Common Contracts

AGREEMENT AND PLAN OF MERGER AMONG ONCOCYTE CORPORATION, CNI MONITOR SUB, INC., CHRONIX BIOMEDICAL, INC., AND DAVID MACKENZIE, as the Equityholder Representative Dated as of February 2, 2021

Merger Agreement • February 3rd, 2021 • OncoCyte Corp • In vitro & in vivo diagnostic substances • California

• Contract Type
  Merger Agreement
• Filed
  February 3rd, 2021
• Company
  OncoCyte Corp
• Industry
  In vitro & in vivo diagnostic substances
• Jurisdiction
  California

THIS AGREEMENT AND PLAN OF MERGER, including annexes, exhibits and schedules attached hereto or referenced herein, dated as of February 2, 2021, and as may be subsequently amended (this “Agreement”), is made and entered into by and among: (i) Oncocyte Corporation, a California corporation (“Parent”); (ii) CNI Monitor Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”); (iii) Chronix Biomedical, Inc., a Delaware corporation (the “Company”); (iv) the stockholders party to this Agreement pursuant to the execution of a Joinder Agreement, (each, a “Seller” and collectively, the “Sellers”); and (v) David MacKenzie, solely in his capacity as Equityholder Representative (the “Equityholder Representative” and collectively, with Parent, Merger Sub, the Company and the Sellers, the “Parties” and each a “Party”). Initially capitalized terms used in this Agreement will have the meaning set forth in the Schedule of Definitions attached as Annex A or such other mean

AGREEMENT AND PLAN OF MERGER AMONG ONCOCYTE CORPORATION, CANCER DX SUB, INC., INSIGHT GENETICS, INC. THE SHAREHOLDERS WHO BECOME A PARTY HERETO, AND paul a. dahlhauser, as the Equityholder Representative Dated as of January 10, 2020

Merger Agreement • February 5th, 2020 • OncoCyte Corp • In vitro & in vivo diagnostic substances • California

• Contract Type
  Merger Agreement
• Filed
  February 5th, 2020
• Company
  OncoCyte Corp
• Industry
  In vitro & in vivo diagnostic substances
• Jurisdiction
  California

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 10, 2020, is made and entered into by and among: (i) Oncocyte Corporation, a California corporation (“Parent”); (ii) Cancer DX Sub, Inc., a Tennessee corporation and wholly-owned subsidiary of Parent (“Merger Sub”); (iii) Insight Genetics, Inc., a Tennessee corporation (the “Company”); (iv) the Shareholders party to this Agreement pursuant to the execution of a Joinder Agreement (including any holder of Options or Warrants who delivers an Option Exercise Agreement or Warrant Exercise Agreement, as applicable, in accordance with Section 2.09); and (v) Paul A. Dahlhauser, solely in such Person’s capacity as Equityholder Representative (the “Equityholder Representative” and collectively, with Parent, Merger Sub, the Company and the Shareholders, the “Parties” and each a “Party”).