UNDERWRITING AGREEMENTUnderwriting Agreement • April 19th, 2022 • Oncocyte Corp • In vitro & in vivo diagnostic substances • New York
The undersigned, OncoCyte Corporation, a company incorporated under the laws of California (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of OncoCyte Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which BTIG, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
COMMON STOCK PURCHASE WARRANT oncocyte corporationOncocyte Corp • April 19th, 2022 • In vitro & in vivo diagnostic substances • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 19, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oncocyte Corporation, a California corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
