EXHIBIT 10.11


 


THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT
AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER. 


 


WARRANT 


 


TO PURCHASE COMMON STOCK 


 


OF 


 


CHAMPIONS ONCOLOGY, INC. 


 


	Issue Date: [__]	 	Warrant No. [__]


 


THIS CERTIFIES that
[               ] or any subsequent holder hereof (the
“Holder”), has the right to purchase from CHAMPIONS ONCOLOGY, INC., a Delaware corporation (the “Company”),
upon the terms and subject to the limitations on exercise and conditions hereinafter set forth, up to [          ]
fully paid and nonassessable shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”),
subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time and
from time to time beginning on the date on which this Warrant is originally issued (the “Issue Date”) and ending
at 6:00 p.m., eastern time, on the date that is the fifth (5th) anniversary of the Issue Date (or, if such date is not
a Business Day, on the Business Day immediately following such date) (the “Expiration Date”). This Warrant is
issued pursuant to a Securities Purchase Agreement, dated as of March 24, 2011 (the “Securities Purchase Agreement”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Securities Purchase
Agreement.


 


1.            Exercise.


 


(a)          Right
to Exercise; Exercise Price. The Holder shall have the right to exercise this Warrant at any time and from time to time during
the period beginning on the Issue Date and ending on the Expiration Date as to all or any part of the shares of Common Stock covered
hereby (the “Warrant Shares”). The “Exercise Price” for each Warrant Share purchased by the
Holder upon the exercise of this Warrant shall be equal to $0.90, subject to adjustment for the events specified in Section 5 below.


 




    	 



    	 



    

 


(b)          Exercise
Notice. In order to exercise this Warrant, the Holder shall send to the Company by facsimile transmission, at any time prior
to 6:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”),
(i) a notice of exercise in substantially the form attached hereto as Exhibit A (the “Exercise Notice”), and
(ii) a copy of the original Warrant, and, in the case of a Cash Exercise (as defined below), the Holder shall pay the Exercise
Price to the Company by wire transfer. The Exercise Notice shall state the name or names in which the shares of Common Stock that
are issuable on such exercise shall be issued. In the case of a dispute between the Company and the Holder as to the calculation
of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any
adjustment pursuant to Section 5 below), the Company shall issue to the Holder the number of Warrant Shares that are not disputed
within the time periods specified in Section 2 below and shall submit the disputed calculations to a certified public accounting
firm of national recognition (other than the Company’s regularly retained accountants) within three (3) Business Days following
the Company’s receipt of the Holder’s Exercise Notice. The Company shall cause such accountant to calculate the Exercise
Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing
no later than three (3) Business Days following the day on which such accountant received the disputed calculations (the “Dispute
Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such
accountant shall be borne by the party whose calculations were most at variance with those of such accountant.


 


(c)          Holder
of Record. The Holder shall, for all purposes, be deemed to have become the holder of record of the Warrant Shares specified
in an Exercise Notice on the Exercise Date specified therein, irrespective of the date of delivery of such Warrant Shares. Except
as specifically provided herein, nothing in this Warrant shall be construed as conferring upon the Holder hereof any rights as
a stockholder of the Company prior to the Exercise Date.


 


(d)          Cancellation
of Warrant. This Warrant shall be canceled upon its exercise in full and, if this Warrant is exercised in part, the Company
shall, at the time that it delivers Warrant Shares to the Holder pursuant to such exercise as provided herein, issue a new warrant,
and deliver to the Holder a certificate representing such new warrant, with terms identical in all respects to this Warrant (except
that such new warrant shall be exercisable into the number of shares of Common Stock with respect to which this Warrant shall remain
unexercised); provided, however, that the Holder shall be entitled to exercise all or any portion of such new warrant at
any time following the time at which this Warrant is exercised, regardless of whether the Company has actually issued such new
warrant or delivered to the Holder a certificate therefor.


