0001493152-25-005563 Sample Contracts

PRE-FUNDED COMMON STOCK PURCHASE WARRANT ONCOCYTE CORPORATION
Security Agreement • February 10th, 2025 • Oncocyte Corp • In vitro & in vivo diagnostic substances

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full, to subscribe for and purchase from Oncocyte Corporation, a California corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 10th, 2025 • Oncocyte Corp • In vitro & in vivo diagnostic substances • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 7, 2025 between Oncocyte Corporation, a California corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 10th, 2025 • Oncocyte Corp • In vitro & in vivo diagnostic substances

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 7, 2025, between Oncocyte Corporation, a California corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 10th, 2025 • Oncocyte Corp • In vitro & in vivo diagnostic substances • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 7, 2025, between Oncocyte Corporation, a California corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).