Exhibit 10.1

CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS

This Confidential Separation Agreement and General Release of All Claims, dated December 1, 2022 (the “Agreement”), is made pursuant to that certain Change in Control Severance Agreement effective as of March 1, 2020 (the “Severance Agreement”) entered into by and between Ronald Andrews (“Employee”) on the one hand, and Oncocyte Corporation (the “Company”), on the other. This Agreement is entered into in consideration for and as condition precedent to the Company providing separation benefits to Employee pursuant to the Severance Agreement. It is understood and agreed that the Company is not otherwise obligated to provide such benefits under the terms of the Severance Agreement and that the Company is doing so as a direct result of Employee’s willingness to agree to the terms hereof. Collectively, Employee and the Company shall be referred to as the “Parties.”

1. Employee was formerly employed by the Company. Employee’s employment with the Company ended effective December 1, 2022 (the “Termination Date”).

2. The purpose of this Agreement is to resolve any and all disputes or claims that Employee may have relating to Employee’s employment with the Company, and the termination thereof (the “Disputes”). The parties desire to resolve the above-referenced Disputes, and all issues raised by the Disputes, without the further expenditure of time or the expense of contested litigation. Additionally, the Parties desire to resolve any known or unknown claims that Employee may have as more fully set forth below. For these reasons, they have entered into this Agreement.

3. Employee acknowledges and agrees that Employee has received all wages due to Employee through the Termination Date, including but not limited to all accrued but unused vacation, bonuses, commissions, options, benefits, and monies owed by the Company to Employee. Employee further agrees and acknowledges that Employee has been fully paid and reimbursed for any and all business expenses which Employee incurred during his/her employment with the Company.

4. The Company expressly denies any violation of any federal, state or local statute, ordinance, rule, regulation, policy, order or other law. The Company also expressly denies any liability to Employee. Nothing contained herein is to be construed as an admission of liability on the part of the Company hereby released, by whom liability is expressly denied. accordingly, while this Agreement resolves all issues referenced herein, it does not constitute an adjudication or finding on the merits of the allegations in the disputes and it is not, and shall not be construed as, an admission by the Company of any violation of federal, state or local statute, ordinance, rule, regulation, policy, order or other law, or of any liability alleged in the disputes.

5. In consideration of and in return for the promises and covenants undertaken by the Company and Employee herein and the releases given by Employee herein, and in exchange for Employee timely executing (and not revoking) this Agreement:

a. In addition to any compensation otherwise due Employee for actual work performed up to and including the Termination Date, Employee shall receive the following benefits:

(i) A payment in the total amount of Five Hundred Thousand Dollars and Zero Cents ($500,000) (minus applicable taxes, withholdings and deductions), payable in substantially equal installments over the twelve (12) month period following the Termination Date in accordance with the Company’s regular payroll practices; provided, however, that the first payment shall be made on the first regularly scheduled payroll date on or following the thirtieth (30th) day following the Termination Date and shall include payments of any amounts that would otherwise be due prior thereto;

(ii) A payment for twelve (12) months of premium costs of group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act in the total amount of $40,128 (minus applicable taxes, withholdings and deductions), payable in a lump sum payment on the first regularly scheduled payroll date on or following the thirtieth (30th) day following the Termination Date;

(iii) Partial acceleration and vesting of Employee’s time-based unvested stock option and restricted stock unit awards that were granted pursuant to the Company’s Amended and Restated 2018 Equity Incentive Plan, as amended from time to time (the “Equity Plan”) and scheduled to vest based solely on the passage of time during the twelve (12) month period following the Termination Date; and

(iv) (A) 281,250 unvested options, granted under the Equity Plan and Incentive Stock Option Agreement effective as of March 15, 2022, as amended July 28, 2022, which were granted to Employee in respect of Employee’s 2022 annual bonus (the “Bonus Award”), shall vest as of the Termination Date and shall be exercisable in accordance with the terms of the Equity Plan and Bonus Award, and the remaining unvested stock options granted pursuant to the Bonus Award shall automatically be forfeited without consideration, (B) 200,000 unvested options, granted under the Equity Plan and Incentive Stock Option Agreement effective as of March 15, 2022, as amended May 13, 2022 (the “Option Award”), shall vest as of the Termination Date and shall be exercisable in accordance with the terms and conditions of the Equity Plan and the Option Award, and (C) 250,000 unvested restricted stock units granted under the Equity Plan and Restricted Stock Units Award Agreement effective March 15, 2022, as amended May 13, 2022 (the “RSU Award”) shall vest as of the Termination Date and be settled in accordance with the terms of the Equity Plan and RSU Award, and the remaining unvested restricted stock units granted under the RSU Award shall be automatically forfeited without consideration.

As a condition to receiving and continuing to receive the payments and benefits under this Paragraph 5.a., Employee must (i) within but not later than twenty-one (21) days after the Termination Date, execute (and not revoke) and deliver to the Company this Agreement and (ii) remain in full compliance with this Agreement and the Surviving Provisions (as defined below). Employee shall not be entitled to accrue any additional leave or other benefits subsequent to the Termination Date.

b. Any tax liabilities resulting from or arising out of the benefits to Employee referred to above shall be the sole and exclusive responsibility of Employee. Employee agrees to indemnify and hold the Company and the others released herein harmless from and for any tax liability (including, but not limited to, assessments, interest, and penalties) imposed on the Company by any taxing authority on account of the Company failing to withhold for tax purposes any amount from the benefits made as consideration of this Agreement.

c. Employee acknowledges and agrees that (i) any equity granted pursuant to the Equity Plan that is unvested as of the Termination Date (after giving effect to Paragraph 5.a.(iii) and (iv)), shall automatically be forfeited as of the Termination Date for no consideration and (ii) any equity that is vested as of the Termination Date shall be subject to the terms and conditions of the Equity Plan and applicable award agreement(s).

6. Except for any rights created by this Agreement, in consideration of and in return for the promises and covenants undertaken herein by the Company, and for other good and valuable consideration, receipt of which is hereby acknowledged:

a. Employee does hereby acknowledge full and complete satisfaction of and does hereby release, absolve and discharge the Company, and each of its parents, subsidiaries, divisions, related companies and business concerns, past and present, as well as each of its partners, trustees, directors, members, officers, agents, attorneys, servants and employees, past and present, and each of them (hereinafter collectively referred to as “Releasees”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, grievances, wages, vacation payments, severance payments, obligations, commissions, overtime payments, debts, profit sharing claims, expenses, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown to Employee which Employee now owns or holds or has at any time owned or held as against Releasees, or any of them, including specifically but not exclusively and without limiting the generality of the foregoing, any and all claims, demands, grievances, agreements, obligations and causes of action, known or unknown, suspected or unsuspected by Employee: (1) arising out of or in any way connected with the Disputes; or (2) arising out of Employee’s employment (or termination thereof) with the Company (including, but not limited to, under Employee’s Employment Agreement with the Company, dated as of June 4, 2019 (the “Employment Agreement” and that certain compensation plan adopted by the Board of Directors of the Company (the “Board”) on March 8, 2022 as referenced in the Company’s Form 8-K dated March 8, 2022); or (3) arising out of or in any way connected with any claim, loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Releasees, or any of them, committed or omitted on or before the Effective Date hereof. Additionally, Employee in any future claims may not use against Releasees as evidence any acts or omissions by or on the part of the Releasees, or any of them, committed or omitted on or before the Effective Date hereof, and no such future claims may be based on any such acts or omissions. Also without limiting the generality of the foregoing, Employee specifically releases the Releasees from any claim for attorneys’ fees. EMPLOYEE ALSO SPECIFICALLY AGREES AND ACKNOWLEDGES EMPLOYEE IS WAIVING ANY RIGHT TO RECOVERY BASED ON LOCAL, STATE OR FEDERAL EMPLOYMENT LAWS OR REGULATIONS, OR ANY LOCAL, STATE, OR FEDERAL AGE, SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE EQUAL PAY ACT, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT, THE WORKER ADJUSTMENT AND RETRAINING ACT, THE FAIR LABOR STANDARDS ACT, AND ANY OTHER SECTION OF THE CALIFORNIA LABOR OR GOVERNMENT CODE, THE INDUSTRIAL WELFARE COMMISSION WAGE ORDERS, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR BY A GOVERNMENTAL AGENCY. This release does not release claims that cannot be released as a matter of law. Employee is not (i) waiving Employee’s right to file a charge, testify, assist, or cooperate with the Equal Employment Opportunity Commission (EEOC), Department of Fair Employment and Housing (DFEH) or similar governmental agency, (ii) waiving rights or claims that may arise after the date Employee signs this Agreement, or (iii) releasing claims for unemployment compensation benefits, workers’ compensation benefits, those claims under the Fair Labor Standards Act which cannot be waived pre-litigation without Department of Labor or court approval, health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA), or claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act (ERISA).

7. Employee agrees and understands as follows: it is the intention of Employee in executing this instrument that it shall be effective as a bar to each and every claim, demand, grievance and cause of action hereinabove specified. In furtherance of this intention, Employee hereby expressly waives any and all rights and benefits conferred upon Employee by the provisions of section 1542 of the California Civil Code (or any other similar state code) and expressly consents that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. Section 1542 provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Having been so apprised, Employee nevertheless hereby voluntarily elects to and does waive the rights described in Civil Code section 1542 and elects to assume all risks for claims that now exist in Employee’s favor, known or unknown, that are released under this Agreement.

8. Employee acknowledges and agrees that (a) the following Sections of the Employment Agreement remain in full force and effect and will continue to bind Employee following the Termination Date in accordance with their terms: Section 3 (Competitive Activities), Section 4 (Inventions/Intellectual Property/Confidential Information), Section 6 (Turnover of Property and Documents on Termination, Section 7 (Resignation as a Director on Termination of Employment), Section 8 (Arbitration), Section 9 (Severability), Section 10 (Agreement Read and Understood), Section 11 (Complete Agreement, Modification), Section 12 (Governing Law), Section 13 (Assignability), Section 14 (Survival), and Section 15 (Notices), (b) the entirety of the Employee Confidential Information and Inventions Assignment Agreement by and between the Employee and the Company, effective July 1, 2019 shall remain in full force and effect and will continue to bind Employee following the Termination Date in accordance with its terms, and (c) Section 3.6 (Covenants) of the Severance Agreement will continue to bind Employee following the Termination Date in accordance with its term (collectively, all of the foregoing, the “Surviving Provisions”). Any disputes arising under this Agreement, under the Surviving Provisions, or otherwise arising between Employee, on the one hand, and any of the Releasees, on the other hand, shall be resolved in accordance with the dispute resolution terms provided in Sections 8 of the Employment Agreement.

9. Employee acknowledges and agrees that as of Employee’s Termination Date Employee will automatically be deemed to have resigned from the Board and from any and all other positions and/or titles with the Company and agrees to execute any and all documentation the Company requests to effectuate the foregoing.

10. In the event a government agency files or pursues a charge or complaint relating to Employee’s employment with the Company and/or the disputes, Employee agrees not to accept any monetary or other benefits arising out of the charge or complaint.

11. Employee agrees that Employee will not, whether in private or in public, whether orally or in writing, directly or indirectly, in public or in private, make, publish, encourage, ratify, or authorize, or aid, assist, encourage, or direct any other person or entity in making or publishing, any statements that in any way (i) defame, malign, disparage, or impugn the character, integrity, or ethics of the Releasees (ii) portray any of the Releasees in a negative light, or (iii) damage the image or reputation of any of the Releasees. For avoidance of doubt, nothing in this Paragraph 11 shall be construed in a manner that would violate any law. The Company agrees that it will instruct its senior executives and board members not to make or publish negative or disparaging remarks that in any way relate to Employee. Nothing in this Agreement prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful.

12. If any provision of this Agreement or application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provision or application. To this end, the provisions of this Agreement are severable.

13. Employee agrees and understands that this Agreement may be treated as a complete defense to any legal, equitable, or administrative action that may be brought, instituted, or taken by Employee, or on Employee’s behalf, against the Company or the Releasees, and shall forever be a complete bar to the commencement or prosecution of any claim, demand, lawsuit, charge, or other legal proceeding of any kind against the Company and the Releasees.

14. This Agreement and all covenants and releases set forth herein shall be binding upon and shall inure to the benefit of the respective Parties hereto, their legal successors, heirs, assigns, partners, representatives, parent companies, subsidiary companies, agents, attorneys, officers, employees, directors and stockholders.

15. The Parties hereto acknowledge each has read this Agreement, that each fully understands its rights, privileges and duties under the Agreement, that each has had an opportunity to consult with an attorney of its choice and that each enters this Agreement freely and voluntarily.

16. This Agreement may not be released, discharged, abandoned, changed or modified in any manner, except by an instrument in writing signed by Employee and an officer of the Company. The failure of any party to enforce at any time any of the provisions of this Agreement shall in no way be construed as a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part thereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

17. This Agreement and the provisions contained herein shall not be construed or interpreted for or against any party hereto because that party drafted or caused that party’s legal representative to draft any of its provisions.

18. Employee acknowledges Employee may hereafter discover facts different from, or in addition to, those Employee now knows or believes to be true with respect to the claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, wages, obligations, debts, expenses, damages, judgments, orders and liabilities herein released, and agrees the release herein shall be and remain in effect in all respects as a complete and general release as to all matters released herein, notwithstanding any such different or additional facts.

19. The undersigned each acknowledge and represent that no promise or representation not contained in this Agreement has been made to them and acknowledge and represent that this Agreement and the Severance Agreement contains the entire understanding between the parties and contains all terms and conditions pertaining to the compromise and settlement of the subjects referenced herein. The undersigned further acknowledge that the terms of this Agreement are contractual and not a mere recital.

20. Employee expressly acknowledges, understands and agrees that this Agreement includes a release covering all legal rights or claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 626, as amended), and all other federal, state, and local laws regarding age discrimination, whether those claims are presently known to Employee or hereafter discovered. The terms and conditions of Paragraphs 20 through 22 apply to and are part of the waiver and release of ADEA claims under this Agreement. Company hereby advises Employee in writing to discuss this Agreement with an attorney before signing. Employee acknowledges the Company has provided Employee at least twenty-one (21) days within which to review and consider this Agreement before signing it. If Employee elects not to use all twenty-one (21) days, then Employee knowingly and voluntarily waives any claim that Employee was not in fact given that period of time or did not use the entire twenty-one (21) days to consult an attorney and/or consider this Agreement.