 




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2.            Delivery
of Warrant Shares Upon Exercise. Upon receipt of an Exercise Notice pursuant to Section 1 above, the Company shall, (A) in
the case of a Cash Exercise, no later than the close of business on the later to occur of (i) the third (3rd) Business Day following
the Exercise Date set forth in such Exercise Notice and (ii) such later date on which the Company shall have received payment of
the Exercise Price, (B) in the case of a Cashless Exercise (as defined below), no later than the close of business on the third
(3rd) Business Day following the Exercise Date set forth in such Exercise Notice, and (C) with respect to Warrant Shares that are
the subject of a Dispute Procedure, the close of business on the third (3rd) Business Day following the determination made pursuant
to Section 1(b) (each of the dates specified in (A), (B) or (C) being referred to as a “Delivery Date”), issue
and deliver or caused to be delivered to the Holder the number of Warrant Shares as shall be determined as provided herein. As
long as the Company’s transfer agent (“Transfer Agent”) participates in the Depository Trust Company (“DTC”)
Fast Automated Securities Transfer program (“FAST”) or the Deposit Withdrawal at Agent Commission (“DWAC”)
system, and except as otherwise provided in the next following sentence of this Section 2, the Company shall effect delivery of
Warrant Shares to the Holder by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Exercise
Notice) with the number of Warrant Shares required to be delivered, no later than the close of business on such Delivery Date.
In the event that the Transfer Agent is not a participant in FAST, or if the Warrant Shares are not otherwise eligible for delivery
through FAST, or if the Holder so specifies in an Exercise Notice or otherwise in writing on or before the Exercise Date, the Company
shall effect delivery of Warrant Shares by delivering to the Holder or its nominee physical certificates representing such Warrant
Shares, no later than the close of business on such Delivery Date. Warrant Shares delivered to the Holder shall not contain any
restrictive legend as long as the resale of such Warrant Shares (x) has been or will be made (as certified in writing by the Holder
to the Company) pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement), (y) has been
made pursuant to Rule 144, or (z) may be made pursuant to Rule 144 without the requirement of current public information being
available, or any successor rule or provision.


 


3.            Failure
to Deliver Warrant Shares.


 


(a)          In
the event that the Company fails for any reason to deliver to the Holder the number of Warrant Shares specified in the applicable
Exercise Notice on or before the Delivery Date therefor (an “Exercise Default”), the Company shall pay to the
Holder payments (“Exercise Default Payments”) in the amount of (i) (N/365) multiplied by (ii) the aggregate
Exercise Price of the Warrant Shares which are the subject of such Exercise Default multiplied by (iii) the lower of twelve
percent (12%) per annum and the maximum rate permitted by applicable law (the “Default Interest Rate”), where
“N” equals the number of days elapsed between the original Delivery Date of such Warrant Shares and the date on which
all of such Warrant Shares are issued and delivered to the Holder. Cash amounts payable hereunder shall be paid on or before the
fifth (5th) Business Day of each calendar month following the calendar month in which such amount has accrued.


 


(b)          In
the event of an Exercise Default, the Holder may, upon written notice to the Company, regain on the date of such notice the rights
of the Holder under the exercised portion of this Warrant that is the subject of such Exercise Default. In such event, the Holder
shall retain all of the Holder’s rights and remedies with respect to the Company’s failure to deliver such Warrant
Shares (including without limitation the right to receive the cash payments specified in Section 3(a) above); provided,
however, that such cash payments shall cease to accrue effective as of the date of such notice.


 


(c)          The
Holder’s rights and remedies hereunder are cumulative, and no right or remedy is exclusive of any other. In addition to the
amounts specified herein, the Holder shall have the right to pursue all other remedies available to it at law or in equity (including,
without limitation, a decree of specific performance and/or injunctive relief). Nothing herein shall limit the Holder’s right
to pursue actual damages for the Company’s failure to issue and deliver Warrant Shares on the applicable Delivery Date (including,
without limitation, damages relating to any purchase of Common Stock by the Holder to make delivery on a sale effected in anticipation
of receiving Warrant Shares upon exercise, such damages to be in an amount equal to (A) the aggregate amount paid by the Holder
for the Common Stock so purchased minus (B) the aggregate amount of net proceeds, if any, received by the Holder from the
sale of the Warrant Shares issued by the Company pursuant to such exercise).


