binding on the parties hereto.


 


This
Voting Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and
all such counterparts shall constitute one and the same instrument. This Voting Agreement may be executed and accepted by facsimile or
PDF signature and any such signature shall be of the same force and effect as an original signature.


 


The
terms of this Voting Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective
successors and assigns.


 


This
Voting Agreement may not be amended or modified except in writing signed by each of the parties hereto.


 


All
questions concerning the construction, validity, enforcement and interpretation of this Voting Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.


 


Each
party hereto acknowledges that, in view of the uniqueness of the transactions contemplated by this Voting Agreement, the other party
or parties hereto will not have an adequate remedy at law for money damages in the event that this Voting Agreement has not been performed
in accordance with its terms, and therefore agrees that such other party or parties shall be entitled to seek specific enforcement of
the terms hereof in addition to any other remedy it may seek, at law or in equity.


 




    	 



    	 



    

 


The
obligations of the Holder under this Voting Agreement are several and not joint with the obligations of any other holder of any of the
Securities issued under the Registration Statement (each, an “Other Holder”), and the Holder shall not be responsible
in any way for the performance of the obligations of any Other Holder under any such other agreement. Nothing contained in this Voting
Agreement, and no action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and Other Holders as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Holder and the Other Holders are in any
way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Voting Agreement and the
Company acknowledges that the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or
the transactions contemplated by this Voting Agreement or any other agreement. The Company and the Holder confirm that the Holder has
independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors.
The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of
this Voting Agreement, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for such
purpose.


 


The
Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the
terms offered to any Other Holder with respect to any restrictions on the sale of Securities substantially in the form of this Voting
Agreement (or any amendment, modification, waiver or release thereof) (each an “Other Agreement”), is or will be more
favorable to such Other Holder than those of the Holder and this Voting Agreement, and the Company agrees to use reasonable best efforts
to enforce the terms of any Other Agreement. If, and whenever on or after the date hereof, the Company enters into an Other Agreement
with terms that are materially different from this Voting Agreement, then (i) the Company shall provide notice thereof to the Holder
promptly following the occurrence thereof and (ii) the terms and conditions of this Voting Agreement shall be, without any further action
by the Holder or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Holder
shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Other Agreement; provided
that, upon written notice to the Company, at any time the Holder may elect not to accept the benefit of any such amended or modified
term or condition, in which event the term or condition contained in this Voting Agreement shall apply to the Holder as it was in effect
immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Holder. The
provisions of this paragraph shall apply similarly and equally to each Other Agreement.


 


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The
parties hereto have executed this Voting Agreement as of the date first set forth above.


 


	ONCOSEC
    MEDICAL INCORPORATED	 
	 	 	 
	By:	               	 
	Name:	 	 
	Title:	 	 
	E-mail:	 	 
	Facsimile:	 	 


 


[Signature
Page to ONCS Voting Agreement]


 




    	 



    	 



    

 


The
parties hereto have executed this Voting Agreement as of the date first set forth above.


 


	Agreed to and Acknowledged:	 
	 	 	 
	HOLDER	         	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	E-mail:	 	 
	Facsimile:	 	 


 


[Signature
Page to ONCS Voting Agreement]