21. Within three (3) calendar days of signing and dating this Agreement, Employee shall deliver the signed original of this Agreement to the General Counsel of the Company. However, the Parties acknowledge and agree that Employee may revoke this Agreement for up to seven (7) calendar days following Employee’s execution of this Agreement and that it shall not become effective or enforceable until the revocation period has expired. The Parties further acknowledge and agree that such revocation must be in writing addressed to and received by the General Counsel of the Company not later than midnight on the seventh day following execution of this Agreement by Employee. If Employee fails to timely execute this Agreement or revokes this Agreement under this Paragraph, this Agreement shall not be effective or enforceable and Employee will not receive the benefits described above, including those described in paragraph 5.

22. If Employee does not revoke this Agreement in the timeframe specified at Paragraph 21 above, the Agreement shall be effective at 12:00:01 a.m. on the eighth day after it is signed by Employee (the “Effective Date”).

23. This Agreement is intended to be exempt from the requirements of section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated theretunder (“Section 409A”) and will be interpreted accordingly. While it is intended that all payments and benefits provided under this Agreement to Employee or on behalf of Employee will be exempt from Section 409A, the Company makes no representation or covenant to ensure that such payments and benefits are exempt from or compliant with Section 409A. The Company will have no liability to Employee or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt from or compliant with Section 409A. Each payment made under this Agreement will be treated as a separate payment for purposes of Section 409A and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.

24. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original and such counterparts shall together constitute one and the same Agreement.

25. This Agreement shall be construed in accordance with, and be deemed governed by the laws of the State of California, without reference to the conflict of law provisions thereof.

26. The Company executes this Agreement for itself and on behalf of all other respective Releasees.

Employee has read the foregoing Confidential Separation Agreement and General Release of All Claims, and Employee accepts and agrees to the provisions contained therein and hereby executes it voluntarily and with full understanding of its consequences.

PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Signature Page to Confidential Separation Agreement and General Release of All Claims – Ronald A. Andrews

Exhibit 10.2

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this “Agreement”), dated as of December 1, 2022 is hereby entered into by and between OncoCyte Corporation (the “Company”) and Ronald A. Andrews (the “Consultant” and, collectively with the Company, the “Parties”).

In consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:

1. Engagement. The Consultant is being engaged by the Company as an independent contractor commencing on December 2, 2022 (the “Commencement Date”) and continuing until February 28, 2023, unless terminated earlier pursuant to Section 11 below (the “Consulting Term”). The term of this Agreement may be extended by the mutual written and duly executed agreement of the Parties.

2. Services. The services hereunder are set forth in Appendix A hereto (collectively, the “Consulting Services”). During the Consulting Term, the Consultant shall perform the Consulting Services remotely from Consultant’s office in Tennessee, unless otherwise requested by the Chairman of the Board of Directors (the “Board”) or his or her designee. The Company liaison who shall be the point of contact for the Consultant while the Consultant performs the Consulting Services will be the Chairman of the Board or his or her designee.

3. Independent Contractor.

(a) The Parties agree that the Consultant will be an independent contractor of the Company. The Consultant shall perform the Consulting Services utilizing Consultant’s own tools, equipment, means and manner. Nothing in this Agreement is intended to, or shall be deemed to, create any partnership, agency, or joint venture relationship between or among the Consultant or any of Consultant’s employees, agents, or subcontractors (collectively, with the Consultant, the “Consultant Parties”), on the one hand, and the Company or any of the Company Parties (as defined below), on the other hand.

(b) Neither the Consultant nor any of the other Consultant Parties is eligible for or will receive any of the rights, privileges, interests, benefits, or perquisites that the Company extends to its employees, including, but not limited to, any wages, compensation, commissions, bonuses, profit sharing benefits, carried interest, equity, phantom equity, performance compensation, pension benefits, savings benefits, 401(k) benefits, vacation, sick pay, or severance benefits, even if Consultant or any Consultant Party is deemed an employee of the Company by any agency, arbitrator, or tribunal. The Consultant and the Consultant Parties will not participate in any of the plans or programs that the Company makes available to its employees and hereby reject and release any and all right, claim, or interest to any and all payments, compensation, rights, privileges, benefits, and/or perquisites from any of the Company Parties.

4. Consulting Fee and Related Matters.

(a) Consulting Fee: The Company will compensate the Consultant by granting the Consultant options to purchase 50,000 shares of Company common stock pursuant to the Company’s 2018 Equity Incentive Plan, as amended from time to time (the “Plan” and such options, the “Consulting Options”). The Consulting Options shall be granted on the third (3rd) business day following the Commencement Date and shall vest as to one-third of the Consulting Options on each December 31, 2022, January 31, 2023 and February 28, 2023, subject to the Consultants continued compliance with any restrictive covenants by which the Consultant may be bound and continuous provision of Consulting Services under this Agreement on each applicable vesting date, except as otherwise provided in Section 11, and shall be subject to such other terms and conditions as determined by the Board. The exercise price of the Consulting Options shall be the fair market value of a share of Company Common Stock (as defined in the Plan) on the applicable effective date of grant, determined in accordance with the Plan.

(b) Consulting Expenses. During the Consulting Term, the Company shall reimburse the Consultant for ordinary and necessary out-of-pocket and documented business expenses incurred by the Consultant in the performance of duties for the Company in accordance with the Company’s usual policies in effect from time to time and upon the receipt by the Company of satisfactory written substantiation of such expenses; provided, however, that any expense exceeding $100 shall require pre-approval by the Chairman of the Board or his or her designee.

(c) Consultant Party Compensation/Taxes/Benefits. The Consultant shall bear sole responsibility for any and all wages and other compensation due to Consultant and/or any Consultant Party. The Consultant shall also bear sole responsibility for all federal, state, and local income tax withholding, social security taxes, workers’ compensation coverage, unemployment insurance, liability insurance, health and/or disability insurance, retirement benefits, health and welfare benefits, pension benefits, other payments or expenses due or owed to, for, or with respect to any Consultant Party. Consultant and the Consultant Parties shall, jointly and severally, indemnify and hold harmless the Company and each of the Company Parties from and against any and all taxes or other liability (including interest, penalties, accountants’ and attorneys’ fees, costs, and expenses) which may be assessed, imposed, or incurred as a result of or relating to this Agreement or any amounts received by Consultant or the Consultant Parties from the Company or the Company Parties. In the event the Company or any of the Company Parties is required to make any payments (i) that are Consultant’s obligations under this Agreement, or (ii) to the Internal Revenue Service or any other taxing authority in respect of any taxes (other than withholding), Consultant shall, upon receipt of written notice from the Company, remit to the Company an amount equal to such payments, within ten (10) business days from such notice.

(d) Insurance. The Consultant shall carry appropriate insurance in connection with the Consulting Services, naming the Company and its affiliates and their respective officers, directors, and employees as additional insureds, and shall, upon request, furnish the Company with a certificate of insurance verifying such coverage.

5. Company Protections.

(a) During the Consultant’s engagement as an independent contractor performing the Consulting Services for the Company, the Consultant Parties may have access to or otherwise become familiar with certain Confidential Information (as defined below) that is proprietary to the Company Parties and/or provides the Company Parties with a crucial competitive advantage. Consultant agrees that the Consultant and the Consultant Parties will not divulge, use, publish, or in any other manner reveal any Confidential Information except (x) during Consultant’s engagement with the Company as required for, and to the extent authorized by the Company, in furtherance of the proper performance of the Consulting Services, or (y) as discussed with, and approved in writing by the Company. For purposes of this Agreement, “Confidential Information” includes any and all non-public information, confidential information, proprietary information, trade secrets, or other information (whether oral or written, whether maintained in hard copy, electronically, or otherwise) regarding the business or affairs of the Company Parties, including, without limitation, (i) trade secrets, inventions, algorithms, mask works, ideas, processes, formulas, software in source or object code, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology and all intellectual property rights, and genetic and protein biomarkers of any and all kinds used in or related to Company diagnostic tests, products, or research, even if not patented or patentable; (ii) information regarding research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting procedures, methods of obtaining business, forecasts, future plans and potential strategies, financial projections and business strategies, operational plans, financing and capital-raising plans, activities and agreements, internal services and operational manuals, methods of conducting Company business, suppliers and supplier information, and purchasing; (iii) information regarding customers and potential customers of Company, including customer lists, names, representatives, their needs or desires with respect to the types of products or services offered by Company, proposals, bids, contracts and their contents and parties, the type and quantity of products and services provided or sought to be provided to customers and potential customers of Company and other non-public information relating to customers and potential customers; (iv) information regarding any of Company’s business partners and their services, including names, representatives, proposals, bids, contracts and their contents and parties, the type and quantity of products and services received by Company, and other non-public information relating to business partners; (v) information regarding personnel, employee lists, compensation, and employee skills; and (vi) any other non-public information which a competitor of Company could use to the competitive disadvantage of Company. For purposes of this Agreement, (i) the “Company Entities” means Company and each and all of Company’s respective affiliates and subsidiaries, and including each and all of their respective advisory, management, and partner entities and/or funds and any successor or permitted transferee of any of the foregoing; and (ii) the “Company Parties” means, collectively, each and all of the Company Entities and each and all of their respective current and former shareholders, interest holders, unit holders, advisors, managers, officers, directors, partners, principals, members, employees, fiduciaries, representatives, and agents.

(b) Upon ceasing to perform the Consulting Services for the Company, or at any other time requested by the Company, the Consultant Parties shall return all Company Confidential Information, documents, or other Company property.

(c) Except as provided in Section 5(d), below, the Consultant Parties agree that in the event they are served with a subpoena, document request, information request, interrogatory, or any other legal process (i) that will or may require any Consultant Party to disclose any Confidential Information, or (ii) relating to the Company Parties, the Consultant will immediately notify the Chairman of the Board of such fact, in writing, and provide a copy of such subpoena, document request, interrogatory, or other legal process. The Consultant Parties further agree to cooperate with the Company in any lawful response to such subpoena, document request, information request, interrogatory, or legal process.

(d) In accordance with the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), and other applicable law, nothing in this Agreement, any other agreement, or any Company policy shall prevent the Consultant Parties from, or expose the Consultant Parties to criminal or civil liability under foreign, or U.S. federal or state trade secrets law for, (i) directly or indirectly sharing any trade secrets, Confidential Information, or other information (except information protected by the Company’s attorney-client or work product privilege) with an attorney, law enforcement, or with any foreign, federal, state, or local governmental agency, official, or entity (including the Department of Justice, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, any analogous state or local agencies, the Congress, and any agency Inspector General), for the purpose of reporting, investigating, complaining about, or cooperating with respect to a suspected violation of law (including any whistleblower retaliation claim), whether in response to a subpoena or otherwise, without notice to the Company, or (ii) disclosing trade secrets in a complaint or other document filed in an arbitration, lawsuit, or other proceeding (including any whistleblower retaliation claim), provided that the filing is made under seal.

(e) Consultant acknowledges and agrees that Consultant is bound by certain restrictive covenants pursuant to the Confidential Separation Agreement and General Release of All Claims by and between Consultant and the Company, dated December 1, 2022, and that nothing contained herein shall be deemed to abrogate such obligations.

6. Compliance with Law. In rendering the Consulting Services, the Consultant Parties will comply with all applicable laws, rules, and regulations, including but not limited to any applicable standards governing the collection, use, storage, and disclosure of information. The Consultant Parties represent that they will maintain appropriate controls and procedures to ensure the Consultant Parties’ compliance with the foregoing. The Consultant Parties assume full responsibility for complying with (x) any registration, licensing or other relevant laws affecting the Consulting Services to be provided by the Consultant Parties, and possesses all the required licenses, registrations and authorizations in each relevant jurisdiction and with respect to the Consulting Services, and (y) any applicable immigration laws or other laws regarding any lawful authorization required to perform the Consulting Services, and possess all required authorizations in each relevant jurisdiction with respect to the same.

7. No Authority. The Consultant acknowledges and agrees that the Consultant Parties do not have authority to act on behalf of, or otherwise bind, any of the Company Parties. Accordingly, the Consultant Parties may not enter into any agreements on behalf of or purport to bind any Company Party, or represent to any person or entity that any Consultant Party has the power to create any obligation, express or implied, on behalf of any Company Party without the Company’s express prior written consent. The Consultant Parties also acknowledge and agree that the Consultant Parties do not have investment discretion or any authority to enter into agreements with respect to any accounts or assets, nor do they exercise any voting or other rights or privileges associated with the ownership of such accounts or assets.

8. Intellectual Property. The Consultant Parties agree that the Company is the exclusive owner of all discoveries, developments, intellectual property, inventions (whether or not patentable), methods, processes, trade secrets, trademarks, domain names, computer programs and code (including source code and object code), research, original works of authorship, writings, or other work product invented, conceived, developed, authored, reduced to practice, or otherwise made (collectively, “Created”) by the Consultant Parties, whether individually or jointly with others, whether in whole or in part in connection with the Consultant Parties’ performance of the Consulting Services or on the Company’s time or with the use of the Company Parties’ information, resources, or materials (collectively, “Developments”), and the Consultant Parties hereby assign any and all right, title, and interest in and to such Developments, including the intellectual property rights therein, to the Company, effective automatically as and when each such Development is Created. For the avoidance of doubt, any copyrightable subject matter embodied in any Development will be considered a “work made for hire” within the meaning of the copyright laws of the United States of America (17 U.S.C. § 101 et seq.) with initial ownership of such subject matter vesting in the Company. To the extent any Development is not deemed a “work made for hire,” or to the extent that the Company would not otherwise automatically own any and all Developments, including all intellectual property rights therein, the Consultant Parties hereby assign all right, title, and interest in and to such Developments, including the intellectual property rights therein, to the Company, effective automatically as and when each such Development is Created. The Company shall have the full worldwide right to use, assign, license and/or transfer all rights in, with, to, or relating to any and all Developments (and all intellectual property rights therein). Whenever requested to do so by the Company (whether during the Consulting Term or thereafter), the Consultant Parties will execute any instruments, and do all other things that the Company deems necessary or appropriate to evidence, confirm, or give effect to the foregoing assignment or to apply for and obtain patents or trademark or copyright registrations, or to otherwise protect the Company’s interest therein (without additional compensation to the Consultant).