 




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4.            Payment
of the Exercise Price; Cashless Exercise. The Holder may pay the Exercise Price in either of the following forms or, at the
election of Holder, a combination thereof:


 


(a)          through
a cash exercise (a “Cash Exercise”) by delivering immediately available funds, or


 


(b)          if
an effective Registration Statement is not available for the resale of all of the Warrant Shares issuable hereunder at the time
an Exercise Notice is delivered to the Company, through a cashless exercise (a “Cashless Exercise”), as hereinafter
provided. The Holder may effect a Cashless Exercise by surrendering this Warrant to the Company and noting on the Exercise Notice
that the Holder wishes to effect a Cashless Exercise, upon which the Company shall issue to the Holder the number of Warrant Shares
determined as follows:


 


	 	 	X = Y x (A-B)/A	 	 
	 	 	 
	where:	 	X = the number of Warrant Shares to be issued to the Holder;	 	 
	 	 	 
	 	 	Y = the number of Warrant Shares with respect to which this Warrant is being exercised;	 	 
	 	 	 
	 	 	A = the Market Price (as defined below) as of the Exercise Date; and	 	 
	 	 	 
	 	 	B = the Exercise Price.	 	 


 


For purposes of Rule
144, it is intended and acknowledged that the Warrant Shares issued in a Cashless Exercise transaction shall be deemed to have
been acquired by the Holder, and the holding period for the Warrant Shares required by Rule 144 shall be deemed to have been commenced,
on the Issue Date. “Market Price” shall mean 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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5.            Certain
Adjustments.


 


(a)          Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines
(including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues
by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares,
if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted
such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 5(a)
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


(b)          Distributions.
If the Company shall declare or make any distribution of cash or any other assets (or rights to acquire such assets) to holders
of Common Stock, as a partial liquidating dividend or otherwise, including without limitation any dividend or distribution to the
Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”),
the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least
thirty (30) days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution
(the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”).
In the Distribution Notice to a Holder, the Company must indicate whether the Company has elected (A) to deliver to such Holder
the same amount and type of assets being distributed in such Distribution as though the Holder were a holder on the Determination
Date therefor of a number of shares of Common Stock into which the this Warrant is exercisable as of such Determination Date (such
number of shares to be determined at the Exercise Price then in effect and without giving effect to any limitations on such exercise)
or (B) to reduce the Exercise Price as of the Determination Date therefor by an amount equal to the fair market value of the assets
to be distributed divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair
market value to be reasonably determined in good faith by the independent members of the Company’s Board of Directors. If
the Company does not notify the Holders of its election pursuant to the preceding sentence within two (2) Business Days following
the date on which the Company publicly announces a Distribution, the Company shall be deemed to have elected clause (A) of the
preceding sentence.


 




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(c)          Dilutive
Issuances.


 


(i)          Adjustment
Upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with subparagraph
(iii) of this paragraph (c), is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration
per share less than the Per Share Price (as such term is defined in the Securities Purchase Agreement) on the date of such issuance
or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted as follows:


 


(A)         If
such Dilutive Issuance occurs prior to the Effective Date (as defined in the Registration Rights Agreement), then effective immediately
upon the Dilutive Issuance, the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the
Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive
Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with subparagraph (iii) below). Notwithstanding
the foregoing, prior to the Effective Date, the Company shall not engage in any transaction that would result in the issuance or
deemed issuance of shares of Common Stock (other than Excluded Securities (as defined below)) for no consideration.


 


(B)         If
such Dilutive Issuance occurs on or after the Effective Date, then effective immediately upon the Dilutive Issuance, the Exercise
Price shall be adjusted so as to equal an amount determined by multiplying such Exercise Price by the following fraction:


 


	 	 	N0 + N1	 	 
	 	 	N0 + N2	 	 
	 	 	 
	where:	 	 	 	 
	 	 	 
	 	 	N0 =	 	the number of shares of Common Stock outstanding immediately prior to the issuance, sale or deemed issuance or sale of such additional shares of Common Stock in such Dilutive Issuance (without taking into account any shares of Common Stock issuable upon conversion, exchange or exercise of any securities or other instruments which are convertible into or exercisable or exchangeable for Common Stock (“Convertible Securities”) or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities (“Purchase Rights”), other than the shares of Common Stock issuable under the Warrants, which will be taken into account);
	 	 	 
	 	 	N1 =	 	the number of shares of Common Stock which the aggregate consideration, if any, received or receivable by the Company for the total number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with subparagraph (iii) below) would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and
	 	 	 
	 	 	N2 =	 	the number of such additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance.


 




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Notwithstanding the foregoing, no adjustment
shall be made pursuant hereto if such adjustment would result in an increase in the Exercise Price. For the avoidance of doubt,
the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted in connection with an adjustment
to the Exercise Price pursuant to this Section 5(c) such that the aggregate Exercise Price of this Warrant shall remain unchanged.


