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