9. Arbitration. It is the intention of Consultant and Company that the Federal Arbitration Act and the California Arbitration Act shall apply with respect to the arbitration of disputes, claims, and controversies pursuant to, arising under, or in connection with this Agreement. Except for injunctive proceedings against unauthorized disclosure of confidential information or other actual or threatened breach of this Agreement that may cause irreparable and continuing injury to the Company or its subsidiaries or affiliates for which there is no adequate remedy at law (and upon the issuance or denial of an injunction the underlying merits of any dispute will be resolved in accordance with the remainder of this Section), any and all claims or controversies between Company or any Subsidiary and Consultant, including but not limited to (a) those involving the construction or application of any of the terms, provisions, or conditions of this Agreement or the Policies; (b) all contract or tort claims of any kind; and (c) any claim based on any federal, state, or local law, statute, regulation, or ordinance, shall be settled by arbitration in accordance with the then current Commercial Dispute Resolution Rules of the American Arbitration Association (“AAA”) or the Commercial Arbitration Rules & Procedures of the Judicial Arbitration and Mediation Service (“JAMS”), as selected by Company or a Subsidiary. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction over Company and Consultant. The location of the arbitration shall be San Francisco, California. Unless Company or a Subsidiary and Consultant mutually agree otherwise, the arbitrator shall be a retired judge selected from a panel provided by the AAA or JAMS. Company, or a Subsidiary, if the Subsidiary is a party to the arbitration proceeding, shall pay the arbitrator’s fees and costs. Consultant shall pay for Consultant’s own costs and attorneys’ fees, if any. Company and any Subsidiary that is a party to an arbitration proceeding shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys’ fees, the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party. CONSULTANT UNDERSTANDS AND AGREES THAT THIS AGREEMENT TO ARBITRATE CONSTITUTES A WAIVER OF CONSULTANT’S RIGHT TO A TRIAL BY JURY OF ANY MATTERS COVERED BY THIS AGREEMENT TO ARBITRATE. Nothing in this Section shall be construed in a manner that would violate any law.

10. Warranties

(a) The Consultant Parties warrant that their performance of the Consulting Services will not violate (i) any applicable law, rule, or regulation; (ii) any contracts with any third-parties, or (iii) any third-party rights in any patent, trademark, service mark, trade name, copyright, trade secret, or other property. The Consultant Parties further warrant that they are the lawful owners or licensees of any software programs or other materials used by the Consultant Parties in the performance of the Consulting Services and that the Consultant Parties have all rights necessary to convey to the Company the unencumbered ownership of any Developments, work product, and/or other deliverables.

(b) The Consultant Parties hereby represent and warrant that they are not currently engaged, nor will they engage during the term of this Agreement hereunder, in or on any other project or matter (including, without limitation, the provision of similar services to parties other than the Company) that might reasonably be construed to be in conflict with the Consulting Services.

11. Termination.

(a) Either the Consultant or the Company may terminate the Consulting Services at any time by giving the other Party at least ten (10) days’ prior written notice.

(b) If the Consulting Services are terminated by the Company prior to February 28, 2023, subject to Consultant’s continued compliance with any restrictive covenants by which the Consultant may be bound, the Consulting Options shall automatically vest and become exercisable as of the termination date, which shall satisfy all of the Company’s obligations to the Consultant. If the Consulting Services are terminated by the Consultant prior to February 28, 2023, (x) the Consultant shall retain any Consulting Options that are vested as of the termination date and (y) the Consultant shall automatically forfeit the Consulting Options that are unvested as of the termination date for no consideration, which shall satisfy all of the Company’s obligations to the Consultant. The retained vested Consulting Options shall remain subject to the terms and conditions of the Equity Plan and applicable award agreement.

12. Miscellaneous.

(a) Entire Agreement. Except as provided in Section 5(e), this Agreement constitutes the entire agreement of the Parties and replaces and supersedes any prior agreements, understandings, or arrangements between any of the Company Parties, on the one hand, and any of the Consultant Parties, on the other hand with respect to the subject matters contained herein.

(b) Amendment; Waiver. This Agreement may not be amended, altered, waived, or superseded except by a written an instrument signed by the Consultant and another of the Company. A waiver of any breach of this Agreement, or the failure to enforce any term or provision of this Agreement, shall not in any way affect, limit, or waive a Party’s rights to fully enforce the same or any other term or provision of this Agreement in the future.

(c) Successors and Assigns. The Consultant will not assign, transfer, or subcontract this Agreement or any of the Consultant’s obligations hereunder without the prior written consent of the Company. This Agreement shall inure to the benefit of the successors and assigns of the Company, and the Company may, without Consultant’s prior consent, assign its rights and obligations under this Agreement or any part hereof to one or more of the Company Parties or as otherwise permitted by law, or assign this Agreement in its entirety to a successor to all or substantially all of its business or assets to which this Agreement relates.

(d) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Tennessee, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

(e) Notices. All notices, demands and other communications hereunder shall be in writing and shall be given both by email and by overnight delivery (either FedEx or UPS) as follows: (i) in the case of the Consultant, to the last address and/or email address on file with the Company and (ii) in the case of the Company, to its executive offices, attention to the General Counsel or, in each case, to such other address, and with such other copies, as either Party may hereafter specify in writing in accordance with this Section 12(e) for the purpose of receiving notice. Each such notice or other communication shall be effective at the time so indicated by the confirmation of delivery provided by UPS or FedEx.

(f) Severability. If any provision or clause of this Agreement is found to be invalid or unenforceable under any applicable law, this Agreement shall be considered severable and divisible, and an arbitrator or reviewing court shall have the authority to “blue pencil” or otherwise modify this Agreement so as to make it fully valid and enforceable while enforcing the original intent of the parties, as reflected herein, to the maximum extent possible.

(g) Construction. This Agreement shall be interpreted strictly in accordance with its terms, to the maximum extent permissible under governing law, and shall not be construed against or in favor of any Party, regardless of which Party drafted this Agreement or any provision hereof.

(i) Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. True and accurate copies of this Agreement shall have the same force and effect as original hereof.

(j) Third Party Beneficiaries. Each and all of the Company Parties are intended third-party beneficiaries of this Agreement and shall have standing to enforce this Agreement in accordance with its terms.

(k) Survival. Sections 3, 4(c), 5, 6, 7, 8, 9, 10, 11, and 12 of this Agreement (the “Surviving Provisions”) shall survive the termination of the Consulting Services hereunder and shall remain in full force and effect following such termination.

[Signature page follows]

The Company and the Consultant have duly executed this Agreement:

APPENDIX A

Consulting Services

Consultant shall devote an average of 10 hours per week to discharge the Consulting Services contemplated hereby, including the provision of services to facilitate the transition of responsibility of the Chief Executive Officer role, as may be reasonably required by the person(s) identified in Section 2 of the Consulting Agreement.

Appendix A to Consulting Agreement

Exhibit 10.3

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of December 2, 2022 (the “Effective Date”), by and between OncoCyte, Corporation (the “Company”), a California corporation located at 15 Cushing, Irvine, California 92618 and Joshua Riggs (“Executive”).

WITNESSETH:

WHEREAS, the Company desires to continue to employ Executive on the terms and conditions set forth herein; and

WHEREAS, Executive desires to be employed by the Company on such terms and conditions.

NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth, the parties hereto agree as follows:

1. Engagement; Position and Duties.

(a) Position and Duties. During the Term (as defined below) until such time as a permanent Chief Executive Officer commences employment, the Company agrees to employ Executive in the position of Interim Chief Executive Officer of the Company (“Interim CEO”). In such position, Executive shall have such duties and responsibilities attendant to the position of Interim Chief Executive Officer and shall render services consistent with such position, as applicable and appropriate and such services as the Board of Directors of the Company (the “Board of Directors”) may from time to time direct or require. As Interim CEO, Executive shall report to the Board of Directors. At such time that a permanent Chief Executive Officer commences employment with the Company (such date, the “CEO Commencement Date”), (i) Executive shall serve as a senior executive of the Company with such duties and responsibilities that are reasonably agreed between Executive and the Board of Directors and (ii) Executive will be deemed to have automatically resigned as Interim CEO (and any positions or offices affiliated with such title, including as a director of the Board of Director, if applicable). During the Term, Executive shall devote best efforts, skills and abilities, on a full-time basis, exclusively to the Company’s business. Executive covenants and agrees to faithfully adhere to and fulfill such policies as are established from time to time by the Board of Directors or the Company (“Policies”).

(b) Place of Performance. Executive’s principal place of employment with the Company shall be at the Company’s headquarters in Irvine, California, or as otherwise determined from time to time by the Board of Directors, provided that Executive shall perform Executive’s duties and responsibilities hereunder with due care and in accordance with all Company policies (including any remote-working policies as in effect from time to time), and provided further that Executive understands and agrees that Executive may be required to travel from time to time for business purposes.

(c) Performance of Services for Subsidiaries. In addition to the performance of services for Company, Executive shall, to the extent so required by Company, also perform services for one or more members of a consolidated group of which Company is a part, provided that such services are consistent with the kind of services Executive performs or may be required to perform for Company under this Agreement. If Executive performs any services for any subsidiary that is wholly-owned or partially owned by OncoCyte (each a “Subsidiary”), Executive shall not be entitled to receive any compensation or remuneration in addition to or in lieu of the compensation and remuneration provided under this Agreement on account of such services for the Subsidiary. The Policies will govern Executive’s employment by Company and any Subsidiaries for which Executive is asked to provide Services. In addition, Executive covenants and agrees that Executive will faithfully adhere to and fulfill such additional policies as may be established from time to time by the board of directors of any Subsidiary for which Executive performs services, including to the extent that such policies and procedures differ from or are in addition to the Policies adopted by Company.

(d) No Conflicting Obligations. Executive represents and warrants to Company that Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with Executive’s obligations under this Agreement or that would prohibit Executive, contractually or otherwise, from performing Executive’s duties as under this Agreement and the Policies.

(e) No Unauthorized Use of Third Party Intellectual Property. Executive represents and warrants to Company that Executive will not use or disclose, in connection with Executive’s employment by Company or any Subsidiary, any patents, trade secrets, confidential information, or other proprietary information or intellectual property as to which any other person has any right, title or interest, except to the extent that Company or a Subsidiary holds a valid license or other written permission for such use from the owner(s) thereof. Executive represents and warrants to Company that Executive has returned all property and confidential information belonging to any prior employer.

(f) The “Term” shall mean the period commencing as of the Effective Date and continuing until the earlier of (i) such time as Executive’s employment is terminated in accordance with Section 5 or (ii) the one-year anniversary of the Effective Date. To the extent Executive’s employment with the Company continues beyond the end of the Term, Executive will continue as an “at-will” employee, such that either party may terminate Executive’s employment at any time, for any reason or no reason.

2. Compensation

(a) Salary. During the Term, Executive’s annual base salary shall be Three Hundred Thousand Dollars ($300,000) (pro-rated for partial years), less applicable taxes and deductions (such annual base salary, “Base Salary”). Executive’s Base Salary shall be paid in accordance the Company’s regular salary payment practices, as in effect from time to time.

(b) Bonus. During the Term, Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) with a target bonus opportunity equal to 50% of base salary. Executive’s Annual Bonus, if any, for calendar year 2022, shall be subject to the achievement of the parameters and objectives used to determine the amount of the Annual Bonus immediately prior to the Effective Date, assessed and determined by the Board (or committee thereof). Executive’s Annual Bonus, if any, for calendar year 2023, shall be based on and subject to the achievement of Company and/or individual performance objectives established (in consultation with Executive), approved, assessed and determined by the Board (or a committee thereof).

Notwithstanding the foregoing, Executive’s Annual Bonus, if any, earned, if at all, shall be determined as follows: (i) in respect of the 2022 calendar year: (A) the portion of Executive’s Annual Bonus, if any, that relates to Executive’s employment with the Company from January 1, 2022, through the day immediately prior to the Effective Date, shall be calculated based on the target bonus opportunity in effect immediately prior the Effective Date applicable to the base salary paid to Executive during such period and (B) the portion of Executive’s Annual Bonus, if any, that relates to Executive’s employment with the Company from the Effective Date through December 31, 2022, shall be calculated based on a target bonus opportunity equal to 50% applicable to the base salary paid to Executive during such period, and (ii) in respect of the 2023 calendar year: (A) the portion of Executive’s Annual Bonus, if any, that relates to Executive’s employment with the Company from January 1, 2023, through the one year anniversary of the Effective Date, shall be calculated based on a target bonus opportunity equal to 50% applicable to the base salary paid to Executive during such period and (B) the portion of Executive’s Annual Bonus, if any, that relates to Executive’s employment with the Company from the day after the one year anniversary of the Effective Date through December 31, 2023, shall be calculated based on the target bonus opportunity, determined by the Board (or committee thereof), which shall not be less than the target bonus opportunity in effect immediately prior to the Effective Date, applicable to the base salary paid to Executive during such period.

The Annual Bonus shall not be earned until paid and shall not be paid unless Executive remains an employee (and has not received notice of termination of employment for Cause) of Company on the date of payment.

(c) Stock Options. The Company shall grant Executive a one-time award under the Company’s 2018 Equity Incentive Plan, as amended from time to time (the “Plan”) of options to purchase 250,000 shares of Company “Common Stock,” as defined in the Plan, effective three business days following the Effective Date (the “Equity Grant”). The exercise price of the options in the Equity Grant shall be the fair market value of a share of Company Common Stock on the applicable effective date of grant, determined in accordance with the Plan. Executive shall execute a stock option agreement provided by the Company consistent with the terms of the option grant and the Plan. The options in the Equity Grant shall vest and thereby become exercisable upon the one-year anniversary of the Effective Date, upon Executive’s completion of one year of continuous service as an employee of Company or of a Subsidiary from the Effective Date subject to Executive’s continued compliance with any restrictive covenants by which Executive may be bound. Continuous service shall have the meaning ascribed in the Plan. Except to the extent that provisions of the Plan relating to termination of continuous service as an employee apply to the termination of options, to the extent not exercised, the options shall expire ten years from the effective date of grant. The options shall be incentive stock options to the extent permitted by Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

(d) Expense Reimbursements. During the Term, the Company or a Subsidiary shall reimburse Executive for reasonable and necessary travel and other business expenses incurred by Executive in the performance of Executive’s duties under this Agreement, subject to necessary documentation and in accordance with the Company’s Policies and procedures in effect from time to time.