 


(ii)         Effect
On Exercise Price Of Certain Events. For purposes of determining the adjusted Exercise Price under subparagraph (i) of this
paragraph (c), the following will be applicable:


 


(A)         Issuance
Of Purchase Rights. If the Company issues or sells any Purchase Rights, whether or not immediately exercisable, and the price
per share for which Common Stock is issuable upon the exercise of such Purchase Rights (and the price of any conversion of Convertible
Securities, if applicable) is less than the Exercise Price in effect on the date of issuance or sale of such Purchase Rights, then
the maximum total number of shares of Common Stock issuable upon the exercise of all such Purchase Rights (assuming full conversion,
exercise or exchange of Convertible Securities, if applicable) shall, as of the date of the issuance or sale of such Purchase Rights,
be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding
sentence, the “price per share for which Common Stock is issuable upon the exercise of such Purchase Rights” shall
be determined by dividing (x) the total amount, if any, received or receivable by the Company as consideration for the issuance
or sale of all such Purchase Rights, plus the minimum aggregate amount of additional consideration, if any, payable to the Company
upon the exercise of all such Purchase Rights, plus, in the case of Convertible Securities issuable upon the exercise of
such Purchase Rights, the minimum aggregate amount of additional consideration payable upon the conversion, exercise or exchange
thereof (determined in accordance with the calculation method set forth in subparagraph (iii)(B) below) at the time such Convertible
Securities first become convertible, exercisable or exchangeable, by (y) the maximum total number of shares of Common Stock issuable
upon the exercise of all such Purchase Rights (assuming full conversion, exercise or exchange of Convertible Securities, if applicable).
No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such
Purchase Rights or upon the conversion, exercise or exchange of Convertible Securities issuable upon exercise of such Purchase
Rights.


 




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(B)         Issuance
Of Convertible Securities. If the Company issues or sells any Convertible Securities, whether or not immediately convertible,
exercisable or exchangeable, and the price per share for which Common Stock is issuable upon such conversion, exercise or exchange
is less than the Exercise Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total
number of shares of Common Stock issuable upon the conversion, exercise or exchange of all such Convertible Securities shall, as
of the date of the issuance or sale of such Convertible Securities, be deemed to be outstanding and to have been issued and sold
by the Company for such price per share. If the Convertible Securities so issued or sold do not have a fluctuating conversion or
exercise price or exchange ratio, then for the purposes of the immediately preceding sentence, the “price per share for which
Common Stock is issuable upon such conversion, exercise or exchange” shall be determined by dividing (x) the total amount,
if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus
the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion, exercise or exchange
thereof (determined in accordance with the calculation method set forth in this subparagraph (iii)(B)), by (y) the maximum total
number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. If the
Convertible Securities so issued or sold have a fluctuating conversion or exercise price or exchange ratio (a “Variable
Rate Convertible Security”) (provided, however, that if the conversion or exercise price or exchange ratio of
a Convertible Security may fluctuate solely as a result of provisions designed to protect against dilution, such Convertible Security
shall not be deemed to be a Variable Rate Convertible Security), then for purposes of the first sentence of this subparagraph (B),
the “price per share for which Common Stock is issuable upon such conversion, exercise or exchange” shall be deemed
to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained
in such Variable Rate Convertible Security have been satisfied) if the conversion price of such Variable Rate Convertible Security
on the date of issuance or sale thereof were seventy-five percent (75%) of the actual conversion price on such date (the “Assumed
Variable Market Price”), and, further, if the conversion price of such Variable Rate Convertible Security at any time
or times thereafter is less than or equal to the Assumed Variable Market Price last used for making any adjustment under this paragraph
(c) with respect to any Variable Rate Convertible Security, the Exercise Price in effect at such time shall be readjusted to equal
the Exercise Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate
Convertible Security had been seventy-five percent (75%) of the actual conversion price of such Variable Rate Convertible Security
existing at the time of the adjustment required by this sentence. No further adjustment to the Exercise Price shall be made upon
the actual issuance of such Common Stock upon conversion, exercise or exchange of such Convertible Securities.


