0001493152-20-004444 Sample Contracts

EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • March 20th, 2020 • OncoCyte Corp • In vitro & in vivo diagnostic substances • New York

As further set forth in this agreement (this “Agreement”), OncoCyte Corporation, a California corporation (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s common stock, no par value (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.

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