(e) Benefit Plans. During the Term, Executive may be eligible (to the extent Executive qualifies) to participate in certain retirement, pension, life, health, accident and disability insurance, equity incentive plan or other similar employee benefit plans, which may be adopted by Company for its executive officers or other employees. Company and the Subsidiaries have the right, at any time and without any amendment of this Agreement, and without prior notice to or consent from Executive, to adopt, amend, change, or terminate any such benefit plans that may now be in effect or that may be adopted in the future, in each case without any further financial obligation to Executive; provided that such unilateral change does apply to Executive in a manner different than other Company executives or employees of a comparable executive level, except for changes required by applicable federal, state, or local law, or implemented in response to any change of federal, state or local law or regulation. Any benefits to which Executive may be entitled under any benefit plan shall be governed by the terms and conditions of the applicable benefit plan, and any related plan documents, as in effect from time to time. If Executive receives any grant of stock options or stock or stock related equity awards (“Awards”) under any stock option plan, stock purchase plan, or other equity incentive plan of Company (an “Equity Plan”), the terms and conditions of the Award, and Executive’s rights with respect to the Award, shall be governed by (i) the terms of the Equity Plan, as the same may be amended from time to time, and (ii) the terms and conditions of any stock option agreement, stock purchase agreement, or other agreement that Executive may sign or be required to sign with respect to any Award.

(f) Vacation; Sick Leave. During the Term, Executive shall be entitled to paid time off and sick leave in accordance with the Policies of the Company. Executive’s vacation shall be taken at such time as is consistent with the needs and Policies of Company and its Subsidiaries. All vacation days and sick leave days shall accrue annually based upon days of service. Executive’s right to leave from work due to illness is subject to the Policies and the provisions of this Agreement governing termination due to disability, sickness or illness. The Policies governing the disposition of unused vacation days and sick leave days remaining at the end of Company’s fiscal year shall govern whether unused vacation days or sick leave days will be paid, lost, or carried over into subsequent fiscal years.

(g) Indemnification. The Company shall enter into the Company’s standard form indemnification agreement for officers and directors with Executive.

3. Inventions/Intellectual Property/Confidential Information. Executive acknowledges the execution and delivery to Company of an Employee Confidential Information and Inventions Assignment Agreement” (the “Confidentiality and IP Agreement”), attached hereto as Exhibit A.

4. Additional Restrictive Covenants.

(a) Cooperation. Executive agrees that during Executive’s employment with the Company and thereafter (regardless of whether Executive resigns or is terminated, or the reason for such resignation or termination), Executive shall, without any additional consideration, provide reasonable and timely cooperation in connection with (a) any actual or threatened litigation, inquiry, review, investigation, process, or other matter, action, or proceeding (whether conducted by or before any arbitrator, court, regulatory, or governmental entity, or otherwise, or by or on behalf of the Company, any Subsidiary, or any of their respective affiliates), that relates to events occurring during Executive’s employment with the Company or about which the Company otherwise believes Executive may have relevant information; (b) the transitioning of Executive’s role and responsibilities to other personnel; and (c) the provision of information in response to the Company’s requests and inquiries in connection with Executive’s separation and/or relating to topics about which the Company otherwise believes Executive may have relevant information. Executive’s cooperation shall include being available to (i) meet with and provide information to the Company and each of the Company Entities (as defined below) and each and all of their respective shareholders, interest holders, unit holders, advisors, managers, officers, directors, partners, principals, members, employees, fiduciaries, representatives, and agents (each a “Company Party”) and their counsel or other agents in connection with fact-finding, investigatory, discovery, and/or pre-litigation or other proceeding issues, and (ii) provide truthful testimony (including via affidavit, deposition, at trial, or otherwise) in connection with any such matter, all without the requirement of being subpoenaed. The Company shall try to schedule Executive’s cooperation pursuant to this Section so as not to unduly interfere with Executive’s other personal or professional pursuits

(b) Non-Disparagement; Non-Publicity. Except as provided in Section 1.6 of the Confidentiality and IP Agreement, Executive agrees that, both during and after Executive’s employment, Executive will not, whether in private or in public, directly or indirectly, make, publish, encourage, ratify, or authorize, or aid, assist, or direct any other person or entity in making or publishing, whether in written, oral, digital, or any other form: (a) any statements, postings, or other communications that are defamatory, malicious, or slanderous about, or that are misrepresentative of any of the Company, any Subsidiary, or any of their respective agents, affiliates, customers, directors, employees, executives, investors, officers, members, or representatives, or (b) any statements, postings, or other communications that in any way defame, damage, or disparage the Company and its current former or future parents, subsidiaries, affiliates, or related entities (the “Company Entities”) or their respective investors, products, employees, partners, or services. Further, Executive agrees not to do any of the following except as within the performance of Executive’s lawful and authorized duties within the scope of Executive’s employment with the Company or pursuant to the explicit written approval of the Company: (i) communicate with any member of the media concerning any Company Party, (ii) make any statement, posting, or other communication in, on, to, or through any media (whether print, television, radio, the internet, social media, or with or through any reporter, blogger, “app” (such as TikTok, Instagram, Snapchat, or the like), or otherwise (collectively “Media”)) that purports to be on behalf of any Company Party, or which a third party may perceive (A) has been authorized, approved, or endorsed by a Company Party or (B) reflects the views of any Company Party, or otherwise includes any Confidential Information, (iii) conduct any Company business activity on any Media, (iv) provide any Company Party’s promotional material to any person or entity, or (v) direct, aid, encourage, or assist any other person or entity to do any of the foregoing; provided that nothing in this Section 3(c) shall be construed in a manner that would violate any law. Nothing in this Agreement prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful. Further, nothing in this Agreement prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful.

5. Termination of Employment. During the Term:

(a) Resignation by Executive. Executive may resign Executive’s employment at any time, for any reason, or for no reason upon at least thirty (30) days prior written notice to the Company; provided, however that the notice requirements upon a resignation for Good Reason shall be the notice required pursuant to the definition of Good Reason (as defined below), provided further that the Company may, at any time during such 30-day period, relieve Executive from all or any of Executive’s duties for all or part of the remainder of such 30-day period (including a requirement that Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Company’s agents, employees, customers, clients, distributors and suppliers) and provided further that the Company may, in its sole discretion, waive all or part of such notice period, in which case Executive’s employment shall terminate on such date as directed by the Company.

(b) Termination by the Company without Cause. The Company may terminate Executive’s employment without Cause (as defined below) at any time.

(c) Termination by the Company for Cause. The Company may terminate Executive’s employment with Cause at any time upon written notice to Executive.

(d) Termination Upon Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death. If Executive sustains a Disability (as defined below) while Executive is employed by the Company, the Company may terminate Executive’s employment by giving Executive thirty (30) days written notice of the Company’s intent to terminate Executive’s employment. Notwithstanding the foregoing, nothing in this Section 5(d) shall be construed to waive Executive’s rights, if any, under applicable law.

6. Payments Due Upon Termination of Employment. Except as otherwise provided in this Agreement, upon termination of Executive’s employment, Company and the Subsidiaries shall have no further obligation to Executive, by way of compensation or otherwise.

(a) Upon termination of Executive’s employment with Company at any time and for any reason, in the event of the termination of Executive’s employment by Company for Cause, or termination of Executive’s employment as a result of death, Disability, Executive’s resignation for Good Reason or without Good Reason, Executive will be entitled to receive only the severance benefits set forth below and those provided in the Severance Agreement, if applicable, pursuant to the terms and conditions thereof, and Executive will not be entitled to any other compensation, award, or damages with respect to Executive’s employment or termination of employment.

(i) Termination for Cause, Death, Disability, or Resignation without Good Reason. In the event of the termination of Executive’s employment by Company for Cause, or termination of Executive’s employment as a result of death, Disability, or resignation, Executive will be entitled to receive payment for all accrued but unpaid salary actually earned prior to or as of the date of termination of Executive’s employment, and vacation or paid time off accrued as of the date of termination of Executive’s employment. Executive will not be entitled to any cash severance benefits or additional vesting of any stock options or other equity or cash awards except as provided in Section 5(a)(ii) or the Severance Agreement, in the event of a termination of Executive’s employment by Company without Cause or if Executive resigns for Good Reason, subject to the terms and conditions of Section 5(a)(ii) and the Severance Agreement, as applicable.

(ii) Termination Without Cause or Resignation for Good Reason. In the event of a termination of Executive’s employment by Company without Cause (excluding due to Disability) or Executive resigns for Good Reason, subject to Executive’s continued compliance with any restrictive covenants by which Executive may be bound, including but not limited to those contained in Section 3 hereof and those set forth in the Confidentiality and IP Agreement, Executive will be entitled to (A) the benefits set forth in Section (a)(i) and (B) if the date of termination occurs: (x) during the Term, a pro-rated portion of the Annual Bonus, if any, for the year of termination, based on actual performance (determined by multiplying the amount of such Annual Bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that Executive is employed by the Company and the denominator of which is 365) or (y) after the Term but prior to the payment of the Annual Bonus, if any, in respect of the 2023 fiscal year, a pro-rated portion of the Annual Bonus, if any, in respect of the 2023 fiscal year, based on actual performance (determined by multiplying the amount of such Annual Bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that Executive is employed by the Company and the denominator of which is 365), in each case, paid on the later of (x) the first regularly scheduled payroll date following the 60th day following Executive’s termination of employment and (y) in the calendar year following the calendar year to which the Annual Bonus relates on the date such Annual Bonus would have been paid if Executive’s employment had not terminated.

(b) Release. The Company’s obligation to make such payments under Section (a)(ii) and provide any other such benefits contemplated herein shall be contingent upon Executive’s execution of a release in a form and containing such substance as reasonably acceptable to the Company (the “Release”), which Release must be signed and any applicable revocation period with respect thereto must have expired by the 30th day following Executive’s termination of employment (or such other time period as required by applicable law). The Release will not waive any of Executive’s rights, or obligations of the Company or its successor in interest and the Subsidiaries, regarding: (1) any right to indemnification and/or contribution, advancement or payment of related expenses Executive may have pursuant to the Company’s Bylaws, Articles of Incorporation, under any written indemnification or other agreement between the parties, and/or under applicable law; (2) any rights that Executive may have to insurance coverage under any directors and officers liability insurance, other insurance policies of the Company, COBRA or any similar state law; (3) any claims for worker’s compensation, state disability or unemployment insurance benefits, or any other claims that cannot be released as a matter of applicable law; (4) rights to any vested benefits under any stock, compensation or other employee benefit plan of the Company; (5) any rights Executive may have as an existing shareholder of the Company; and (6) any claims arising after the effective date of the Release. Nothing in the Release or any other agreement between Executive and the Company will prohibit or prevent Executive from providing truthful testimony or otherwise responding accurately and fully to any question, inquiry or request for information or documents when required by legal process, subpoena, notice, court order or law (including, without limitation, in any criminal, civil, or regulatory proceeding or investigation), or as necessary in any action for enforcement or claimed breach of this Agreement or any other legal dispute with the Company.

(c) Section 280G of the Code.

(i) Notwithstanding anything in this Agreement to the contrary, if any payment, distribution, or other benefit provided by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the “Payments”), (x) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (y) but for this Section 5(c) would be subject to the excise tax imposed by Section 4999 of the Code or any similar or successor provision thereto (the “Excise Tax”), then the Payments shall be either: (A) delivered in full pursuant to the terms of this Agreement, or (B) delivered to such lesser extent as would result in no portion of the payment being subject to the Excise Tax, as determined in accordance with Section 5(b).

(ii) The determination of whether Section 5(c)(i)(A) or Section 5(c)(i)(B) shall be given effect shall be made by the Company on the basis of which of such clauses results in the receipt by Executive of the greater Net After-Tax Receipt (as defined herein) of the aggregate Payments. The term “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Section 280G of the Code) of the payments net of all applicable federal, state and local income, employment, and other applicable taxes and the Excise Tax.

(iii) If Section 5(c)(i)(B) is given effect, the reduction shall be accomplished in accordance with Section 409A of the Code and the following: first by reducing, on a pro rata basis, cash Payments that are exempt from Section 409A of the Code; second by reducing, on a pro rata basis, other cash Payments; and third by forfeiting any equity-based awards that vest and become payable, starting with the most recent equity-based awards that vest, to the extent necessary to accomplish such reduction.

(iv) Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5(c) shall be made by the Company’s independent accountants or compensation consultants (the “Third Party”), and all such determinations shall be conclusive, final and binding on the parties hereto. The Company and Executive shall furnish to the Third Party such information and documents as the Third Party may reasonably request in order to make a determination under this Section 5(c). The Third Party shall provide detailed supporting calculations both to the Company and Executive. The Company shall bear all fees and costs of the Third Party with respect to all determinations under or contemplated by this Section 5(c).

(v) If, at the time of a transaction giving rise to Payments that could constitute “parachute payments” within the meaning of Section 280G of the Code, the stock of the Company is not readily tradable on an established securities market and the Company determines that the exemption described in Section 280G(b)(5) of the Code would apply to the Payments if the requisite shareholder approval is obtained in accordance with the terms and conditions of Section 280G of the Code, the Company shall use commercially reasonable efforts to seek the requisite shareholder approval of the Payments such that no Payments would constitute “excess parachute payments.”

(d) Definitions. For purposes of this Section, the following definitions shall apply:

(i) “Cause” shall have the meaning ascribed to such term in the Severance Agreement.

(ii) “Disability” shall mean Executive’s inability to perform the essential functions of Executive’s job responsibilities, despite any reasonable accommodation required by applicable law, for a period of one hundred eighty (180) days in the aggregate in any twelve (12) month period.

(iii) “Good Reason” shall have the meaning ascribed to such term in the Severance Agreement.

(iv) “Severance Agreement” shall mean that certain amended and restated change in control and severance agreement plan entered into by and between the Company and Executive, effective as of December 2, 2022.

7. Turnover of Property and Documents on Termination. Executive agrees that on or before termination of Executive’s employment, or at any other time at the Company’s or Board of Director’s request, Executive will return to Company, and all Subsidiaries, all equipment and other property belonging to Company and the Subsidiaries, and all originals and copies of confidential information (in any and all media and formats, and including any document or other item containing Confidential Information as defined in Exhibit A) in Executive’s possession or control, and all of the following (in any and all media and formats, and whether or not constituting or containing confidential information) in Executive’s possession or control: (a) lists and sources of customers; (b) proposals or drafts of proposals for any research grant, research or development project or program, marketing plan, licensing arrangement, or other arrangement with any third party; (c) reports, notations of the Executive, laboratory notes, specifications, and drawings pertaining to the research, development, products, patents, and technology of Company and any Subsidiaries; (d) any and all intellectual property developed by Executive during the course of employment; and (e) the manual and memoranda related to the Policies. To the extent there is a conflict between this Section 6 and the Confidentiality and IP Agreement executed by the Executive, the Confidentiality and IP Agreement provisions control.

8. Resignation as a Director on Termination of Employment. Upon termination of Executive’s employment for any reason by either party, Executive hereby agrees that Executive shall automatically be treated as having resigned from any offices or positions related to the Company (including as a member of the Board of Directors, if applicable) or any of its affiliates, and shall timely execute any documents required to effectuate the same.