 


(C)         Change
In Option Price Or Conversion Rate. If, following an adjustment to the Exercise Price upon the issuance of Purchase Rights
or Convertible Securities pursuant to a Dilutive Issuance or a Below Market Issuance, there is a change at any time in (x) the
amount of additional consideration payable to the Company upon the exercise of any Purchase Rights; (y) the amount of additional
consideration, if any, payable to the Company upon the conversion, exercise or exchange of any Convertible Securities; or (z) the
rate at which any Convertible Securities are convertible into or exercisable or exchangeable for Common Stock (in each such case,
other than under or by reason of provisions designed to protect against dilution), then in any such case, the Exercise Price in
effect at the time of such change shall be readjusted to the Exercise Price which would have been in effect at such time had such
Purchase Rights or Convertible Securities still outstanding provided for such changed additional consideration or changed conversion,
exercise or exchange rate, as the case may be, at the time initially issued or sold.


 




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(D)         Calculation
Of Consideration Received. If any Common Stock, Purchase Rights or Convertible Securities are issued or sold for cash, the
consideration received therefor will be the amount received by the Company therefore. In case any Common Stock, Purchase Rights
or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, including in the
case of a strategic or similar arrangement in which the other entity will provide services to the Company, purchase services from
the Company or otherwise provide intangible consideration to the Company, the amount of the consideration other than cash received
by the Company (including the net present value of the consideration expected by the Company for the provided or purchased services)
shall be the fair market value of such consideration, except where such consideration consists of publicly traded securities, in
which case the amount of consideration received by the Company will be the Market Price thereof on the date of receipt. In case
any Common Stock, Purchase Rights or Convertible Securities are issued in connection with any merger or consolidation in which
the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair market value of such
portion of the net assets and business of the non-surviving corporation as is attributable to such Common Stock, Purchase Rights
or Convertible Securities, as the case may be. Notwithstanding anything else herein to the contrary, if Common Stock Purchase Rights
or Convertible Securities are issued or sold in conjunction with each other as part of a single transaction or in a series of related
transactions, the Holder may elect to determine the amount of consideration deemed to be received by the Company therefor by deducting
the fair value of any type of securities (the “Disregarded Securities”) issued or sold in such transaction or
series of transactions. If the Holder makes an election pursuant to the immediately preceding sentence, no adjustment to the Exercise
Price shall be made pursuant to this paragraph (c) for the issuance of the Disregarded Securities or upon any conversion, exercise
or exchange thereof. The independent members of the Company’s Board of Directors shall calculate reasonably and in good faith,
using standard commercial valuation methods appropriate for valuing such assets, the fair market value of any consideration other
than cash or securities.


 


(E)         Issuances
Without Consideration Pursuant to Existing Securities. If the Company issues (or becomes obligated to issue) shares of Common
Stock pursuant to any anti-dilution or similar adjustments (other than as a result of stock splits, stock dividends and the like)
contained in any Convertible Securities or Purchase Rights outstanding as of the date hereof, then all shares of Common Stock so
issued shall be deemed to have been issued for no consideration.


 


(iii)        Exceptions
To Adjustment Of Exercise Price. Notwithstanding the foregoing, no adjustment to the Exercise Price shall be made pursuant
to this paragraph (c) upon the issuance of any Excluded Securities. For purposes hereof, “Excluded Securities”
means (I) securities purchased under the Securities Purchase Agreement; (II) securities issued upon exercise of the Warrants; (III)
shares of Common Stock issuable or issued to (x) employees or directors from time to time either directly or upon the exercise
of options, in such case granted or to be granted by the Board of Directors, pursuant to one or more stock option plans or restricted
stock plans or stock purchase plans in effect as of the Closing Date or by the Company’s stockholders, including Batter Ventures
IX, L.P. (“Battery”), or (y) consultants, either directly or pursuant to warrants to purchase Common Stock that
are outstanding on the date hereof or issued hereafter, provided such issuances are approved by the independent members of the
Board of Directors, including the Battery representative, or by the Company’s stockholders, including Battery; (IV) shares
of Common Stock issued in connection with any Convertible Securities or Purchase Rights outstanding on the date hereof; (V) shares
of Common Stock issued to a Person in connection with a joint venture, strategic alliance or other commercial relationship with
such Person relating to the operation of the Company’s business and not for the purpose of raising equity capital; and (VI)
securities issued with respect to which the Holders consent that no such adjustment shall be made as a result of such issuance.


