Special OncoCyte Stock Option Amendment; Lock-Up Agreements. (a) In consideration of Employee entering into this Agreement and performing her obligations and covenants under this Agreement, including but not limited to the provisions of paragraph (b) of this Section 3, OncoCyte agrees that Employee’s OncoCyte stock options are amended as follows:
Special OncoCyte Stock Option Amendment; Lock-Up Agreements. (a) In consideration of Employee entering into this Agreement and performing her obligations and covenants under this Agreement, including but not limited to the provisions of paragraph (b) of this Section 3, OncoCyte agrees that Employee’s OncoCyte stock options are amended as follows: (i) The expiration date of the OncoCyte stock options that are vested on the date of this Agreement and any stock options that vest from the date of this Agreement through the Termination Date is extended to 5:00 p.m. Pacific Time on February 28, 2018, subject to Employee’s full and timely performance of all of her obligations and covenants under this Agreement; (b) As an inducement for OncoCyte agreeing to extend the expiration date of Employee’s OncoCyte vested stock options, Employee hereby acknowledges and agrees that during the “Lock-Up Period” Employee will not, without the prior written consent of OncoCyte (which consent may be granted or withheld in OncoCyte’s sole discretion): (i) offer, sell, contract to sell (with the exception that Employee may enter a 10b5-1 planned sale agreement during the Lock-Up Period, so long as the sale of the Lock-up Shares does not occur during the Lock-up Period and planned sale of Locked-up Shares commences after Lock-up Period is over), pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) any “Lock-Up Shares;” and (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that Employee has or may have hereafter to require OncoCyte to register under the Securities Act of 1933, as amended (the “Act”) Employee’s sale, transfer or other disposition of any of the Lock-Up Shares. As used in this Agreement, “Lock-Up Shares” means OncoCyte stock options held by Employee as defined by the table below: OncoCyte Options Grant Date Adjusted Strike Price for Reverse Stock Split O/S After Reverse Stock Split Vesting Start date Vested as of DOT* Unvested and forfeited immediately at DOT* Cancelled if not exercised by February 28, 2018 4/1/2011 $ 1.50 200,000 4/1/2011 200,000 - 200,000 1/9/2015 $ 2.20 100,000 1/9/2015 54,166 45,834 54,166 2/16/2016 $ 3.06 60,000 2/16/2016 16,250 43,750 16,250 270,416 89,584 270,416