9. Arbitration. It is the intention of Executive and Company that the Federal Arbitration Act and the California Arbitration Act shall apply with respect to the arbitration of disputes, claims, and controversies pursuant to, arising under, or in connection with this Agreement (including its Exhibit A Confidentiality and IP Agreement). Except for injunctive proceedings against unauthorized disclosure of confidential information or other actual or threatened breach of this Agreement or its Exhibit A Confidentially and IP Agreement that may cause irreparable and continuing injury to the Company or its subsidiaries or affiliates for which there is no adequate remedy at law (and upon the issuance or denial of an injunction the underlying merits of any dispute will be resolved in accordance with the remainder of this Section), any and all claims or controversies between Company or any Subsidiary and Executive, including but not limited to (a) those involving the construction or application of any of the terms, provisions, or conditions of this Agreement or the Policies; (b) all contract or tort claims of any kind; and (c) any claim based on any federal, state, or local law, statute, regulation, or ordinance, shall be settled by arbitration in accordance with the then current Employment Dispute Resolution Rules of the American Arbitration Association (“AAA”) or the Employment Arbitration Rules & Procedures of the Judicial Arbitration and Mediation Service (“JAMS”), as selected by Company or a Subsidiary. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction over Company and Executive. The location of the arbitration shall be San Francisco, California. Unless Company or a Subsidiary and Executive mutually agree otherwise, the arbitrator shall be a retired judge selected from a panel provided by the AAA or the JAMS. Company, or a Subsidiary, if the Subsidiary is a party to the arbitration proceeding, shall pay the arbitrator’s fees and costs. Executive shall pay for Executive’s own costs and attorneys’ fees, if any. Company and any Subsidiary that is a party to an arbitration proceeding shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys’ fees, the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party. Notwithstanding the foregoing, nothing in this Section shall be construed in a manner that would violate any law.

EXECUTIVE UNDERSTANDS AND AGREES THAT THIS AGREEMENT TO ARBITRATE CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A TRIAL BY JURY OF ANY MATTERS COVERED BY THIS AGREEMENT TO ARBITRATE.

10. Severability. In the event that any of the provisions of this Agreement or the Policies shall be held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement or the Policies. In the event that any provision relating to a time period of restriction shall be declared by an arbitrator or court of competent jurisdiction to exceed the maximum time period such arbitrator or court deems reasonable and enforceable, then the time period of restriction deemed reasonable and enforceable by the arbitrator or court shall become and shall thereafter be the maximum time period.

11. Agreement Read and Understood. Executive acknowledges that Executive has carefully read the terms of this Agreement, that Executive has had an opportunity to consult with an attorney or other representative of Executive’s own choosing regarding this Agreement, that Executive understands the terms of this Agreement and that Executive is entering this Agreement of Executive’s own free will.

12. Complete Agreement, Modification. This Agreement, the Confidentiality and IP Agreement, and the Severance Agreement are the complete agreement between Executive and Company on the subjects contained in this Agreement. This Agreement supersedes and replaces all previous correspondence, promises, representations, and agreements, if any, either written or oral with respect to Executive’s employment by Company or any Subsidiary and any matter covered by this Agreement. No provision of this Agreement may be modified, amended, or waived except by a written document signed both by Company and Executive.

13. Governing Law. This Agreement shall be construed and enforced according to the laws of the State of California.

14. Assignability. This Agreement, and the rights and obligations of Executive and Company under this Agreement, may not be assigned by Executive. Company may assign any of its rights and obligations under this Agreement to any successor or surviving corporation, limited liability company, or other entity resulting from a merger, consolidation, sale of assets, sale of stock, sale of membership interests, or other reorganization, upon condition that the assignee shall assume, either expressly or by operation of law, all of Company’s obligations under this Agreement.

15. Taxes.

(a) Generally. The Company or any Subsidiary may withhold from any payments made under this Agreement all applicable taxes, including, but not limited to, income, employment and social insurance taxes as shall be required by law. Executive acknowledges and represents that the Company has not provided any tax advice to Executive in connection with this Agreement and that Executive has been advised by the Company to seek tax advice from Executive’s own tax advisors regarding this Agreement and payments that may be made to Executive pursuant to this Agreement.

(b) Section 409A. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code, and the rules and regulations promulgated thereunder (“Section 409A”), or shall comply with the requirements of such provision and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Section 409A. To the extent the Company determines that any provision of this Agreement would cause Executive to incur any additional tax or interest under Section 409A, the Company shall be entitled to reform such provision to attempt to comply with or be exempt from Section 409A through good faith modifications. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company without violating the provisions of Section 409A. Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Section 409A upon or following a termination of Executive’s employment unless such termination is also a “separation from service” within the meaning of Section 409A. For purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean a “separation from service” and the date of such separation from service shall be the date of termination for purposes of any such payment or benefits. Each payment under this Agreement or otherwise in a series of payments shall be treated as a separate payment for purposes of Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A. To the extent that any reimbursements pursuant to this Agreement or otherwise are taxable to Executive, any reimbursement payment due to Executive shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that, Executive has provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’ or one of its subsidiaries’ expense reimbursement policies. Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any provision in this Agreement to the contrary, if on the date of Executive’s termination from employment with the Company Executive is deemed to be a “specified employee” within the meaning of Section 409A using the identification methodology selected by the Company from time to time, or if none, the default methodology under Section 409A, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A shall be delayed and paid or provided (or commence, in the case of installments) on the first payroll date on or following the earlier of (i) the date which is six (6) months and one (1) day after Executive’s termination of employment for any reason other than death, and (ii) the date of Executive’s death, and any remaining payments and benefits shall be paid or provided in accordance with the normal payment dates specified for such payment or benefit. Each payment under this Agreement will be treated as a separate payment for purposes of Section 409A and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. Notwithstanding any of the foregoing to the contrary, the Company and its affiliates and its and their respective officers, directors, employees, or agents make no guarantee that the terms of this Agreement as written comply with, or are exempt from, the provisions of Section 409A, and none of the foregoing shall have any liability for the failure of the terms of this Agreement as written to comply with, or be exempt from, the provisions of Section 409A.

16. Survival. The covenants and agreements contained in Sections 3, 4, 7, and 9-15 of this Agreement, as well as the Confidentiality and IP Agreement, shall survive termination of this Agreement and Executive’s employment.

17. Notices. Any notices or other communication required or permitted to be given under this Agreement shall be in writing and shall be mailed by certified mail, return receipt requested, or sent by next business day air courier service, personally delivered to the party to whom it is to be given, or transmitted via electronic mail. Notices will be deemed to have been given hereunder and received when delivered personally, when received if transmitted via electronic mail, five (5) days after deposit in the U.S. mail and one (1) day business after deposit for next business day. Notices shall be addressed as follows (or to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 17):

If to the Company:

OncoCyte Corporation

15 Cushing

Irvine, California 92618

Attention: General Counsel

If to Executive, to Executive’s physical and/or email address most recently on file with the Company.

[Signatures to the Employment Agreement Are Found on the Following Page]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

Signature Page to Employment Agreement (Joshua Riggs)

Exhibit A

EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT

In consideration of my continued employment by ONCOCYTE CORPORATION its subsidiaries, parents, affiliates, successors and assigns (together “Company”) pursuant to the Employment Agreement effective as of December 2, 2022 (the “Employment Agreement”) and the compensation paid to me now and during my employment with Company, I, Joshua Riggs, hereby enter into this Employee Confidential Information and Invention Assignment Agreement (the “Agreement”) and agree as follows:

1. Confidential Information Protections.

1.1 Recognition of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment by Company creates a relationship of confidence and trust with respect to Company’s Confidential Information (as defined below) and that Company has a protectable interest therein. At all times during and after my employment, I will hold in confidence and will not disclose, use, lecture upon, or publish any of Company’s Confidential Information, except as such disclosure, use or publication may be required in connection with my work for Company, or unless an officer of Company expressly authorizes such disclosure. I will obtain Company’s written approval before publishing or submitting for publication any material (written, oral, or otherwise) that discloses and/or incorporates any Confidential Information. I hereby assign to Company any rights I may have or acquire in such Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of Company and its assigns. I will take all reasonable precautions to prevent the inadvertent accidental disclosure of Confidential Information.

1.2 Confidential Information. The term “Confidential Information” shall mean any and all confidential knowledge, data or information of Company. By way of illustration but not limitation, “Confidential Information” includes (a) trade secrets, inventions, algorithms, mask works, ideas, processes, formulas, software in source or object code, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology and all Intellectual Property Rights (as defined below) therein (collectively, “Inventions”), and genetic and protein biomarkers of any and all kinds used in or related to Company diagnostic tests, products, or research, even if not patented or patentable; (b) information regarding research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting procedures, methods of obtaining business, forecasts, future plans and potential strategies, financial projections and business strategies, operational plans, financing and capital-raising plans, activities and agreements, internal services and operational manuals, methods of conducting Company business, suppliers and supplier information, and purchasing; (c) information regarding customers and potential customers of Company, including customer lists, names, representatives, their needs or desires with respect to the types of products or services offered by Company, proposals, bids, contracts and their contents and parties, the type and quantity of products and services provided or sought to be provided to customers and potential customers of Company and other non-public information relating to customers and potential customers; (d) information regarding any of Company’s business partners and their services, including names, representatives, proposals, bids, contracts and their contents and parties, the type and quantity of products and services received by Company, and other non-public information relating to business partners; (e) information regarding personnel, employee lists, compensation, and employee skills; and (f) any other non-public information which a competitor of Company could use to the competitive disadvantage of Company. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information which was known to me prior to my employment with Company or which is generally known in the trade or industry through no breach of this Agreement or other act or omission by me.

1.3 Third Party Information. I understand, in addition, that Company has received and in the future will receive from third parties their confidential and/or proprietary knowledge, data or information (“Third Party Information”) subject to a duty on Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold Third Party Information in confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for Company) or use, except in connection with my work for Company, Third Party Information or unless expressly authorized by an officer of Company in writing.

1.4 Term of Nondisclosure Restrictions. I understand that Confidential Information and Third Party Information is never to be used or disclosed by me, as provided in this Section 1, except in connection with my lawful and authorized duties as an employee of the Company during my employment or as otherwise provided in Section 1.6 below..

1.5 No Improper Use of Information of Prior Employers and Others. During my employment by Company, I will not improperly use or disclose confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of Company any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person.

1.6 . Notwithstanding anything herein to the contrary, in accordance with the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), and other applicable law, nothing in this Section 1, the Employment Agreement to which it is an Exhibit, or any other agreement or Company policy shall prevent Executive from, or expose Executive to criminal or civil liability under federal or state trade secrets law for (i) directly or indirectly, sharing any Company Party’s (as defined in the Employment Agreement) trade secrets or other Confidential Information (except information protected by any Company Party’s attorney-client or work product privilege) with law enforcement, an attorney, or any federal, state, or local government agencies, regulators, or officials (including the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the California Labor & Workforce Development Agency, or any other analogous state or local agencies), for the purpose of investigating or reporting a suspected violation of law (including but not limited to any whistleblower retaliation claim), whether in response to a subpoena or otherwise, without notice to the Company; (ii) disclosing any Company Party’s trade secrets in a filing in connection with a legal claim including but not limited to any whistleblower retaliation claim), provided that the filing is made under seal; (iii) discussing or disclosing information related to Executive’s general job duties or responsibilities; and/or (iv) in any way participating in any action seeking to rectify or address sexual harassment or other illegal conduct, or from making such good faith based allegations relating to sexual harassment, harassment, discrimination, or any other conduct prohibited by law, in accordance with the terms of this Agreement.

2. Assignments of Inventions.

2.1 Definitions. As used in this Agreement, the term “Intellectual Property Rights” means all trade secrets, Copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country; the term “Copyright” means the exclusive legal right to reproduce, perform, display, distribute and make derivative works of a work of authorship (as a literary, musical, or artistic work) recognized by the laws of any jurisdiction or country; and the term “Moral Rights” means all paternity, integrity, disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or country.

2.2 Excluded Inventions and Other Inventions. Attached hereto as Annex A is a list describing all existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or development, and (c) that are not to be assigned to Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafter, other than Company Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

2.3 Assignment of Company Inventions. Inventions assigned to Company or to a third party as directed by Company pursuant to Section 2.6 are referred to in this Agreement as “Company Inventions.” Subject to Section 2.4 and except for Excluded Inventions set forth in Annex A and Other Inventions, I hereby assign to Company all my right, title, and interest in and to any and all Inventions (and all Intellectual Property Rights with respect thereto) made, conceived, reduced to practice, or learned by me, either alone or with others, during the period of my employment by Company. To the extent required by applicable Copyright laws, I agree to assign in the future (when any copyrightable Inventions are first fixed in a tangible medium of expression) my Copyright rights in and to such Inventions. Any assignment of Company Inventions (and all Intellectual Property Rights with respect thereto) hereunder includes an assignment of all Moral Rights. To the extent such Moral Rights cannot be assigned to Company and to the extent the following is allowed by the laws in any country where Moral Rights exist, I hereby unconditionally and irrevocably waive the enforcement of such Moral Rights, and all claims and causes of action of any kind against Company or related to Company’s customers, with respect to such rights. I further acknowledge and agree that neither my successors-in-interest nor legal heirs retain any Moral Rights in any Company Inventions (and any Intellectual Property Rights with respect thereto).

2.4 Unassigned or Nonassignable Inventions. I recognize that this Agreement will not be deemed to require assignment of any Invention that is covered under California Labor Code section 2870(a) (the “Specific Inventions Law”) except for those Inventions that are covered by a contract between Company and the United States or any of its agencies that require full title to such patent or Invention to be in the United States.

2.5 Obligation to Keep Company Informed. During the period of my employment, I will promptly and fully disclose to Company in writing all Inventions authored, conceived, or reduced to practice by me, either alone or jointly with others. At the time of each such disclosure, I will advise Company in writing of any Inventions that I believe fully qualify for protection under the provisions of the Specific Inventions Law; and I will at that time provide to Company in writing all evidence necessary to substantiate that belief. Company will keep in confidence and will not use for any purpose or disclose to third parties without my consent any confidential information disclosed in writing to Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the Specific Inventions Law. I will preserve the confidentiality of any Invention that does not fully qualify for protection under the Specific Inventions Law.

2.6 Government or Third Party. I agree that, as directed by Company, I will assign to a third party, including without limitation the United States, all my right, title, and interest in and to any particular Company Invention.

