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
ASchedule of Purchasers
BForm of Warrant
C2015 Amended and Restated Registration Rights Agreement
DAccredited Investor Questionnaire
EOpinion of Company Counsel
FTransfer Agent Instructions
GAmended and Restated 2011 Purchase Agreement
HAmended and Restated 2013 Purchase Agreement
IAmendment to 2011 Warrant
JAmendment to 2013 Warrant
KStockholder 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