Exhibit 10.1

AMENDMENT NO. 1 TO

2011 SECURITIES PURCHASE AGREEMENT

This Amendment No. 1 (this “ Amendment ”), dated as of January 29, 2014, is by and among Champions Oncology, Inc. (the “ Company ”), Battery Ventures IX, L.P. (“ Ventures ”) and Battery Investment Partners IX, LLC (together with Ventures, “ Battery ”).

WHEREAS , the Company, Battery and certain other parties are parties to the Securities Purchase Agreement (the “ Securities Purchase Agreement ”) dated as of March 24, 2011; and

WHEREAS , the Company and Battery wish to amend certain provisions of the Securities Purchase Agreement;

NOW, THEREFORE , in consideration of the mutual promises made herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Battery hereby agree as follows.

1.          The definition of “ Change of Control ” in Section 1.4 of the Securities Purchase Agreement is hereby replaced in its entirety with the following:

“ Change of Control ” means the occurrence of any one or more of the following events: (i) 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 (ii) 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.

2.          All other provisions of the Securities Purchase Agreement shall remain intact. This Amendment shall be interpreted in accordance with the governing law and jurisdiction provisions of Section 7.7 of the Securities Purchase Agreement. This Amendment 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 Amendment may be executed and delivered by facsimile transmission or email.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

Exhibit 10.2

AMENDMENT NO. 1 TO

2013 SECURITIES PURCHASE AGREEMENT

This Amendment No. 1 (this “ Amendment ”), dated as of January 29, 2014, is by and among Champions Oncology, Inc. (the “ Company ”), Battery Ventures IX, L.P. (“ Ventures ”), Battery Investment Partners IX, LLC (together with Ventures, “ Battery ”) and PAR Investment Partners, L.P. (“ PAR ”).

WHEREAS , the Company, Battery, PAR and certain other parties are parties to the Securities Purchase Agreement (the “ Securities Purchase Agreement ”) dated as of January 28, 2013; and

WHEREAS , the Company, Battery and PAR wish to amend certain provisions of the Securities Purchase Agreement;

NOW, THEREFORE , in consideration of the mutual promises made herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of Battery and PAR hereby agree as follows.

1.          The definition of “ Change of Control ” in Section 1.3 of the Securities Purchase Agreement is hereby replaced in its entirety with the following:

“ Change of Control ” means the occurrence of any one or more of the following events: (i) 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 (ii) 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.

2.          All other provisions of the Securities Purchase Agreement shall remain intact. This Amendment shall be interpreted in accordance with the governing law and jurisdiction provisions of Section 6.7 of the Securities Purchase Agreement. This Amendment 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 Amendment may be executed and delivered by facsimile transmission or email.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

Exhibit 10.3

PUT RIGHT AGREEMENT

This Put Right Agreement (this “ Agreement ”), by and among Champions Oncology, Inc. (the “ Company ”), Joel Ackerman (“ Ackerman ”) and Ronnie Morris (“ Morris ”), is dated effective as of January 29, 2014.

WHEREAS , the Company, Ackerman, Morris and certain other persons and entities are party to a Securities Purchase Agreement dated as of March 24, 2011 (the “ 2011 Securities Purchase Agreement ”) and a Securities Purchase Agreement dated as of January 28, 2013 (together with the 2011 Securities Purchase Agreement, the “ Securities Purchase Agreements ”), pursuant to which Ackerman, Morris and the other persons and entities purchased shares of common stock from the Company and, in some cases, received warrants to purchase additional shares;

WHEREAS , the Securities Purchase Agreements both provide for the ability of the investors, under certain circumstances, to put their shares to the Company for the original purchase price in the event of a Put Option Trigger Event (as defined in each of the Securities Purchase Agreements);

WHEREAS , Ackerman and Morris are each a member of the Company’s Board of Directors;

WHEREAS , the Company and each of Ackerman and Morris want to clarify their roles both as potential beneficiaries of the Put Rights (as defined in each of the Securities Purchase Agreements) and members of the Company’s Board of Directors;

NOW, THEREFORE , in consideration of the mutual promises made herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of Ackerman and Morris hereby agree as follows.

1.         Each of Ackerman and Morris hereby agree that, if the Company’s Board of Directors is voting on a transaction, event or approval that would constitute a Put Option Trigger Event, each of Ackerman and Morris shall either (a) recuse themselves from voting as a member of the Board of Directors on such transaction, event or approval or (b) be entitled to vote but forego exercising or receiving the benefit of their Put Right (as defined in each of the Securities Purchase Agreements).

2.         All other provisions of the Securities Purchase Agreements shall remain intact. This Agreement shall be interpreted in accordance with the governing law and jurisdiction provisions of the Securities Purchase Agreements. 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 or email.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.