2.7 Ownership of Work Product. I agree that Company will exclusively own all work product that is made by me (solely or jointly with others) within the scope of my employment, and I hereby irrevocably and unconditionally assign to Company all right, title and interest worldwide in and to such work product. I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment and which are protectable by Copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101). I understand and agree that I have no right to publish on, submit for publishing, or use for any publication any work product protected by this Section, except as necessary to perform services for Company.

2.8 Enforcement of Intellectual Property Rights and Assistance. I will assist Company in every proper way to obtain, and from time to time enforce, United States and foreign Intellectual Property Rights and Moral Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Intellectual Property Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Intellectual Property Rights to Company or its designee, including the United States or any third party designated by Company. My obligation to assist Company with respect to Intellectual Property Rights relating to such Company Inventions in any and all countries will continue beyond the termination of my employment, but Company will compensate me at a reasonable rate after my termination for the time actually spent by me at Company’s request on such assistance. In the event Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and on my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Intellectual Property Rights assigned under this Agreement to Company.

2.9 Incorporation of Software Code. I agree that I will not incorporate into any Company software or otherwise deliver to Company any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company except in strict compliance with Company’s policies regarding the use of such software.

3. Records. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that is required by Company) of all Confidential Information developed by me and all Company Inventions made by me during the period of my employment at Company, which records will be available to and remain the sole property of Company at all times.

4. Duty of Loyalty During Employment. I agree that during the period of my employment by Company, I will not, without Company’s express written consent, directly or indirectly engage in any employment or business activity which is directly or indirectly competitive with, or would otherwise conflict with, my employment by Company.

5. No Solicitation of Employees, Consultants or Contractors. I agree that during the period of my employment and for the one (1) year period after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by Company, I will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of Company, solicit, canvass, approach, encourage, entice or induce any employee or contractor of the Company (or individual who was an employee or contractor of the Company at any point during the twelve (12) months preceding the date of such solicitation or other similar act), with whom I had direct contact with or had access to Confidential Information about by virtue of the my employment with Company, to terminate or lessen his, her or its employment or engagement with the Company..

6. Reasonableness of Restrictions.

6.1 I agree that I have read this entire Agreement and understand it. I agree that this Agreement does not prevent me from earning a living or pursuing my career. I agree that the restrictions contained in this Agreement are reasonable, proper, and necessitated by Company’s legitimate business interests. I represent and agree that I am entering into this Agreement freely and with knowledge of its contents with the intent to be bound by the Agreement and the restrictions contained in it.

6.2 To the extent permitted by applicable law, in the event that an arbitrator or court finds this Agreement, or any of its restrictions, to be ambiguous, unenforceable, or invalid, I and Company agree that the arbitrator or court will read the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and valid to the maximum extent allowed by law.

6.3 To the extent permitted by applicable law, if the arbitrator or court declines to enforce this Agreement in the manner provided in subsection 6.2, Company and I agree that this Agreement will be automatically modified to provide Company with the maximum protection of its business interests allowed by law and I agree to be bound by this Agreement as modified.

7. No Conflicting Agreement or Obligation. I represent that my performance of all the terms of this Agreement and as an employee of Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict with this Agreement.

8. Return of Company Property. When I leave the employ of Company, or at any other time as requested by the Company or the Board of Directors, I will deliver to Company any and all drawings, notes, memoranda, specifications, devices, formulas and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Confidential Information of Company. I agree that I will not copy, delete, or alter any information contained upon my Company computer or Company equipment before I return it to Company. In addition, if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, I agree to provide Company with a computer-useable copy of all such Confidential Information and then permanently delete and expunge such Confidential Information from those systems; and I agree to provide Company access to my system as reasonably requested to verify that the necessary copying and/or deletion is completed. I further agree that any property situated on Company’s premises and owned by Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company’s personnel at any time with or without notice. Prior to leaving, I will cooperate with Company in attending an exit interview and completing and signing Company’s termination statement if required to do so by Company.

9. Legal and Equitable Remedies.

9.1 . I agree that my breach or threatened breach of any of the restrictions set forth this Agreement will result in irreparable and continuing damage to the Company for which there is no adequate remedy at law. Thus, in addition to the Company’s right to arbitrate disputes relating to this Agreement (as set forth in the Employment Agreement), the Company shall be entitled to obtain emergency equitable relief, including a temporary restraining order and/or preliminary injunction, in aid of arbitration, from any state or federal court of competent jurisdiction, without first posting a bond, to restrain any such breach or threatened breach. Such relief shall be in addition to any and all other remedies, including damages, available to the Company and its affiliates against me for such breaches or threatened breaches. Upon the issuance (or denial) of an injunction, the underlying merits of any dispute will be resolved in accordance with the arbitration provisions contained in the Employment Agreement.

9.2 In the event Company enforces this Agreement through an arbitration or court order, I agree that the restrictions of Section 5 will be tolled during the period of such breach and remain in effect for a period of 12 months from the effective date of the Order enforcing the Agreement.

10. Notices. Any notices required or permitted under this Agreement will be given to Company in accordance with the notice provisions contained in the Employment Agreement.

11. Publication of This Agreement to Subsequent Employer or Business Associates of Employee.

11.1 If I am offered employment or the opportunity to enter into any business venture as owner, partner, consultant or other capacity while the restrictions described in Section 5 of this Agreement are in effect I agree to inform my potential employer, partner, co-owner and/or others involved in managing the business with which I have an opportunity to be associated of my obligations under this Agreement and also agree to provide such person or persons with a copy of this Agreement.

11.2 I agree to inform the Company of all employment and business ventures which I enter into while the restrictions described in Section 5 of this Agreement are in effect and I also authorize Company to provide copies of this Agreement to my employer, partner, co-owner and/or others involved in managing the business with which I am employed or associated and to make such persons aware of my obligations under this Agreement.

12. General Provisions.

12.1 Governing Law; Dispute Resolution. This Agreement will be governed by and construed according to the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between residents of California. Any disputes arising form or relating to this Agreement shall be resolved in accordance with the arbitration clause contained in the Employment Agreement.

12.2 Severability. In case any one or more of the provisions, subsections, or sentences contained in this Agreement will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement. If moreover, any one or more of the provisions contained in this Agreement will for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it will be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it will then appear.

12.3 Successors and Assigns. This Agreement is for my benefit and the benefit of Company, its successors, assigns, parent corporations, Subsidiaries, affiliates, and purchasers, and will be binding upon my heirs, executors, administrators and other legal representatives.

12.4 Survival. This Agreement shall survive the termination of my employment, regardless of the reason, and the assignment of this Agreement by Company to any successor in interest or other assignee.

12.5 Employment At-Will. I agree and understand that nothing in this Agreement will change my at-will employment status or confer any right with respect to continuation of employment by Company for any specific period of time.

12.6 Waiver. No waiver by Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach. No waiver by Company of any right under this Agreement will be construed as a waiver of any other right. Company will not be required to give notice to enforce strict adherence to all terms of this Agreement.

12.7 Export. I agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company or any products utilizing such data, in violation of the United States export laws or regulations.

12.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. This Agreement may also be executed and delivered by facsimile signature, PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com).

12.9 Advice of Counsel. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION OF THIS AGREEMENT.

This Agreement shall be effective as of December 2, 2022.

Annex A
To The
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT

EXCLUDED INVENTIONS

1. Excluded Inventions Disclosure. Except as listed in Section 2 below, the following is a complete list of all Excluded Inventions:

2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to the Excluded Inventions generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to the following party(ies):

3. Limited Exclusion Notification.

This is to notify you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and Company does not require you to assign or offer to assign to Company any Invention that you develop entirely on your own time without using Company’s equipment, supplies, facilities or trade secret information, except for those Inventions that either:

a. Relate at the time of conception or reduction to practice to Company’s business, or actual or demonstrably anticipated research or development; or

b. Result from any work performed by you for Company.

To the extent a provision in the foregoing Agreement purports to require you to assign an Invention otherwise excluded from the preceding paragraph, the provision is against the public policy of this state and is unenforceable.

This limited exclusion does not apply to any patent or Invention covered by a contract between Company and the United States or any of its agencies requiring full title to such patent or Invention to be in the United States.

Exhibit 10.4

Amended and restated CHANGE IN CONTROL AND EXECUTIVE

SEVERANCE PLAN AGREEMENT

This Amended and Restated Change in Control and Executive Severance Plan Agreement (the “Agreement”) is entered into by and between Josh Riggs (“you” or “your”) and Oncocyte Corporation (the “Company”). This Agreement has an effective date of December 2, 2022 (the “Effective Date”). The Board has authorized the Company to enter into this Agreement in order for you to become a Covered Employee participant under the Oncocyte Corporation Change in Control and Severance Plan (the “Plan”). This Agreement enumerates the Plan benefits that may be provided to you as a Covered Employee as referenced in Section II of the Plan. All provisions of this Agreement are subject to and governed by the terms of the Plan. In the event of any conflict in terms between the Plan and this Agreement, the terms of the Plan shall prevail and govern.

In consideration of the mutual covenants and promises made in this Agreement, you and the Company agree as follows:

SECTION 1. DEFINITIONS.

In addition to terms defined elsewhere herein or in the Plan, the following terms have the following meanings when used in this Agreement. If you have an employment agreement with the Company which includes defined terms that expressly are different from and/or conflict with the below defined terms, the terms of this Agreement shall govern and shall supersede the terms of the employment agreement.

1.1 “Base Salary” means your annual rate of base salary as of the day before your Termination Date and disregarding any reduction in base salary which constituted Good Reason.

1.2 “Board” means the Company’s Board of Directors.

1.3 “Cause” means the occurrence of one or more of the following:

(i) Your personal dishonesty, willful misconduct, or breach of fiduciary duty involving personal profit;

(ii) Your continuing intentional or habitual failure to perform your stated duties;

(iii) Your violation of any law (other than minor traffic violations or similar misdemeanor offenses not involving moral turpitude);

(iv) Your material breach of any provision of an employment or independent contractor agreement with the Company; or

(v) Any other act or omission by you that, in the opinion of the Board, could reasonably be expected to adversely affect the Company’s or an affiliate’s business, financial condition, prospects and/or reputation.

In each of the foregoing subclauses (i) through (v), whether or not a “Cause” event has occurred will be determined by the Board in its sole discretion and such determination shall be final, conclusive and binding. In the event that the Board, at its sole discretion, determines that Cause exists to terminate your employment, you will not be eligible to receive severance pursuant to this Agreement. If, after your employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause, including, without limitation, violation of material Company policies or breach of noncompetition, confidentiality or other restrictive covenants that may apply to you, your employment shall be deemed to have terminated for Cause. Any termination for “Cause” will not limit any other right or remedy the Company may have under this Agreement or otherwise.

1.4 “Change in Control” means the occurrence of one or more of the following:

(i) the acquisition of Voting Securities of the Company by a Person or an Affiliate entitling the holder thereof to elect a majority of the directors of the Company; provided, that an increase in the amount of Voting Securities held by a Person or Affiliate who on the date of this Agreement beneficially owned (as defined in Section 13(d) of the Exchange Act, as amended, and the regulations thereunder) more than 10% of the Voting Securities shall not constitute a Change of Control; and provided, further, that an acquisition of Voting Securities by one or more Persons acting as an underwriter in connection with a sale or distribution of such Voting Securities shall not constitute a Change of Control under this clause (a);

(ii) the sale of all or substantially all of the assets of the Company; or

(iii) a merger or consolidation of the Company with or into another corporation or entity in which the stockholders of the Company immediately before such merger or consolidation do not own, in the aggregate, Voting Securities of the surviving corporation or entity (or the ultimate parent of the surviving corporation or entity) entitling them, in the aggregate (and without regard to whether they constitute an Affiliate) to elect a majority of the directors or persons holding similar powers of the surviving corporation or entity (or the ultimate parent of the surviving corporation or entity)

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transactions, or if all of the Persons acquiring Voting Securities or assets of the Company or merging or consolidating with the Company are one or more Subsidiaries.

1.5 “Code” means the Internal Revenue Code of 1986 as amended.

1.6 “Employment Agreement” means your employment agreement with the Company, effective as of December 2, 2022.

1.7 “Equity Awards” means restricted stock, restricted stock units, performance stock units, stock options, and/or other unvested equity compensation awards that were granted by the Company before the Change in Control (and which would include such awards that are assumed, continued, or otherwise replaced by the Company’s acquirer in a Change in Control).

1.8 “Good Reason” means the occurrence without your written consent of any one or more of the following events and where the initial existence of such event occurred on or after a Change in Control. This “Good Reason” definition and process is intended to comply with the safe harbor provided under Treasury Regulation Section 1.409A-1(n)(2)(ii) and shall be interpreted accordingly.

(i) you have incurred a material diminution in your responsibilities, duties or authority; provided, however, that this prong (i) shall not apply during the Term (as defined in the Employment Agreement) and following the Term shall be based on your responsibilities, duties, and authority in effect immediately prior to December 2, 2022;

(ii) you have incurred a material diminution in your Base Salary; provided, however, that a diminution in your Base Salary following the one-year anniversary of December 2, 2022 to an amount no less than that in effect prior to December 2, 2022 shall not constitute Good Reason; or

(iii) there shall have occurred a relocation of your principal workplace to a location more than thirty-five (35) miles from your workplace as of the date of this Agreement, without your written consent.

Notwithstanding the foregoing, Good Reason shall exist only if the following conditions are met: (A) you give the Company written notice, pursuant to Section 3.8 herein, of the occurrence of the event giving rise to such termination right; (B) such notice is delivered to the Company within sixty (60) days of the initial existence of the condition giving rise to the right to terminate for Good Reason; (C) the Company shall have had a reasonable opportunity to cure, to the extent curable, for thirty (30) days following receipt of your written notice of Good Reason; (D) the Company fails to cure the alleged Good Reason to your reasonable satisfaction prior to your termination; (E) the events described in the preceding sentence, singly or in combination, result in a material negative change in your employment relationship with the Company, so that your termination effectively constitutes an involuntary separation from service within the meaning of Section 409(A) of the Internal Revenue Code; and (F) you resign from your employment with the Company within thirty (30) days after the expiration of the Company’s cure period. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed on an at-will basis.

1.9 “Qualifying Severance Termination” means that your termination was because the Company terminated your employment without Cause or because you resigned your employment for Good Reason; provided, however, that your termination does not constitute a Qualifying Change in Control Termination, as defined herein.

1.10 “Qualifying Change in Control Termination” means that: (i) your Termination Date occurred on or within three (3) months before or twelve (12) months after a Change in Control; and (ii) your termination was because the Company terminated your employment without Cause or because you resigned your employment for Good Reason.