 




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(iv)        Notice
Of Adjustments. Upon the occurrence of one or more adjustments or readjustments of the Exercise Price pursuant to this paragraph
(c) or any change in the number or type of stock, securities and/or other property issuable upon exercise of this Warrant, the
Company, at its expense, shall promptly compute such adjustment or readjustment or change and prepare and furnish to the Holder
a notice (an “Adjustment Notice”) setting forth such adjustment or readjustment or change and showing in detail
the facts upon which such adjustment or readjustment or change is based, and, on or before the time that it delivers an Adjustment
Notice, publicly disclose the contents thereof. The failure of the Company to deliver an Adjustment Notice shall not affect the
validity of any such adjustment.


 


(d)          Major
Transactions. In the event of a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization,
reorganization, redemption or other similar event, as a result of which shares of Common Stock shall be changed into the same or
a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another
entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a “Major Transaction”),
the Company will give the Holder at least ten (10) Trading Days written notice prior to the earlier of (I) the closing or effectiveness
of such Major Transaction and (II) the record date for the receipt of such shares of stock or securities or other assets, and:
(i) the Holder shall be permitted to exercise this Warrant in whole or in part at any time prior to the record date for the receipt
of such consideration and shall be entitled to receive, for each share of Common Stock issuable to Holder upon such exercise, the
same per share consideration payable to the other holders of Common Stock in connection with such Major Transaction, and (ii) if
and to the extent that the Holder retains any portion of this Warrant following such record date, the Company will cause the surviving
or, in the event of a sale of assets, purchasing entity, as a condition precedent to such Major Transaction, to assume the obligations
of the Company under this Warrant, with such adjustments to the Exercise Price and the securities covered hereby as may be reasonably
determined in good faith by the Board of Directors to be necessary in order to preserve the economic benefits of this Warrant to
the Holder.


 


(e)          Adjustments;
Additional Shares, Securities or Assets. In the event that at any time, as a result of an adjustment made pursuant to this
Section 5, the Holder of this Warrant shall, upon exercise of this Warrant, become entitled to receive securities or assets (other
than Common Stock) then, wherever appropriate, all references herein to shares of Common Stock shall be deemed to refer to and
include such shares and/or other securities or assets; and thereafter the number of such shares and/or other securities or assets
shall be subject to adjustment from time to time in a manner and upon terms as nearly equivalent as practicable to the provisions
of this Section 5. Any adjustment made herein pursuant to Section 5(a) that results in a decrease in the Exercise Price shall also
effect a proportional increase in the number of shares of Common Stock into which this Warrant is exercisable.


 


6.            Fractional
Interests. No fractional shares or scrip representing fractional shares shall be issuable upon the exercise of this Warrant,
but on exercise of this Warrant, the Holder hereof may purchase only a whole number of shares of Common Stock. If, on exercise
of this Warrant, the Holder hereof would be entitled to a fractional share of Common Stock or a right to acquire a fractional share
of Common Stock, the Company shall, in lieu of issuing any such fractional share, pay to the Holder an amount in cash equal to
the product resulting from multiplying such fraction by the Market Price as of the Exercise Date.


 




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7.           Transfer
of this Warrant. The Holder may sell, transfer, assign, pledge or otherwise dispose of this Warrant, in whole or in part, as
long as such sale or other disposition is made pursuant to an effective registration statement or an exemption from the registration
requirements of the Securities Act. Upon such transfer or other disposition (other than a pledge), the Holder shall deliver this
Warrant to the Company together with a written notice to the Company, substantially in the form of the Transfer Notice attached
hereto as Exhibit B (the “Transfer Notice”), indicating the person or persons to whom this Warrant shall be
transferred and, if less than all of this Warrant is transferred, the number of Warrant Shares to be covered by the part of this
Warrant to be transferred to each such person. Within three (3) Business Days of receiving a Transfer Notice and the original of
this Warrant, the Company shall deliver to the each transferee designated by the Holder a Warrant or Warrants of like tenor and
terms for the appropriate number of Warrant Shares and, if less than all this Warrant is transferred, shall deliver to the Holder
a Warrant for the remaining number of Warrant Shares.


 


8.            Benefits
of this Warrant. This Warrant shall be for the sole and exclusive benefit of the Holder of this Warrant and nothing in this
Warrant shall be construed to confer upon any person other than the Holder of this Warrant any legal or equitable right, remedy
or claim hereunder.