1.11 “Termination Date” means your last day of employment with the Company and such termination of employment must also constitute your “separation from service” with the Company within the meaning of Code Section 409A.

SECTION 2. CONSEQUENCES OF A QUALIFYING TERMINATION.

Under the Plan, there are two different types of qualifying terminations: (i) severance terminations, which provide a specified set of benefits, or (ii) change in control terminations, which provide a different set of benefits. The benefits due under each type of termination are set forth in turn below and shall be in addition to the benefits provided pursuant to Section 6(a)(2) of your Employment Agreement, if applicable, subject to the terms and conditions therein.

2.1 Qualifying Severance Termination. If your employment is terminated due to a Qualifying Severance Termination, then you may be entitled to:

(i) payment of six (6) months of your Base Salary, , which may be paid in a lump sum or, at the election of the Company, in installments consistent with the payment of your salary while employed by the Company, subject to such payroll deductions and withholdings as are required by law; and

(ii) partial acceleration with vesting and exercisability of your outstanding unvested Equity Awards as of your Termination Date that were scheduled to vest based on the passage of time during the twelve (12) months following your Termination Date. This section 2.1 shall not apply to (a) termination of your employment by an Affiliate if you remain employed by the Company, or (b) termination of your employment by the Company if you remain employed by an Affiliate in a manner that does not constitute a diminution in your authority, duties, or responsibility, or (c) termination of your employment that constitutes a Qualifying Change in Control Termination.

2.2 Qualifying Change in Control Termination. If your employment is terminated due to a Qualifying Change in Control Termination, then you will be entitled to:

(i) payment of six (6) months of your Base Salary, which may be paid in a lump sum or, at the election of the Company, in installments consistent with the payment of your salary while employed by the Company, subject to such payroll deductions and withholdings as are required by law; and

(ii) payment of six (6) months of your target cash bonus for the year of the Qualifying Change in Control Termination, which shall be paid to you at the same time or times that they would otherwise have been paid if you were still employed, subject to such payroll deductions and withholdings as are required by law; and

(iii) full acceleration with vesting and exercisability of all of your outstanding unvested Equity Awards as of your Termination Date (with any performance conditions being deemed to have been satisfied at maximum level of performance). This section 2.2 shall not apply to (a) termination of your employment by an Affiliate if you remain employed by the Company, or (b) termination of your employment by the Company if you remain employed by an Affiliate in a manner that does not constitute a diminution in your authority, duties, or responsibility.

2.3 Medical Benefits for Qualifying Severance Termination. Subject to the conditions set forth herein, in the event that you incur a Qualifying Severance Termination, the Company may, within thirty (30) days of the Termination Date, at its sole discretion, provide you with a taxable lump sum payment (which shall not be grossed up for applicable income and employment taxes) up to six (6) months, the specific number of months to be decided by the Company at its sole discretion, of the premium costs of group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided under the Company’s group health plan (including medical, dental, and vision benefits) in which you and your eligible dependent(s), if any, were covered immediately before the Termination Date. The payment due under this Section 2.3 will be made only if you elect COBRA continuation coverage. The period of such COBRA benefits shall be considered part of your COBRA coverage entitlement period.

2.4 Medical Benefits for Qualifying Change in Control Termination. Subject to the conditions set forth herein, in the event that you incur a Qualifying Change in Control Termination, the Company will, within thirty (30) days of the Termination Date, provide you with a taxable lump sum payment (which shall not be grossed up for applicable income and employment taxes) equal to six (6) months, of the premium costs of group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided under the Company’s group health plan (including medical, dental, and vision benefits) in which you and your eligible dependent(s), if any, were covered immediately before the Termination Date. The payment due under this Section 2.4 will be made only if you elect COBRA continuation coverage. The period of such COBRA benefits shall be considered part of your COBRA coverage entitlement period.

2.5 As a condition to receiving (and continuing to receive) the payments provided in Section 2.1 or 2.2 as applicable, and Sections 2.3 and 2.4, you must: (i) within no later than forty- five (45) days after your Termination Date, execute (and not revoke) and deliver to the Company a separation agreement and general release of all claims in substantially the form attached as Exhibit A hereto (the “Separation Agreement”) and (ii) remain in full compliance with such Separation Agreement.

SECTION 3. GENERAL PROVISIONS.

3.1 Assignability; Binding Nature. Commencing on the Effective Date, this Agreement will be binding upon you and the Company. This Agreement may not be assigned by you except that your rights to compensation and benefits hereunder, subject to the limitations of this Agreement, may be transferred by will or operation of law. No rights or obligations of the Company under this Agreement may be assigned or transferred except in the event of a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and assumes the Company’s obligations under this Agreement contractually or as a matter of law. The Company will require any such purchaser, successor or assignee to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such purchase, succession or assignment had taken place. Your rights and obligations under this Agreement shall not be transferable by you by assignment or otherwise provided, however, that if you die, all amounts then payable to you hereunder shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate.

3.2 Governing Law. This Agreement is governed by the Employee Retirement Income Security Act of 1974, as amended, and, to the extent applicable, the laws of the State of Delaware, without reference to the conflict of law provisions thereof.

3.3 Taxes. The Company shall have the right to withhold and deduct from any payment hereunder any federal, state or local taxes of any kind required by law to be withheld with respect to any such payment. The Company (including without limitation members of its Board) shall not be liable to you or other persons as to any unexpected or adverse tax consequence realized by you and you shall be solely responsible for the timely payment of all taxes arising from this Agreement that are imposed on you. This Agreement is intended to comply with the applicable requirements of Code Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not a series of payments for purposes of Code Section 409A. While it is intended that all payments and benefits provided under this Agreement to you will be exempt from or comply with Code Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. The Company will have no liability to you or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. In addition, if upon your Termination Date, you are then a “specified employee” (as defined in Code Section 409A), then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Code Section 409A payable as a result of and within six (6) months following your Termination Date until the earlier of (i) the first business day of the seventh month following your Termination Date or (ii) ten (10) days after the Company receives written confirmation of your death. Any such delayed payments shall be made without interest. In the event that it is determined that any payment or distribution of any type to or for your benefit made by the Company, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (and/or would not deductible under Code Section 280G) (such loss of a tax deduction under Code Section 280G and/or excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then such payments or distributions or benefits shall be payable either (i) in full, or (ii) as to such lesser amount which would result in no portion of such payments or distributions or benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Code Section 4999, results in your receipt on an after-tax basis, of the greatest amount of payments, distributions and benefits, notwithstanding that all or some portion of such payments, distributions or benefits may be taxable under Code Section 4999. Any determination required under this Section 3.3 shall be made in writing by the Company or by a qualified accountant or counsel selected by the Company (the “Accountant”) whose determination shall be conclusive and binding. You and the Company shall furnish the Accountant such documentation and documents as the Accountant may reasonably request in order to make its determination. In no event will the Company be required to gross up any payment or benefit to you to avoid the effects of the Excise Tax or to pay any regular or excise taxes arising from the application of the Excise Tax.

3.4 No Change in At-Will Status. Your employment with the Company is and shall continue to be at-will, as defined under applicable law. If your employment terminates for any reason, you shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement or required by applicable law, or as may otherwise be established under the Company’s then existing employee benefit plans or policies at the time of termination. Nothing in this Agreement modifies your at-will employment status and either you or the Company can terminate the employment relationship at any time, with or without Cause.

3.5 Entire Agreement. Except as otherwise specifically provided in this Agreement, the Plan and this Agreement (and the agreements referenced herein) contain all the legally binding understandings and agreements between you and the Company pertaining to the subject matter of this Agreement and supersedes all such agreements, whether oral or in writing, previously discussed or entered into between the parties, including, but not limited to, the change in control and executive severance plan agreement entered into by and between you and the Company effective July 13, 2020.

3.6 Covenants. As a condition of this Agreement and to your receipt of any post- employment benefits, you agree that you will fully and timely comply with all of the covenants set forth in this Section 3.6 (which shall survive your termination of employment and termination or expiration of this Agreement):

(i) You will fully comply with all obligations under any confidentiality, inventions and/or proprietary agreement between you and the Company (as amended from time to time, the “Confidentiality Agreement”) and further agree that the provisions of the Confidentiality Agreement shall survive any termination or expiration of this Agreement or termination of your employment or any subsequent service relationship with the Company;

(ii) Within five (5) days of the Termination Date, you shall return to the Company all Company confidential information including, but not limited to, intellectual property, etc. and you shall not retain any copies, facsimiles or summaries of any Company proprietary information;

(iii) You will not at any time during or following your employment with the Company, make (or direct anyone to make) any disparaging statements (oral or written) about the Company, or any of its affiliated entities, officers, directors, employees, stockholders, representatives or agents, or any of the Company’s products or services or work-in-progress, that are harmful to their businesses, business reputations or personal reputations; and

(iv) You agree that, upon the Company’s request and without any payment therefore, you shall reasonably cooperate with the Company (and be available as necessary) after the Termination Date in connection with any matters involving events that occurred during your period of employment with the Company.

You also agree that you will fully and timely comply with all of the covenants set forth in this Section 3.6 (which shall survive your termination of employment and termination or expiration of this Agreement):

(v) You will fully pay off any outstanding amounts owed to the Company no later than their applicable due date or within thirty (30) days of your Termination Date (if no other due date has been previously established);

(vi) Within five (5) days of the Termination Date, you shall return to the Company all Company property including, but not limited to, computers, cell phones, pagers, keys, business cards, etc.;

(vii) Within fifteen (15) days of the Termination Date, you will submit any outstanding expense reports to the Company on or prior to the Termination Date; and

(viii) As of the Termination Date, you will no longer represent that you are an officer, director or employee of the Company and you will immediately discontinue using your Company mailing address, telephone, facsimile machines, voice mail and e-mail.

You acknowledge that (i) upon a violation of any of the covenants contained in this Section 3.6 of this Agreement or (ii) if the Company is terminating your employment for Cause, the Company would as a result sustain irreparable harm, and, therefore, you agree that in addition to any other remedies which the Company may have, the Company shall be entitled to seek equitable relief including specific performance and injunctions restraining you from committing or continuing any such violation; and

3.7 Offset. Any payments or benefits made to you under this Agreement may be reduced, in the Company’s discretion, by any amounts you owe to the Company provided that any such offsets do not violate Code Section 409A. To the extent you receive severance or similar payments and/or benefits under any other Company plan, program, agreement, policy, practice, or the like, or under the WARN Act or similar state law, the payments and benefits due to you under this Agreement will be correspondingly reduced on a dollar-for-dollar basis (or vice-versa) in a manner that complies with Code Section 409A.

3.8 Notice. Any notice that the Company is required to or may desire to give you shall be given by personal delivery, recognized overnight courier service, email, telecopy or registered or certified mail, return receipt requested, addressed to you at your address of record with the Company, or at such other place as you may from time to time designate in writing. Any notice that you are required or may desire to give to the Company hereunder shall be given by personal delivery, recognized overnight courier service, email, telecopy or by registered or certified mail, return receipt requested, addressed to the Company’s Board at the Company’s principal office, or at such other office as the Company may from time to time designate in writing. A written notice of your intention to terminate your employment with the Company for Good Reason, as described in Section 1.8 herein, shall (i) indicate the specific termination provision that is being relied upon, (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated, and (iii) specify a termination date of not less than two (2) weeks after giving such notice. The date of actual delivery of any notice under this Section 3.8 shall be deemed to be the date of delivery thereof.

3.9 Waiver; Severability. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to by you and the Company in writing. No waiver by you or the Company of the breach of any condition or provision of this Agreement will be deemed a waiver of a similar or dissimilar provision or condition at the same or any prior or subsequent time. Except as expressly provided herein to the contrary, failure or delay on the part of either party hereto to enforce any right, power, or privilege hereunder will not be deemed to constitute a waiver thereof. In the event any portion of this Agreement is determined to be invalid or unenforceable for any reason, the remaining portions shall be unaffected thereby and will remain in full force and effect to the fullest extent permitted by law.

3.10 Whistleblower. No provision of this Agreement or Exhibit A shall be interpreted so as to impede you from reporting possible violations of state or federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of state or federal law or regulation. You do not need the prior authorization of the Company to make any such reports or disclosures and you shall not be required to notify the Company that such reports or disclosures have been made.

3.11 Voluntary Agreement. You acknowledge that you have been advised to review this Agreement with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) the Company or its counsel to represent you or your counsel in this matter. You further represent that you have carefully read and understand the scope and effect of the provisions of this Agreement and that you are fully aware of the legal and binding effect of this Agreement. This Agreement is executed voluntarily by you and without any duress or undue influence on the part or behalf of the Company.

3.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. This Agreement may also be executed and delivered by facsimile signature, PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com).

BY SIGNING BELOW, YOU EXPRESSLY ACKNOWLEDGE THAT YOU (I) HAVE RECEIVED A COPY OF THE PLAN AND ITS SUMMARY PLAN DESCRIPTION, (II) UNDERSTAND THE TERMS OF THE PLAN AND THIS AGREEMENT, (III) ARE VOLUNTARILY ENTERING INTO THIS AGREEMENT AND (IV) ARE AGREEING TO BE BOUND BY THE TERMS OF THE PLAN AND THIS AGREEMENT.

[SIGNATURE PAGE FOLLOWS]

PLEASE ACKNOWLEDGE YOUR ACCEPTANCE AND UNDERSTANDING OF THIS AGREEMENT BY SIGNING AND RETURNING IT TO THE UNDERSIGNED. A COPY OF THIS SIGNED AGREEMENT WILL BE SENT TO YOU FOR YOUR RECORDS.

EXHIBIT A

CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS

This Confidential Separation Agreement and General Release of All Claims, dated [________________] (the “Agreement”), is made pursuant to that certain Amended and Restated Change in Control and Severance Plan Agreement effective [______________] (the “Severance Agreement”) entered into by and between [_______________] (“Employee”) on the one hand, and Oncocyte Corporation (the “Company”), on the other. This Agreement is entered into in consideration for and as condition precedent to the Company providing separation benefits to Employee pursuant to the Severance Agreement. It is understood and agreed that the Company is not otherwise obligated to provide such benefits under the terms of the Severance Agreement and that the Company is doing so as a direct result of Employee’s willingness to agree to the terms hereof. Collectively, Employee and the Company shall be referred to as the “Parties.”

1. The purpose of this Agreement is to resolve any and all disputes or claims that Employee may have relating to Employee’s employment with the Company, and the termination thereof (the “Disputes”). The parties desire to resolve the above-referenced Disputes, and all issues raised by the Disputes, without the further expenditure of time or the expense of contested litigation. Additionally, the Parties desire to resolve any known or unknown claims that Employee may have as more fully set forth below. For these reasons, they have entered into this Agreement.

2. Separation from Company. Employee’s employment with the Company will end effective [______________] (the “Termination Date”).

3. Representations by Employee. Employee acknowledges and agrees that Employee has received all wages due to Employee through the Termination Date, including but not limited to all accrued but unused vacation, bonuses, commissions, options, benefits, and monies owed by the Company to Employee. Employee further agrees and acknowledges that Employee has been fully paid and reimbursed for any and all business expenses which Employee incurred during his/her employment with the Company. Employee agrees that Employee has not been required to sign this Agreement as a condition of receiving any wages due or to become due to Employee. Employee further represents that Employee has reported to Company any and all work-related injuries that Employee has suffered or sustained during Employee’s employment with Company.

4. Non-Admission of Liability. The Company expressly denies any violation of any federal, state or local statute, ordinance, rule, regulation, policy, order or other law. The Company also expressly denies any liability to Employee. Nothing contained herein is to be construed as an admission of liability on the part of the Company hereby released, by whom liability is expressly denied. Accordingly, while this Agreement resolves all issues referenced herein, it does not constitute an adjudication or finding on the merits of the allegations in the disputes and it is not, and shall not be construed as, an admission by the Company of any violation of federal, state or local statute, ordinance, rule, regulation, policy, order or other law, or of any liability alleged in the disputes.

5. Severance Payment. In consideration of and in return for the promises and covenants undertaken by the Company herein and the releases given by Employee herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

a. Employee shall receive from Company, with appropriate deductions and withholdings for which a Form W-2 shall be issued, a severance payment in the amount of ______________ Dollars ($_____) (“Severance Payment”). This Severance Payment will be mailed to Employee’s mailing address in the Company’s files within fifteen (15) business days of the Effective Date of this Agreement, as defined in Paragraph 21, below. Employee must ensure that Company has Employee’s updated mailing address.

b. Any tax liabilities resulting from or arising out of the benefits to Employee referred to above shall be the sole and exclusive responsibility of Employee. Employee agrees to indemnify and hold the Company and the others released herein harmless from and for any tax liability (including, but not limited to, assessments, interest, and penalties) imposed on the Company by any taxing authority on account of the Company failing to withhold for tax purposes any amount from the benefits made as consideration of this Agreement.

6. Release by Employee. Except for any rights created by this Agreement, in consideration of and in return for the promises and covenants undertaken herein by the Company, and for other good and valuable consideration, receipt of which is hereby acknowledged:

a. Employee does hereby acknowledge full and complete satisfaction of and does hereby release, absolve and discharge the Company, and each of its parents, subsidiaries, divisions, related companies and business concerns, past and present, as well as each of its partners, trustees, directors, members, officers, agents, attorneys, servants and employees, past and present, and each of them (hereinafter collectively referred to as “Releasees”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, grievances, wages, vacation payments, severance payments, obligations, commissions, overtime payments, debts, profit sharing claims, expenses, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown to Employee which Employee now owns or holds or has at any time owned or held as against Releasees, or any of them, including specifically but not exclusively and without limiting the generality of the foregoing, any and all claims, demands, grievances, agreements, obligations and causes of action, known or unknown, suspected or unsuspected by Employee: (1) arising out of or in any way connected with the Disputes; or (2) arising out of Employee’s employment (or termination thereof) with the Company; or (3) arising out of or in any way connected with any claim, loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Releasees, or any of them, committed or omitted on or before the Effective Date hereof. Without limiting the generality of the foregoing, Employee specifically releases the Releasees from any claim for attorneys’ fees. EMPLOYEE ALSO SPECIFICALLY AGREES AND ACKNOWLEDGES EMPLOYEE IS WAIVING ANY RIGHT TO RECOVERY BASED ON STATE OR FEDERAL AGE, SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE EQUAL PAY ACT, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT, THE WORKER ADJUSTMENT AND RETRAINING ACT, THE FAIR LABOR STANDARDS ACT, FAIR EMPLOYMENT AND HOUSING ACT, PRIVATE ATTORNEY GENERAL ACT, AND ANY OTHER SECTION OF THE CALIFORNIA LABOR OR GOVERNMENT CODE, OR THE CALIFORNIA INDUSTRIAL WELFARE COMMISSION WAGE ORDERS, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR BY A GOVERNMENTAL AGENCY. Employee also releases any and all other claims, known and unknown, for breach of contract, express or implied (including but not limited to breach of the employment agreement and any promises made therein); breach of the covenant of good faith and fair dealing; wrongful discharge in violation of public policy; and defamation, conspiracy, infliction of emotional distress, invasion of privacy, harassment, assault, battery, fraudulent inducement, misrepresentation, or any other tort.

b. This release does not release claims that cannot be released as a matter of law. Employee is not (i) waiving Employee’s right to file a charge, testify, assist, or cooperate with the EEOC, (ii) waiving rights or claims that may arise after the date Employee signs this Agreement, or (iii) releasing claims for unemployment compensation benefits, workers’ compensation benefits, those claims under the Fair Labor Standards Act which cannot be waived pre-litigation without Department of Labor or court approval, health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA), or claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act (ERISA).

7. Release of Unknown Claims. Employee agrees and understands as follows: it is the intention of Employee in executing this instrument that it shall be effective as a bar to each and every claim, demand, grievance and cause of action hereinabove specified. In furtherance of this intention, Employee hereby expressly waives any and all rights and benefits conferred upon Employee by the provisions of section 1542 of the California Civil Code (or any other similar state code) and expressly consents that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. Section 1542 provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Having been so apprised, Employee nevertheless hereby voluntarily elects to and does waive the rights described in Civil Code section 1542 and elects to assume all risks for claims that now exist in Employee’s favor, known or unknown, that are released under this Agreement.

8. Confidentiality. Employee agrees: The fact of and the terms and conditions of this Agreement and any and all actions by Releasees taken in accordance herewith, are confidential, and shall not be disclosed, discussed, publicized or revealed by Employee or his/her attorneys to any other person or entity, including but not limited to radio, television, press media, newspapers, magazines, professional journals and professional reports, excepting only Employee’s accountants, lawyers, immediate family members (mother, father, brother, sister, child, spouse), the persons necessary to carry out the terms of this Agreement or as required by law. Employee shall admonish anyone to whom disclosure is made to maintain confidentiality. Should Employee be asked about the disputes or this Agreement, Employee shall limit Employee’s response, if any, by stating that the matters have been amicably resolved.

9. Return of Company Property. No later than the Termination Date, Employee shall return all Company property in Employee’s possession, custody, or control such as, for example, the original and all copies of all Company files, computer databases and files, books, records, documents, client lists, financial data, plans, drawings, specifications, equipment, pictures, videotapes, identification cards, parking cards, keys, passwords or any property or other items concerning the business of the Company, whether prepared by Employee or otherwise coming into Employee’s possession or control relating to any product, business, work, customer, supplier or other aspect of the Company, including any computer or communication devices (e.g., laptop computer, tablet computer, cell phone or personal digital assistant). Employee acknowledges that the promises set forth in this section constitute a material inducement for the Company to enter into this Agreement.

10. Claims Previously Filed: Covenant Not to Sue. Employee represents that Employee has not filed, initiated, or prosecuted (or caused to be filed, initiated, or prosecuted) any lawsuit, complaint, request or petition for arbitration, charge, action, or other proceeding with respect to any claim this Agreement releases. In the event a government agency files or pursues a charge or complaint relating to Employee’s employment with the Company and/or the disputes, Employee agrees not to accept any monetary or other benefits arising out of the charge or complaint. Employee agrees not to file a lawsuit in court, or to demand arbitration, against Company or any of the Releasees, agrees not to participate in any such lawsuit or arbitration, and agrees to take all necessary steps to opt-out or refrain from opting in to any such lawsuit or arbitration, based on any events, acts, or omissions through and including the Effective Date of this Agreement. If Employee violates this promise, Company shall recover all payments made under this Agreement, and Employee will pay Company for all costs and losses, including actual attorneys’ fees, incurred by Company or the Releasees in connection with said lawsuit or demand for arbitration. In the event of such a filing, Employee acknowledges that Employee will be ineligible, and in fact hereby expressly waives Employee’s right, to any additional monetary compensation or damages.

11. Confidentiality of Company Confidential Information. Employee hereby represents and acknowledges that in the course of Employee’s relationship with Company, Employee has had access to and made use of certain confidential information of actual or potential independent economic value relating to the Released Parties’ business and that of its clients (collectively defined as “Company Confidential Information”). Such Company Confidential Information includes, but is not limited to, identities of existing clients; legal matters; existing and contemplated services, programs, joint ventures, exploration programs, documentation and/or schematics; business, accounting and financial information and data; marketing plans and strategies; business proposals and communications; technical reports/studies and associated data; and the identity of any persons or entities associated with or engaged as investors, consultants, advisers, or agents. Employee shall continue to keep secret and retain in the strictest confidence, and shall not disclose, publish, disseminate, or otherwise reveal or use, for the benefit of Employee or others, directly or indirectly, any such information, which is and shall be the property of the Company exclusively. This Agreement is not intended to supersede or affect any obligation of Employee, contractual or otherwise, with respect to the disclosure, use or protection of any proprietary or Company Confidential Information, including any trade secrets of Company, and is in addition to Employee’s Employment Agreement, Employee Confidentiality & Inventions Assignment Agreement. All previous written agreements and obligations imposed by law or contract, relating to Company’s intellectual property, proprietary information, Company Confidential Information or trade secrets, including confidentiality obligations and obligations of disclosure and assignment of inventions, shall remain in full force and effect and survive the execution of this Agreement. In addition, at no time after Employee leaves the Company will the Employee seek to obtain or misappropriate any of the Company’s trade secrets or other Company Confidential Information from any current or former Company Employee.

12. Non-Disparagement. Employee agrees not to make any derogatory, disparaging or negative comments about the Company (or any Company affiliate), its products, officers, directors, or employees, unless required to do so by lawful subpoena or other valid legal process, or in connection with any action to enforce this Agreement. Nothing in this Agreement prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful.

13. Severability. If any provision of this Agreement or application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provision or application. To this end, the provisions of this Agreement are severable.

14. Legal Effect of Agreement. Employee agrees and understands that this Agreement may be treated as a complete defense to any legal, equitable, or administrative action that may be brought, instituted, or taken by Employee, or on Employee’s behalf, against the Company or the Releasees, and shall forever be a complete bar to the commencement or prosecution of any claim, demand, lawsuit, charge, or other legal proceeding of any kind against the Company and the Releasees.

15. Binding on Assigns. This Agreement and all covenants and releases set forth herein shall be binding upon and shall inure to the benefit of the respective Parties hereto, their legal successors, heirs, assigns, partners, representatives, parent companies, subsidiary companies, agents, attorneys, officers, employees, directors and stockholders.

16. Independent Judgment. The Parties hereto acknowledge each has read this Agreement, that each fully understands its rights, privileges and duties under the Agreement, that each has had an opportunity to consult with an attorney of its choice and that each enters this Agreement freely and voluntarily.

17. Amendment. This Agreement may not be released, discharged, abandoned, changed or modified in any manner, except by an instrument in writing signed by Employee and an officer of the Company. The failure of any party to enforce at any time any of the provisions of this Agreement shall in no way be construed as a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part thereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

18. Interpretation. This Agreement and the provisions contained herein shall not be construed or interpreted for or against any party hereto because that party drafted or caused that party’s legal representative to draft any of its provisions.

19. Different or Additional Facts. Employee acknowledges Employee may hereafter discover facts different from, or in addition to, those Employee now knows or believes to be true with respect to the claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, wages, obligations, debts, expenses, damages, judgments, orders and liabilities herein released, and agrees the release herein shall be and remain in effect in all respects as a complete and general release as to all matters released herein, notwithstanding any such different or additional facts.

20. [IF APPLICABLE] Older Workers Benefits Protection Act Rights. Employee is over forty years old, and thus has been advised of and acknowledges the following: (1) this Agreement is written in a manner that you understand; (2) you are receiving valid consideration for this Agreement that is in addition to anything of value to which you are already entitled; (3) this Agreement does not waive rights or claims that may arise after it is executed; (4) by signing this Agreement, you are waiving rights under the Age Discrimination in Employment Act; (5) you should consult with an attorney before signing this Agreement; (6) you have twenty- one (21) days to consider this Agreement before signing it. You may choose to sign the Agreement in a shorter time, but if you do so, you acknowledge that any such signing is done on a knowing and voluntary basis; and (7) you may revoke this Agreement at any time up to seven (7) days after you sign this Agreement. The Agreement shall not become effective until the revocation period has expired (“Effective Date”). To revoke this Agreement, you must deliver a written or electronic notice of revocation to __________ at __________ within the seven (7) day period referenced above.

21. Effective Date. If Employee does not revoke this Agreement in the timeframe specified at Paragraph 20 above, the Agreement shall be effective at 12:00:01 a.m. on the eighth day after it is signed by Employee (the “Effective Date”).

22. Section 409A. This Agreement is intended to be exempt from the requirements of section 409A of the Internal Revenue Code of 1986 as amended (“Section 409A”) and will be interpreted accordingly. While it is intended that all payments and benefits provided under this Agreement to Employee or on behalf of Employee will be exempt from section 409A, the Company makes no representation or covenant to ensure that such payments and benefits are exempt from or compliant with section 409A. The Company will have no liability to Employee or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt from or compliant with section 409A.

23. Entire Agreement. The undersigned each acknowledge and represent that no promise or representation not contained in this Agreement has been made to them and acknowledge and represent that this Agreement and the Severance Agreement contains the entire understanding between the parties and contains all terms and conditions pertaining to the compromise and settlement of the subjects referenced herein. The undersigned further acknowledge that the terms of this Agreement are contractual and not a mere recital.

24. Execution of Agreement. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original and such counterparts shall together constitute one and the same Agreement.

25. Governing Law. This Agreement shall be construed in accordance with, and be deemed governed by, the Employee Retirement Income Security Act of 1974, as amended, and, to the extent applicable, the laws of the State of Delaware, without reference to the conflict of law provisions thereof.

26. The Company executes this Agreement for itself and on behalf of all other respective Releasees.

Employee has read the foregoing Confidential Separation Agreement and General Release of All Claims, and Employee accepts and agrees to the provisions contained therein and hereby executes it voluntarily and with full understanding of its consequences.

PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A GENERAL

RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.