 


9.            Loss,
theft, destruction or mutilation of Warrant. Upon receipt by the Company of evidence of the loss, theft, destruction or mutilation
of this Warrant, and (in the case of loss, theft or destruction) of indemnity reasonably satisfactory to the Company, and upon
surrender of this Warrant, if mutilated, the Company shall execute and deliver a new Warrant of like tenor and date.


 


10.          Notice
or Demands. Any notice, demand or request required or permitted to be given by the Company or the Holder pursuant to the terms
of this Warrant shall be in writing and shall be deemed delivered (i) when delivered personally or by verifiable facsimile transmission,
unless such delivery is made on a day that is not a Business Day, in which case such delivery will be deemed to be made on the
next succeeding Business Day, (ii) on the next Business Day after timely delivery to an overnight courier and (iii) on the Business
Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid),
addressed as follows:


 


If to the Company:


 


Joel Ackerman, Chief Executive
Officer


Champions Oncology, Inc.


855 North, Wolfe Street, Suite
619


Baltimore, Maryland 21205


Tel (410) 369-0365


Fax (410) 369-0390


jackerman@championsoncology.com


 




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with a copy to:


 


Hillel Tendler, Esquire


Neuberger, Quinn, Gielen,
Rubin & Gibber, P.A.


One South Street, 27th
Floor


Baltimore, Maryland 21202


Tel (410) 332-8552


Fax (410) 332-8553


ht@nqgrg.com


 


and if to the Holder, to such address as
shall be designated by the Holder in writing to the Company.


 


11.        Applicable
Law. This Warrant is issued under and shall for all purposes be governed by and construed in accordance with the laws of the
State of New York applicable to contracts made and to be performed entirely within the State of New York.


 


12.         Amendments.
No amendment, modification or other change to, or waiver of any provision of, this Warrant may be made unless such amendment, modification
or change is (A) set forth in writing and is signed by the Company and (B) agreed to in writing by the holders of Warrants exercisable
for a majority of the number of shares into which the all of the then outstanding Warrants issued pursuant to the Securities Purchase
Agreement are exercisable (without regard to any limitation contained herein on such exercise), it being understood that upon the
satisfaction of the conditions described in (A) and (B) above, each Warrant (including any Warrant held by the Holder who did not
execute the agreement specified in (B) above) shall be deemed to incorporate any amendment, modification, change or waiver effected
thereby as of the effective date thereof.


 


13.         Entire
Agreement. This Warrant, the Securities Purchase Agreement, the Registration Rights Agreement, and the other Transaction Documents
constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Warrant, the Securities
Purchase Agreement, the Registration Rights Agreement, and the other Transaction Documents supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.


 


14.         Headings.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


[Signature Page to Follow]


 




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EXHIBIT 10.11


 


IN WITNESS WHEREOF,
the Company has duly executed and delivered this Warrant as of the Issue Date.


 


	 	CHAMPIONS ONCOLOGY, INC.


 


	 	By:	 
	 	 	Joel Ackerman
	 	 	Chief Executive Officer


 




    	 



    	 



    

 


EXHIBIT 10.11


 


EXHIBIT A to WARRANT


 


EXERCISE
NOTICE 


 


The undersigned Holder
hereby irrevocably exercises the right to purchase ___________ of the shares of Common Stock (“Warrant Shares”)
of ___________________________ evidenced by the attached Warrant (the “Warrant”). Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


1.          Form
of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


_________ a Cash Exercise
with respect to __________ Warrant Shares; and/or


 


_________ a Cashless Exercise
with respect to __________ Warrant Shares, as permitted by Section 4(b) of the attached Warrant.


 


2.          Payment
of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares
to be issued pursuant hereto, the Holder shall pay the sum of $___________ to the Company in accordance with the terms of the Warrant.


 


	Date:	 	 


 


	 	 
	Name of Registered Holder	 


 


	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


 




    	 



    	 



    

 


EXHIBIT B to WARRANT


 


TRANSFER NOTICE 


 


FOR VALUE RECEIVED, the undersigned Holder
of the attached Warrant hereby sells, assigns and transfers unto the person or persons named below the right to purchase __________
shares of the Common Stock of ___________________________ evidenced by the attached Warrant.


 


	Date:	 	 


 


	 	 
	Name of Registered Holder	 


 


	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


 


	Transferee Name and Address: