Exhibit
10.1


 


SUBSCRIPTION
AGREEMENT


 


OncoCyte
Corporation


15
Cushing


Irvine,
CA 92618


 


Ladies
and Gentlemen:


 


The
undersigned (the “Investor”) hereby confirms and agrees with you as follows:


 


1.
This Subscription Agreement (this “Agreement”) is made as of the date set forth below between OncoCyte
Corporation, a California corporation (the “Company”), and the Investor.


 


2.
The Company is offering to sell and issue up to $25 million of shares, in the aggregate, (the “Shares”)
of the Company’s common stock, no par value per share (the “Common Stock” and such offering, the “Offering”)
at a per Share purchase price of $3.424 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after the date of this Agreement). The Shares being offered have
been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s
Registration Statement on Form S-3 (No. 333-231980), including all amendments thereto, the exhibits and any schedules thereto,
the documents otherwise deemed to be a part thereof or included therein by the rules and regulations (the “Rules and
Regulations”) of the U.S. Securities and Exchange Commission (the “Commission”) and any registration
statement relating to the Offering and filed pursuant to Rule 462(b) under the Rules and Regulations (collectively, the “Registration
Statement”). The Investor acknowledges that the Company intends to enter into subscription agreements in substantially
the same form as this Agreement, on the same terms and conditions and prices as hereunder (the “Other Investors’
Agreements”), with certain other accredited investors.


 


3.
As of the Closing (as defined below), and subject to the terms and conditions hereof, the Company and the Investor agree that
the Investor will purchase from the Company and the Company will issue and sell to the Investor such number of Shares (the “Subscription”
and such Shares, the “Investor’s Shares”) as is set forth on the signature page hereto (the “Signature
Page”). The Investor acknowledges that the Offering is being conducted on a best-efforts basis and there is no minimum
offering amount. On the Closing Date, (as defined below), the Investor’s Shares will be delivered on an expedited basis
via The Depository Trust Company’s Deposit and Withdrawal at Custodian service (“DWAC”), registered in
the name of the Investor. This Offering will not clear directly through an underwriter, placement agent or similar broker. Consequently,
the Investor must instruct their individual broker how to settle the transaction.


 


4.
The completion of the purchase and sale of the Shares shall occur at the closing (the “Closing”) which
shall occur on the Trading Day (as defined below) on which all conditions precedent to (i) the Investor’s obligation to
pay the aggregate purchase price for the Investor’s Shares (the “Subscription Amount”) and (ii) the Company’s
obligations to deliver the Investor’s Shares, in each case, have been satisfied or waived, but in no event later than January
26, 2021 (the “Closing Date”). On the Closing Date, (a) the Company shall cause its transfer agent to deliver
on an expedited basis via DWAC the Investor’s Shares and (b) the Subscription Amount will be delivered by or on behalf of
the Investor to the Company by wire transfer pursuant to the Company’s wire instructions delivered to the Investor on Company
letterhead prior to the Closing Date. In the event that the Company is unable to fulfill its obligations hereunder at Closing
by January 29, 2021, Investor shall have the right, but not the obligation, to terminate this Agreement and the Subscription hereunder.
For purposes of this Agreement, “Trading Day” means any day on which the Common Stock is traded on the principal
securities exchange or trading market on which the Common Stock is then traded (the “Exchange”); provided that
“Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market
for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such Exchange
(or if such Exchange does not designate in advance the closing time of trading on such Exchange, then during the hour ending at
4:00 p.m., New York time).


 




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5.
The Registration Statement filed by the Company with the Commission contains a prospectus (the “Base Prospectus”)
and the Company will promptly file with the Commission a final prospectus supplement (the “Prospectus Supplement”
and collectively with the Base Prospectus, the “Prospectus”) with respect to the Registration Statement in
material conformity with the Securities Act, including Rule 424(b) thereunder. The Investor hereby consents to delivery of the
Prospectus in accordance with Rule 172 under the Securities Act.


 


6.
The obligations of the Company to issue and sell the Shares to the Investor shall be subject to: (i) the receipt by the Company
of the Subscription Amount and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment
of those undertakings of the Investor to be fulfilled prior to the Closing Date.


 


7.
Except as set forth in the SEC Reports (as defined below), the Company hereby makes the following representations, warranties
and covenants to the Investor:


 


(a)
The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and the Other Investors’ Agreements and otherwise to carry out its obligations hereunder. The execution
and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereunder have been
duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed by the Company and,
when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles
of equity.


 


(b)
The Shares are duly authorized and, when issued and paid for in accordance with this Agreement and the Other Investors’
Agreements, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company.
The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant
to this Agreement. The Company has prepared and filed the Registration Statement in material conformity with the requirements
of the Securities Act, which became effective on June 18, 2019 (the “Effective Date”), and such amendments
and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under
the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or
preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted
or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of
the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the Registration
Statement and any amendments thereto became effective, at the date of this Agreement and as of the Closing Date, the Registration
Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities
Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements
thereto, at time the Prospectus or any amendment or supplement thereto was issued and as of the Closing Date, conformed and will
conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 




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(c)
Other than pursuant to the Company’s Equity Distribution Agreement with Piper Sandler & Co., the Company has not
issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise
of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant
to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of any securities convertible
into, exercisable or exchangeable for, or otherwise representing the right to acquire shares of Common Stock (each, a “Common
Stock Equivalent”) outstanding as of the date of the most recently filed SEC Report (as defined below). No Person has
any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by this Agreement. Except as otherwise disclosed in the SEC Reports (as defined below) or as a result of the purchase
and sale of the Shares, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or
giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings
or arrangements by which the Company or any of its consolidated subsidiaries (each a “Subsidiary”) is or may
become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Shares will
not obligate the Company to issue shares of Common Stock or other securities to any person (other than to investors in this Offering)
and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price
under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued,
fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of
such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.
No further approval or authorization of any stockholder or the Board of Directors is required for the issuance and sale of the
Shares. Except as otherwise disclosed in the SEC Reports, there are no stockholders’ agreements, voting agreements or other
similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the
Company, between or among any of the Company’s stockholders.


 


(d)
Since the date of the latest audited financial statements included within any report or definitive proxy or information statements
filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange
Act (the “SEC Reports”), except as specifically disclosed in a subsequent SEC Report filed prior to the date
hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in
a material adverse effect, or any development that would reasonably be expected to result in a material adverse change, in the
condition, financial or otherwise, or in the results of operations, business, operations or prospects, whether or not arising
from transactions in the ordinary course of business, of the Company and its Subsidiaries, considered as one entity (any such
effect is called a “Material Adverse Effect”), (ii) the Company has not incurred any liabilities (contingent
or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past
practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States
generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commission, (iii) the
Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash
or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital
stock and (v) the Company has not issued any equity securities to any officer, director or affiliate, except pursuant to existing
Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of
information. Except for the issuance of the Shares contemplated by this Agreement and the Other Investors’ Agreements or
as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or
is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects,
properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior
to the date that this representation is made.


 


(e)
The Company shall (i) by the Disclosure Time (as defined below), issue a press release disclosing the material terms of the
transactions contemplated hereby and (ii) make such other filings and notices in the manner and time required by the Commission
with respect to the transactions contemplated hereby. The Company shall not identify the Investor by name in any press release
or public filing, or otherwise publicly disclose the Investor’s name, without the Investor’s prior written consent,
unless required by law or the rules and regulations of any self-regulatory organization or exchange to which the Company or its
securities are subject. For the purposes of this Agreement, “Disclosure Time” means, (i) if this Agreement
is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time)
on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, and (ii) if this
Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than
9:01 a.m. (New York City time) on the date hereof.


 




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(f)
The making, execution and performance of this Agreement by the Company and the consummation of the transactions contemplated
herein will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default
under, (i) the charter, bylaws or other organizational documents of the Company, as applicable, (ii) any law, order, rule, regulation,
writ, injunction, judgment or decree of any court, administrative agency, regulatory body, government or governmental agency or
body, domestic or foreign, having jurisdiction over the Company or its properties (including federal and state securities laws
and regulations and the rules and regulations of the NYSE American or other applicable Exchange) or (iii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any
of its Subsidiaries is a party, except for any conflict, breach, violation or default which is not reasonably likely to have a
material adverse effect on the Company, its Subsidiaries or any property or asset of the Company or any of its Subsidiaries or
the Company’s performance of its obligations hereunder or the consummation of the transactions contemplated hereby.


 


(g)
The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any
court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver
or perform any of its obligations hereunder in accordance with the terms hereof, other than (i) as may be required under the Securities
Act, (ii) any necessary qualification of the Shares under the securities or blue sky laws of the various jurisdictions in which
the Shares are being offered and (iii) under the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”)
or the NYSE American. All consents, authorizations, orders, filings and registrations which the Company is required to obtain
pursuant to the preceding sentence will be obtained or effected on or prior to the Closing Date, and the Company and its Subsidiaries
are unaware of any facts or circumstances which might prevent the Company from obtaining or effecting any of the registration,
application or filings pursuant to the preceding sentence.


 


(h)
The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed
to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale
or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the
Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company.


 


8.
The Investor hereby makes the following representations, warranties and covenants to the Company:


 


(a)
The Investor represents that (i) it has received or had full access to the Base Prospectus, as well as the Company’s
periodic reports and other information incorporated by reference therein, prior to or in connection with its receipt of this Agreement,
(ii) it is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments
in securities representing an investment decision like that involved in the purchase of the Shares, and (iii) it does not have
any agreement or understanding, directly or indirectly, with any person or entity to distribute any of the Shares.


 


(b)
The Investor has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by the Investor and the consummation by it of the transactions contemplated
hereunder have been duly authorized by all necessary action on the part of the Investor. This Agreement has been executed by the
Investor and, when delivered in accordance with the terms hereof, will constitute a valid and binding obligation of the Investor
enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally
and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).


 




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(c)
The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with
the purchase and sale of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and
investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the
Shares.


 


(d)
The making, execution and performance of this Agreement by the Investor and the consummation of the transactions contemplated
herein will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default
under, (i) the charter, bylaws or other organizational documents of such Investor, as applicable, or (ii) any law, order, rule,
regulation, writ, injunction, judgment or decree of any court, administrative agency, regulatory body, government or governmental
agency or body, domestic or foreign, having jurisdiction over such Investor or its properties, except for any conflict, breach,
violation or default which is not reasonably likely to have a material adverse effect on such Investor’s performance of
its obligations hereunder or the consummation of the transactions contemplated hereby.


 


(e)
The Investor is a party to a confidentiality agreement with the Company, pursuant to which it will maintain the confidentiality
of, and not use in any way (including not trading on the basis of) all information acquired in connection with the transactions
contemplated herein prior to the public disclosure of that information by the Company.


 


(f)
Neither the Investor nor any Person acting on behalf of, or pursuant to any understanding with or based upon any information
received from, the Investor has, directly or indirectly, engaged in any purchases or sales of the securities of the Company (including,
without limitation, any Short Sales involving the Company’s securities) since the time that the Investor first discussed
the transactions contemplated hereby with the Company. “Short Sales” include, without limitation, all “short
sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), whether or not against the box, and all types of direct and indirect stock pledges, forward
sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h)
under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through
non-U.S. broker dealers or foreign regulated brokers. The Investor covenants that neither it, nor any Person acting on behalf
of, or pursuant to any understanding with or based upon any information received from, will engage in any purchases or sales of
the securities of the Company (including Short Sales) prior to the time that the Company confirms to the Purchaser in writing
that all material nonpublic information has been publicly disclosed.


 


(g)
The Investor represents that, except as set forth below, (i) it has had no position, office or other material relationship
within the past three years with the Company or persons known to it to be affiliates of the Company, (ii) it is not a, and it
has no direct or indirect association with any, FINRA member or an Associated Person (as such term is defined under the FINRA
Membership and Registration Rules Section 1011) as of the date hereof, and (iii) neither it nor any group of investors (as identified
in a public filing made with the Commission) of which it is a member, acquired, or obtained the right to acquire, 20% or more
of the Common Stock (or securities convertible or exercisable for Common Stock) or the voting power of the Company on a post-transaction
basis. Exceptions:


 


Those
matters disclosed in regulatory filings by the Investor and its affiliates


(If
no exceptions, write “none.” If left blank, response will be deemed to be “none.”)


 




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(h)
The Investor acknowledges that it has had the opportunity to review this Agreement (including all exhibits and schedules thereto)
and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of representatives
of the Company and to receive answers from such representatives concerning the terms and conditions of the offering of the Shares
and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and
(iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision with respect to the investment.


 


9.
Except as expressly set forth in this Agreement to the contrary, each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement.


 


10.
Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties
made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the
Shares being purchased and the payment therefor.


 


11.
This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.


 


12.
In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.


 


13.
This Agreement will be governed by, and construed in accordance with, the internal laws of the State of New York, without
giving effect to the principles of conflicts of law that would require the application of the laws of any other jurisdiction.


 


14.
This Agreement may be executed in counterparts, each of which will constitute an original, but all of which, when taken together,
will constitute but one instrument, and will become effective when counterparts have been signed by each party hereto and delivered
to the other party, and such counterparts may be delivered electronically.


 


15.
This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and
is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


16.
The Investor acknowledges and agrees that such Investor’s receipt of the Company’s counterpart to this Agreement
shall constitute written confirmation of the Company’s sale of Shares to such Investor.


 


[SIGNATURE
PAGES FOLLOW]


 




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INVESTOR
SIGNATURE PAGE


 


Number
of Shares: 1,810,750


 


Purchase
Price Per Share: $3.424


 


Aggregate
Purchase Price: $6,200,008.00


 


Please
confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.


 


Dated
as of January 20, 2021


 


	INVESTOR	 
	 	 	 
	By:	/s/
    Efrem Kamen	 
	Print
    Name:	Eferm Kamen	 
	Title:	Managing
    Member of Pura Vida Investments, LLC in its capacity as investment manager to Investor


Name
in which Securities are to be registered: Segregated Account Highmark Long/Short Equity 20


Mailing
Address: c/o Pura Vida Investments, LLC, 150 East 52nd Street, Suite 32001, New York, NY, 10022


 


Facsimile
Number: c/o Pura Vida Investments:


 


Email
Address:


 


Taxpayer
Identification Number:


 


Manner
of Settlement of the Shares: DWAC (The Shares will be sent from the Company’s transfer agent, American Stock Transfer &
Trust Company, by DWAC to your prime broker. You must contact your prime broker and ask them to initiate the DWAC
or you will not receive the Shares. The Shares will only be released after the Company’s receipt of the funds.)


 


	Name
                                         of DTC Participant (broker-dealer at which the account or accounts to be credited with
                                         the Shares are maintained)
	 	 

        Please
        see the attached instructions

	 	 	 
	DTC
                                         Participant Number
	 	__________________________
	 	 	 
	Name
                                         of Account at DTC Participant being credited with the Shares
	 	 

         __________________________

	 	 	 
	Account
                                         Number at DTC Participant being credited with the Shares
	 	 

        __________________________ 



 




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Agreed
and Accepted this 20th day of January, 2021:


 


	OncoCyte
    Corporation	 
	 	 	 
	By:	/s/
    Mitch Levine     	 
	Name:
    	Mitch
    Levine	 
	Title:
    	CFO	 


 


Sales
of the Shares purchased hereunder were made pursuant to a registration statement or in a transaction in which a final prospectus
would have been required to have been delivered in the absence of Rule 172 promulgated under the Securities Act.


 




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SUBSCRIPTION
AGREEMENT


 


OncoCyte
Corporation


15
Cushing


Irvine,
CA 92618


 


Ladies
and Gentlemen:


 


The
undersigned (the “Investor”) hereby confirms and agrees with you as follows:


 


1.
This Subscription Agreement (this “Agreement”) is made as of the date set forth below between OncoCyte
Corporation, a California corporation (the “Company”), and the Investor.


 


2.
The Company is offering to sell and issue up to $25 million of shares, in the aggregate, (the “Shares”)
of the Company’s common stock, no par value per share (the “Common Stock” and such offering, the “Offering”)
at a per Share purchase price of $3.424 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after the date of this Agreement). The Shares being offered have
been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s
Registration Statement on Form S-3 (No. 333-231980), including all amendments thereto, the exhibits and any schedules thereto,
the documents otherwise deemed to be a part thereof or included therein by the rules and regulations (the “Rules and
Regulations”) of the U.S. Securities and Exchange Commission (the “Commission”) and any registration
statement relating to the Offering and filed pursuant to Rule 462(b) under the Rules and Regulations (collectively, the “Registration
Statement”). The Investor acknowledges that the Company intends to enter into subscription agreements in substantially
the same form as this Agreement, on the same terms and conditions and prices as hereunder (the “Other Investors’
Agreements”), with certain other accredited investors.


 


3.
As of the Closing (as defined below), and subject to the terms and conditions hereof, the Company and the Investor agree that
the Investor will purchase from the Company and the Company will issue and sell to the Investor such number of Shares (the “Subscription”
and such Shares, the “Investor’s Shares”) as is set forth on the signature page hereto (the “Signature
Page”). The Investor acknowledges that the Offering is being conducted on a best-efforts basis and there is no minimum
offering amount. On the Closing Date, (as defined below), the Investor’s Shares will be delivered on an expedited basis
via The Depository Trust Company’s Deposit and Withdrawal at Custodian service (“DWAC”), registered in
the name of the Investor. This Offering will not clear directly through an underwriter, placement agent or similar broker. Consequently,
the Investor must instruct their individual broker how to settle the transaction.


 


4.
The completion of the purchase and sale of the Shares shall occur at the closing (the “Closing”) which
shall occur on the Trading Day (as defined below) on which all conditions precedent to (i) the Investor’s obligation to
pay the aggregate purchase price for the Investor’s Shares (the “Subscription Amount”) and (ii) the Company’s
obligations to deliver the Investor’s Shares, in each case, have been satisfied or waived, but in no event later than January
26, 2021 (the “Closing Date”). On the Closing Date, (a) the Company shall cause its transfer agent to deliver
on an expedited basis via DWAC the Investor’s Shares and (b) the Subscription Amount will be delivered by or on behalf of
the Investor to the Company by wire transfer pursuant to the Company’s wire instructions delivered to the Investor on Company
letterhead prior to the Closing Date. In the event that the Company is unable to fulfill its obligations hereunder at Closing
by January 29, 2021, Investor shall have the right, but not the obligation, to terminate this Agreement and the Subscription hereunder.
For purposes of this Agreement, “Trading Day” means any day on which the Common Stock is traded on the principal
securities exchange or trading market on which the Common Stock is then traded (the “Exchange”); provided that
“Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market
for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such Exchange
(or if such Exchange does not designate in advance the closing time of trading on such Exchange, then during the hour ending at
4:00 p.m., New York time).


 




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5.
The Registration Statement filed by the Company with the Commission contains a prospectus (the “Base Prospectus”)
and the Company will promptly file with the Commission a final prospectus supplement (the “Prospectus Supplement”
and collectively with the Base Prospectus, the “Prospectus”) with respect to the Registration Statement in
material conformity with the Securities Act, including Rule 424(b) thereunder. The Investor hereby consents to delivery of the
Prospectus in accordance with Rule 172 under the Securities Act.


 


6.
The obligations of the Company to issue and sell the Shares to the Investor shall be subject to: (i) the receipt by the Company
of the Subscription Amount and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment
of those undertakings of the Investor to be fulfilled prior to the Closing Date.


 


7.
Except as set forth in the SEC Reports (as defined below), the Company hereby makes the following representations, warranties
and covenants to the Investor:


 


(a)
The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and the Other Investors’ Agreements and otherwise to carry out its obligations hereunder. The execution
and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereunder have been
duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed by the Company and,
when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles
of equity.


 


(b)
The Shares are duly authorized and, when issued and paid for in accordance with this Agreement and the Other Investors’
Agreements, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company.
The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant
to this Agreement. The Company has prepared and filed the Registration Statement in material conformity with the requirements
of the Securities Act, which became effective on June 18, 2019 (the “Effective Date”), and such amendments
and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under
the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or
preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted
or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of
the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the Registration
Statement and any amendments thereto became effective, at the date of this Agreement and as of the Closing Date, the Registration
Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities
Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements
thereto, at time the Prospectus or any amendment or supplement thereto was issued and as of the Closing Date, conformed and will
conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 




    	2



     


    

 


(c)
Other than pursuant to the Company’s Equity Distribution Agreement with Piper Sandler & Co., the Company has not
issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise
of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant
to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of any securities convertible
into, exercisable or exchangeable for, or otherwise representing the right to acquire shares of Common Stock (each, a “Common
Stock Equivalent”) outstanding as of the date of the most recently filed SEC Report (as defined below). No Person has
any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by this Agreement. Except as otherwise disclosed in the SEC Reports (as defined below) or as a result of the purchase
and sale of the Shares, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or
giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings
or arrangements by which the Company or any of its consolidated subsidiaries (each a “Subsidiary”) is or may
become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Shares will
not obligate the Company to issue shares of Common Stock or other securities to any person (other than to investors in this Offering)
and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price
under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued,
fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of
such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.
No further approval or authorization of any stockholder or the Board of Directors is required for the issuance and sale of the
Shares. Except as otherwise disclosed in the SEC Reports, there are no stockholders’ agreements, voting agreements or other
similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the
Company, between or among any of the Company’s stockholders.


 


(d)
Since the date of the latest audited financial statements included within any report or definitive proxy or information statements
filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange
Act (the “SEC Reports”), except as specifically disclosed in a subsequent SEC Report filed prior to the date
hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in
a material adverse effect, or any development that would reasonably be expected to result in a material adverse change, in the
condition, financial or otherwise, or in the results of operations, business, operations or prospects, whether or not arising
from transactions in the ordinary course of business, of the Company and its Subsidiaries, considered as one entity (any such
effect is called a “Material Adverse Effect”), (ii) the Company has not incurred any liabilities (contingent
or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past
practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States
generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commission, (iii) the
Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash
or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital
stock and (v) the Company has not issued any equity securities to any officer, director or affiliate, except pursuant to existing
Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of
information. Except for the issuance of the Shares contemplated by this Agreement and the Other Investors’ Agreements or
as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or
is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects,
properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior
to the date that this representation is made.


 


(e)
The Company shall (i) by the Disclosure Time (as defined below), issue a press release disclosing the material terms of the
transactions contemplated hereby and (ii) make such other filings and notices in the manner and time required by the Commission
with respect to the transactions contemplated hereby. The Company shall not identify the Investor by name in any press release
or public filing, or otherwise publicly disclose the Investor’s name, without the Investor’s prior written consent,
unless required by law or the rules and regulations of any self-regulatory organization or exchange to which the Company or its
securities are subject. For the purposes of this Agreement, “Disclosure Time” means, (i) if this Agreement
is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time)
on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, and (ii) if this
Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than
9:01 a.m. (New York City time) on the date hereof.


 




    	3



     


    

 


(f)
The making, execution and performance of this Agreement by the Company and the consummation of the transactions contemplated
herein will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default
under, (i) the charter, bylaws or other organizational documents of the Company, as applicable, (ii) any law, order, rule, regulation,
writ, injunction, judgment or decree of any court, administrative agency, regulatory body, government or governmental agency or
body, domestic or foreign, having jurisdiction over the Company or its properties (including federal and state securities laws
and regulations and the rules and regulations of the NYSE American or other applicable Exchange) or (iii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any
of its Subsidiaries is a party, except for any conflict, breach, violation or default which is not reasonably likely to have a
material adverse effect on the Company, its Subsidiaries or any property or asset of the Company or any of its Subsidiaries or
the Company’s performance of its obligations hereunder or the consummation of the transactions contemplated hereby.


 


(g)
The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any
court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver
or perform any of its obligations hereunder in accordance with the terms hereof, other than (i) as may be required under the Securities
Act, (ii) any necessary qualification of the Shares under the securities or blue sky laws of the various jurisdictions in which
the Shares are being offered and (iii) under the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”)
or the NYSE American. All consents, authorizations, orders, filings and registrations which the Company is required to obtain
pursuant to the preceding sentence will be obtained or effected on or prior to the Closing Date, and the Company and its Subsidiaries
are unaware of any facts or circumstances which might prevent the Company from obtaining or effecting any of the registration,
application or filings pursuant to the preceding sentence.


 


(h)
The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed
to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale
or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the
Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company.


 


8.
The Investor hereby makes the following representations, warranties and covenants to the Company:


 


(a)
The Investor represents that (i) it has received or had full access to the Base Prospectus, as well as the Company’s
periodic reports and other information incorporated by reference therein, prior to or in connection with its receipt of this Agreement,
(ii) it is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments
in securities representing an investment decision like that involved in the purchase of the Shares, and (iii) it does not have
any agreement or understanding, directly or indirectly, with any person or entity to distribute any of the Shares.


 


(b)
The Investor has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by the Investor and the consummation by it of the transactions contemplated
hereunder have been duly authorized by all necessary action on the part of the Investor. This Agreement has been executed by the
Investor and, when delivered in accordance with the terms hereof, will constitute a valid and binding obligation of the Investor
enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally
and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).


 




    	4



     


    

 


(c)
The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with
the purchase and sale of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and
investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the
Shares.


 


(d)
The making, execution and performance of this Agreement by the Investor and the consummation of the transactions contemplated
herein will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default
under, (i) the charter, bylaws or other organizational documents of such Investor, as applicable, or (ii) any law, order, rule,
regulation, writ, injunction, judgment or decree of any court, administrative agency, regulatory body, government or governmental
agency or body, domestic or foreign, having jurisdiction over such Investor or its properties, except for any conflict, breach,
violation or default which is not reasonably likely to have a material adverse effect on such Investor’s performance of
its obligations hereunder or the consummation of the transactions contemplated hereby.


 


(e)
The Investor is a party to a confidentiality agreement with the Company, pursuant to which it will maintain the confidentiality
of, and not use in any way (including not trading on the basis of) all information acquired in connection with the transactions
contemplated herein prior to the public disclosure of that information by the Company.


 


(f)
Neither the Investor nor any Person acting on behalf of, or pursuant to any understanding with or based upon any information
received from, the Investor has, directly or indirectly, engaged in any purchases or sales of the securities of the Company (including,
without limitation, any Short Sales involving the Company’s securities) since the time that the Investor first discussed
the transactions contemplated hereby with the Company. “Short Sales” include, without limitation, all “short
sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), whether or not against the box, and all types of direct and indirect stock pledges, forward
sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h)
under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through
non-U.S. broker dealers or foreign regulated brokers. The Investor covenants that neither it, nor any Person acting on behalf
of, or pursuant to any understanding with or based upon any information received from, will engage in any purchases or sales of
the securities of the Company (including Short Sales) prior to the time that the Company confirms to the Purchaser in writing
that all material nonpublic information has been publicly disclosed.


 


(g)
The Investor represents that, except as set forth below, (i) it has had no position, office or other material relationship
within the past three years with the Company or persons known to it to be affiliates of the Company, (ii) it is not a, and it
has no direct or indirect association with any, FINRA member or an Associated Person (as such term is defined under the FINRA
Membership and Registration Rules Section 1011) as of the date hereof, and (iii) neither it nor any group of investors (as identified
in a public filing made with the Commission) of which it is a member, acquired, or obtained the right to acquire, 20% or more
of the Common Stock (or securities convertible or exercisable for Common Stock) or the voting power of the Company on a post-transaction
basis. Exceptions:


 


Those
matters disclosed in regulatory filings by the Investor and its affiliates


(If
no exceptions, write “none.” If left blank, response will be deemed to be “none.”)


 




    	5



     


    

 


(h)
The Investor acknowledges that it has had the opportunity to review this Agreement (including all exhibits and schedules thereto)
and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of representatives
of the Company and to receive answers from such representatives concerning the terms and conditions of the offering of the Shares
and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and
(iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision with respect to the investment.


 


9.
Except as expressly set forth in this Agreement to the contrary, each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement.


 


10.
Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties
made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the
Shares being purchased and the payment therefor.


 


11.
This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.


 


12.
In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.


 


13.
This Agreement will be governed by, and construed in accordance with, the internal laws of the State of New York, without
giving effect to the principles of conflicts of law that would require the application of the laws of any other jurisdiction.


 


14.
This Agreement may be executed in counterparts, each of which will constitute an original, but all of which, when taken together,
will constitute but one instrument, and will become effective when counterparts have been signed by each party hereto and delivered
to the other party, and such counterparts may be delivered electronically.


 


15.
This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and
is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


16.
The Investor acknowledges and agrees that such Investor’s receipt of the Company’s counterpart to this Agreement
shall constitute written confirmation of the Company’s sale of Shares to such Investor.


 


[SIGNATURE
PAGES FOLLOW]


 




    	6



     


    

 


INVESTOR
SIGNATURE PAGE


 


Number
of Shares: 2,570,100


 


Purchase
Price Per Share: $3.424


 


Aggregate
Purchase Price: $8,800,022.40


 


Please
confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.


 


Dated
as of January 20, 2021


 





INVESTOR


 


	By:
    	/s/
    Efrem Kamen 	 
	Print
    Name:	Eferm
    Kamen	 
	Title:
    	Managing
    Member of Pura Vida Investments, LLC in its capacity as investment manager to Investor


Name
in which Securities are to be registered: Pura Vida Master Fund, Ltd.


Mailing
Address: c/o Pura Vida Investments, LLC, 150 East 52nd Street, Suite 32001, New York, NY, 10022


 


Facsimile
Number: c/o Pura Vida Investments:


 


Email
Address:


 


Taxpayer
Identification Number:


 


Manner
of Settlement of the Shares: DWAC (The Shares will be sent from the Company’s transfer agent, American Stock Transfer &
Trust Company, by DWAC to your prime broker. You must contact your prime broker and ask them to initiate the DWAC
or you will not receive the Shares. The Shares will only be released after the Company’s receipt of the funds.)


 


	Name
    of DTC Participant (broker-dealer at which the account or accounts to be credited with the Shares are maintained)	 	Please
    see the attached instructions
	 	 	 
	DTC
    Participant Number	 	__________________________
	 	 	 
	Name
    of Account at DTC Participant being credited with the Shares	 	__________________________
	 	 	 
	Account
                                         Number at DTC Participant being credited with the Shares
	 	__________________________


 




    	7



     


    

 


Agreed
and Accepted this 20th day of January, 2021:


 


OncoCyte
Corporation


 


	By:	/s/
    Mitch Levine 	 
	Name:	Mitch
    Levine	 
	Title:	CFO	 


 


Sales
of the Shares purchased hereunder were made pursuant to a registration statement or in a transaction in which a final prospectus
would have been required to have been delivered in the absence of Rule 172 promulgated under the Securities Act.


 






    	8



     


    



 


SUBSCRIPTION
AGREEMENT


 


OncoCyte
Corporation


15
Cushing


Irvine,
CA 92618


 


Ladies
and Gentlemen:


 


The
undersigned (the “Investor”) hereby confirms and agrees with you as follows:


 


1.
This Subscription Agreement (this “Agreement”) is made as of the date set forth below between OncoCyte
Corporation, a California corporation (the “Company”), and the Investor.


 


2.
The Company is offering to sell and issue up to $25 million of shares, in the aggregate, (the “Shares”)
of the Company’s common stock, no par value per share (the “Common Stock” and such offering, the “Offering”)
at a per Share purchase price of $3.424 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after the date of this Agreement). The Shares being offered have
been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s
Registration Statement on Form S-3 (No. 333-231980), including all amendments thereto, the exhibits and any schedules thereto,
the documents otherwise deemed to be a part thereof or included therein by the rules and regulations (the “Rules and
Regulations”) of the U.S. Securities and Exchange Commission (the “Commission”) and any registration
statement relating to the Offering and filed pursuant to Rule 462(b) under the Rules and Regulations (collectively, the “Registration
Statement”). The Investor acknowledges that the Company intends to enter into subscription agreements in substantially
the same form as this Agreement, on the same terms and conditions and prices as hereunder (the “Other Investors’
Agreements”), with certain other accredited investors.


 


3.
As of the Closing (as defined below), and subject to the terms and conditions hereof, the Company and the Investor agree that
the Investor will purchase from the Company and the Company will issue and sell to the Investor such number of Shares (the “Subscription”
and such Shares, the “Investor’s Shares”) as is set forth on the signature page hereto (the “Signature
Page”). The Investor acknowledges that the Offering is being conducted on a best-efforts basis and there is no minimum
offering amount. On the Closing Date, (as defined below), the Investor’s Shares will be delivered on an expedited basis
via The Depository Trust Company’s Deposit and Withdrawal at Custodian service (“DWAC”), registered in
the name of the Investor. This Offering will not clear directly through an underwriter, placement agent or similar broker. Consequently,
the Investor must instruct their individual broker how to settle the transaction.


 


4.
The completion of the purchase and sale of the Shares shall occur at the closing (the “Closing”) which
shall occur on the Trading Day (as defined below) on which all conditions precedent to (i) the Investor’s obligation to
pay the aggregate purchase price for the Investor’s Shares (the “Subscription Amount”) and (ii) the Company’s
obligations to deliver the Investor’s Shares, in each case, have been satisfied or waived, but in no event later than January
26, 2021 (the “Closing Date”). On the Closing Date, (a) the Company shall cause its transfer agent to deliver
on an expedited basis via DWAC the Investor’s Shares and (b) the Subscription Amount will be delivered by or on behalf of
the Investor to the Company by wire transfer pursuant to the Company’s wire instructions delivered to the Investor on Company
letterhead prior to the Closing Date. In the event that the Company is unable to fulfill its obligations hereunder at Closing
by January 29, 2021, Investor shall have the right, but not the obligation, to terminate this Agreement and the Subscription hereunder.
For purposes of this Agreement, “Trading Day” means any day on which the Common Stock is traded on the principal
securities exchange or trading market on which the Common Stock is then traded (the “Exchange”); provided that
“Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market
for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such Exchange
(or if such Exchange does not designate in advance the closing time of trading on such Exchange, then during the hour ending at
4:00 p.m., New York time).


 




    	1



     


    

 


5.
The Registration Statement filed by the Company with the Commission contains a prospectus (the “Base Prospectus”)
and the Company will promptly file with the Commission a final prospectus supplement (the “Prospectus Supplement”
and collectively with the Base Prospectus, the “Prospectus”) with respect to the Registration Statement in
material conformity with the Securities Act, including Rule 424(b) thereunder. The Investor hereby consents to delivery of the
Prospectus in accordance with Rule 172 under the Securities Act.


 


6.
The obligations of the Company to issue and sell the Shares to the Investor shall be subject to: (i) the receipt by the Company
of the Subscription Amount and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment
of those undertakings of the Investor to be fulfilled prior to the Closing Date.


 


7.
Except as set forth in the SEC Reports (as defined below), the Company hereby makes the following representations, warranties
and covenants to the Investor:


 


(a)
The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and the Other Investors’ Agreements and otherwise to carry out its obligations hereunder. The execution
and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereunder have been
duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed by the Company and,
when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles
of equity.


 


(b)
The Shares are duly authorized and, when issued and paid for in accordance with this Agreement and the Other Investors’
Agreements, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company.
The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant
to this Agreement. The Company has prepared and filed the Registration Statement in material conformity with the requirements
of the Securities Act, which became effective on June 18, 2019 (the “Effective Date”), and such amendments
and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under
the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or
preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted
or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of
the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the Registration
Statement and any amendments thereto became effective, at the date of this Agreement and as of the Closing Date, the Registration
Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities
Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements
thereto, at time the Prospectus or any amendment or supplement thereto was issued and as of the Closing Date, conformed and will
conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 




    	2



     


    

 


(c)
Other than pursuant to the Company’s Equity Distribution Agreement with Piper Sandler & Co., the Company has not
issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise
of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant
to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of any securities convertible
into, exercisable or exchangeable for, or otherwise representing the right to acquire shares of Common Stock (each, a “Common
Stock Equivalent”) outstanding as of the date of the most recently filed SEC Report (as defined below). No Person has
any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by this Agreement. Except as otherwise disclosed in the SEC Reports (as defined below) or as a result of the purchase
and sale of the Shares, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or
giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings
or arrangements by which the Company or any of its consolidated subsidiaries (each a “Subsidiary”) is or may
become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Shares will
not obligate the Company to issue shares of Common Stock or other securities to any person (other than to investors in this Offering)
and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price
under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued,
fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of
such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.
No further approval or authorization of any stockholder or the Board of Directors is required for the issuance and sale of the
Shares. Except as otherwise disclosed in the SEC Reports, there are no stockholders’ agreements, voting agreements or other
similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the
Company, between or among any of the Company’s stockholders.


 


(d)
Since the date of the latest audited financial statements included within any report or definitive proxy or information statements
filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange
Act (the “SEC Reports”), except as specifically disclosed in a subsequent SEC Report filed prior to the date
hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in
a material adverse effect, or any development that would reasonably be expected to result in a material adverse change, in the
condition, financial or otherwise, or in the results of operations, business, operations or prospects, whether or not arising
from transactions in the ordinary course of business, of the Company and its Subsidiaries, considered as one entity (any such
effect is called a “Material Adverse Effect”), (ii) the Company has not incurred any liabilities (contingent
or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past
practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States
generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commission, (iii) the
Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash
or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital
stock and (v) the Company has not issued any equity securities to any officer, director or affiliate, except pursuant to existing
Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of
information. Except for the issuance of the Shares contemplated by this Agreement and the Other Investors’ Agreements or
as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or
is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects,
properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior
to the date that this representation is made.


 


(e)
The Company shall (i) by the Disclosure Time (as defined below), issue a press release disclosing the material terms of the
transactions contemplated hereby and (ii) make such other filings and notices in the manner and time required by the Commission
with respect to the transactions contemplated hereby. The Company shall not identify the Investor by name in any press release
or public filing, or otherwise publicly disclose the Investor’s name, without the Investor’s prior written consent,
unless required by law or the rules and regulations of any self-regulatory organization or exchange to which the Company or its
securities are subject. For the purposes of this Agreement, “Disclosure Time” means, (i) if this Agreement
is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time)
on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, and (ii) if this
Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than
9:01 a.m. (New York City time) on the date hereof.


 




    	3



     


    

 


(f)
The making, execution and performance of this Agreement by the Company and the consummation of the transactions contemplated
herein will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default
under, (i) the charter, bylaws or other organizational documents of the Company, as applicable, (ii) any law, order, rule, regulation,
writ, injunction, judgment or decree of any court, administrative agency, regulatory body, government or governmental agency or
body, domestic or foreign, having jurisdiction over the Company or its properties (including federal and state securities laws
and regulations and the rules and regulations of the NYSE American or other applicable Exchange) or (iii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any
of its Subsidiaries is a party, except for any conflict, breach, violation or default which is not reasonably likely to have a
material adverse effect on the Company, its Subsidiaries or any property or asset of the Company or any of its Subsidiaries or
the Company’s performance of its obligations hereunder or the consummation of the transactions contemplated hereby.


 


(g)
The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any
court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver
or perform any of its obligations hereunder in accordance with the terms hereof, other than (i) as may be required under the Securities
Act, (ii) any necessary qualification of the Shares under the securities or blue sky laws of the various jurisdictions in which
the Shares are being offered and (iii) under the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”)
or the NYSE American. All consents, authorizations, orders, filings and registrations which the Company is required to obtain
pursuant to the preceding sentence will be obtained or effected on or prior to the Closing Date, and the Company and its Subsidiaries
are unaware of any facts or circumstances which might prevent the Company from obtaining or effecting any of the registration,
application or filings pursuant to the preceding sentence.


 


(h)
The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed
to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale
or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the
Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company.


 


8.
The Investor hereby makes the following representations, warranties and covenants to the Company:


 


(a)
The Investor represents that (i) it has received or had full access to the Base Prospectus, as well as the Company’s
periodic reports and other information incorporated by reference therein, prior to or in connection with its receipt of this Agreement,
(ii) it is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments
in securities representing an investment decision like that involved in the purchase of the Shares, and (iii) it does not have
any agreement or understanding, directly or indirectly, with any person or entity to distribute any of the Shares.


 


(b)
The Investor has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by the Investor and the consummation by it of the transactions contemplated
hereunder have been duly authorized by all necessary action on the part of the Investor. This Agreement has been executed by the
Investor and, when delivered in accordance with the terms hereof, will constitute a valid and binding obligation of the Investor
enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally
and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).


 




    	4



     


    

 


(c)
The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with
the purchase and sale of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and
investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the
Shares.


 


(d)
The making, execution and performance of this Agreement by the Investor and the consummation of the transactions contemplated
herein will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default
under, (i) the charter, bylaws or other organizational documents of such Investor, as applicable, or (ii) any law, order, rule,
regulation, writ, injunction, judgment or decree of any court, administrative agency, regulatory body, government or governmental
agency or body, domestic or foreign, having jurisdiction over such Investor or its properties, except for any conflict, breach,
violation or default which is not reasonably likely to have a material adverse effect on such Investor’s performance of
its obligations hereunder or the consummation of the transactions contemplated hereby.


 


(e)
The Investor is a party to a confidentiality agreement with the Company, pursuant to which it will maintain the confidentiality
of, and not use in any way (including not trading on the basis of) all information acquired in connection with the transactions
contemplated herein prior to the public disclosure of that information by the Company.


 


(f)
Neither the Investor nor any Person acting on behalf of, or pursuant to any understanding with or based upon any information
received from, the Investor has, directly or indirectly, engaged in any purchases or sales of the securities of the Company (including,
without limitation, any Short Sales involving the Company’s securities) since the time that the Investor first discussed
the transactions contemplated hereby with the Company. “Short Sales” include, without limitation, all “short
sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), whether or not against the box, and all types of direct and indirect stock pledges, forward
sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h)
under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through
non-U.S. broker dealers or foreign regulated brokers. The Investor covenants that neither it, nor any Person acting on behalf
of, or pursuant to any understanding with or based upon any information received from, will engage in any purchases or sales of
the securities of the Company (including Short Sales) prior to the time that the Company confirms to the Purchaser in writing
that all material nonpublic information has been publicly disclosed.


 


(g)
The Investor represents that, except as set forth below, (i) it has had no position, office or other material relationship
within the past three years with the Company or persons known to it to be affiliates of the Company, (ii) it is not a, and it
has no direct or indirect association with any, FINRA member or an Associated Person (as such term is defined under the FINRA
Membership and Registration Rules Section 1011) as of the date hereof, and (iii) neither it nor any group of investors (as identified
in a public filing made with the Commission) of which it is a member, acquired, or obtained the right to acquire, 20% or more
of the Common Stock (or securities convertible or exercisable for Common Stock) or the voting power of the Company on a post-transaction
basis. Exceptions:


 


Those
matters disclosed in regulatory filings by the Investor and its affiliates


(If
no exceptions, write “none.” If left blank, response will be deemed to be “none.”)


 




    	5



     


    

 


(h)
The Investor acknowledges that it has had the opportunity to review this Agreement (including all exhibits and schedules thereto)
and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of representatives
of the Company and to receive answers from such representatives concerning the terms and conditions of the offering of the Shares
and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and
(iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision with respect to the investment.


 


9.
Except as expressly set forth in this Agreement to the contrary, each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement.


 


10.
Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties
made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the
Shares being purchased and the payment therefor.


 


11.
This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.


 


12.
In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.


 


13.
This Agreement will be governed by, and construed in accordance with, the internal laws of the State of New York, without
giving effect to the principles of conflicts of law that would require the application of the laws of any other jurisdiction.


 


14.
This Agreement may be executed in counterparts, each of which will constitute an original, but all of which, when taken together,
will constitute but one instrument, and will become effective when counterparts have been signed by each party hereto and delivered
to the other party, and such counterparts may be delivered electronically.


 


15.
This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and
is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


16.
The Investor acknowledges and agrees that such Investor’s receipt of the Company’s counterpart to this Agreement
shall constitute written confirmation of the Company’s sale of Shares to such Investor.


 


[SIGNATURE
PAGES FOLLOW]


 




    	6



     


    

 


INVESTOR
SIGNATURE PAGE


 


Number
of Shares: 730,140


 


Purchase
Price Per Share: $3.424


 


Aggregate
Purchase Price: $2,499,999.36


 


Please
confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.


 


Dated
as of January 20, 2021


 





	INVESTOR	 
	 	 	 
	By:	/s/
    Efrem Kamen	 
	Print
    Name:	Eferm
    Kamen	 
	Title:	Managing
    Member of Pura Vida Investments, LLC in its capacity as sub-adviser to Investor





Name
in which Securities are to be registered: Walleye Opportunities Master Fund Ltd


Mailing
Address: c/o Pura Vida Investments, LLC, 150 East 52nd Street, Suite 32001, New York, NY, 10022


 


Facsimile
Number: c/o Pura Vida Investments:


 


Email
Address:


 


Taxpayer
Identification Number:


 


Manner
of Settlement of the Shares: DWAC (The Shares will be sent from the Company’s transfer agent, American Stock Transfer &
Trust Company, by DWAC to your prime broker. You must contact your prime broker and ask them to initiate the DWAC
or you will not receive the Shares. The Shares will only be released after the Company’s receipt of the funds.)


 





	Name
                                         of DTC Participant (broker-dealer at which the account or accounts to be credited with
                                         the Shares are maintained)
	 	 

        Please
        see the attached instructions

	 	 	 
	DTC
                                         Participant Number
	 	__________________________
	 	 	 
	Name
                                         of Account at DTC Participant being credited with the Shares
	 	 

         __________________________

	 	 	 
	Account
                                         Number at DTC Participant being credited with the Shares
	 	 

        __________________________ 



 




    	7



     


    

 


Agreed
and Accepted this 20th day of January, 2021:


 


	OncoCyte
    Corporation	 
	 	 	 
	By:	/s/
    Mitch Levine      	 
	Name:	Mitch
    Levine	 
	Title:	CFO	 


 


Sales
of the Shares purchased hereunder were made pursuant to a registration statement or in a transaction in which a final prospectus
would have been required to have been delivered in the absence of Rule 172 promulgated under the Securities Act.


 




    	8



     


    




 


SUBSCRIPTION
AGREEMENT


 


OncoCyte
Corporation


15
Cushing


Irvine,
CA 92618


 


Ladies
and Gentlemen:


 


The
undersigned (the “Investor”) hereby confirms and agrees with you as follows:


 


1.
This Subscription Agreement (this “Agreement”) is made as of the date set forth below between OncoCyte
Corporation, a California corporation (the “Company”), and the Investor.


 


2.
The Company is offering to sell and issue up to $25 million of shares, in the aggregate, (the “Shares”)
of the Company’s common stock, no par value per share (the “Common Stock” and such offering, the “Offering”)
at a per Share purchase price of $3.424 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after the date of this Agreement). The Shares being offered have
been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s
Registration Statement on Form S-3 (No. 333-231980), including all amendments thereto, the exhibits and any schedules thereto,
the documents otherwise deemed to be a part thereof or included therein by the rules and regulations (the “Rules and
Regulations”) of the U.S. Securities and Exchange Commission (the “Commission”) and any registration
statement relating to the Offering and filed pursuant to Rule 462(b) under the Rules and Regulations (collectively, the “Registration
Statement”). The Investor acknowledges that the Company intends to enter into subscription agreements in substantially
the same form as this Agreement, on the same terms and conditions and prices as hereunder (the “Other Investors’
Agreements”), with certain other accredited investors.


 


3.
As of the Closing (as defined below), and subject to the terms and conditions hereof, the Company and the Investor agree that
the Investor will purchase from the Company and the Company will issue and sell to the Investor such number of Shares (the “Subscription”
and such Shares, the “Investor’s Shares”) as is set forth on the signature page hereto (the “Signature
Page”). The Investor acknowledges that the Offering is being conducted on a best-efforts basis and there is no minimum
offering amount. On the Closing Date, (as defined below), the Investor’s Shares will be delivered on an expedited basis
via The Depository Trust Company’s Deposit and Withdrawal at Custodian service (“DWAC”), registered in
the name of the Investor. This Offering will not clear directly through an underwriter, placement agent or similar broker. Consequently,
the Investor must instruct their individual broker how to settle the transaction.


 


4.
The completion of the purchase and sale of the Shares shall occur at the closing (the “Closing”) which
shall occur on the Trading Day (as defined below) on which all conditions precedent to (i) the Investor’s obligation to
pay the aggregate purchase price for the Investor’s Shares (the “Subscription Amount”) and (ii) the Company’s
obligations to deliver the Investor’s Shares, in each case, have been satisfied or waived, but in no event later than January
26, 2021 (the “Closing Date”). On the Closing Date, (a) the Company shall cause its transfer agent to deliver
on an expedited basis via DWAC the Investor’s Shares and (b) the Subscription Amount will be delivered by or on behalf of
the Investor to the Company by wire transfer pursuant to the Company’s wire instructions delivered to the Investor on Company
letterhead prior to the Closing Date. In the event that the Company is unable to fulfill its obligations hereunder at Closing
by January 29, 2021, Investor shall have the right, but not the obligation, to terminate this Agreement and the Subscription hereunder.
For purposes of this Agreement, “Trading Day” means any day on which the Common Stock is traded on the principal
securities exchange or trading market on which the Common Stock is then traded (the “Exchange”); provided that
“Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market
for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such Exchange
(or if such Exchange does not designate in advance the closing time of trading on such Exchange, then during the hour ending at
4:00 p.m., New York time).


 






    	1



     


    

 


5.
The Registration Statement filed by the Company with the Commission contains a prospectus (the “Base Prospectus”)
and the Company will promptly file with the Commission a final prospectus supplement (the “Prospectus Supplement”
and collectively with the Base Prospectus, the “Prospectus”) with respect to the Registration Statement in
material conformity with the Securities Act, including Rule 424(b) thereunder. The Investor hereby consents to delivery of the
Prospectus in accordance with Rule 172 under the Securities Act.


 


6.
The obligations of the Company to issue and sell the Shares to the Investor shall be subject to: (i) the receipt by the Company
of the Subscription Amount and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment
of those undertakings of the Investor to be fulfilled prior to the Closing Date.


 


7.
Except as set forth in the SEC Reports (as defined below), the Company hereby makes the following representations, warranties
and covenants to the Investor:


 


(a)
The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and the Other Investors’ Agreements and otherwise to carry out its obligations hereunder. The execution
and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereunder have been
duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed by the Company and,
when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles
of equity.


 


(b)
The Shares are duly authorized and, when issued and paid for in accordance with this Agreement and the Other Investors’
Agreements, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company.
The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant
to this Agreement. The Company has prepared and filed the Registration Statement in material conformity with the requirements
of the Securities Act, which became effective on June 18, 2019 (the “Effective Date”), and such amendments
and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under
the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or
preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted
or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of
the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the Registration
Statement and any amendments thereto became effective, at the date of this Agreement and as of the Closing Date, the Registration
Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities
Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements
thereto, at time the Prospectus or any amendment or supplement thereto was issued and as of the Closing Date, conformed and will
conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 






    	2



     


    




 


(c)
Other than pursuant to the Company’s Equity Distribution Agreement with Piper Sandler & Co., the Company has not
issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise
of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant
to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of any securities convertible
into, exercisable or exchangeable for, or otherwise representing the right to acquire shares of Common Stock (each, a “Common
Stock Equivalent”) outstanding as of the date of the most recently filed SEC Report (as defined below). No Person has
any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by this Agreement. Except as otherwise disclosed in the SEC Reports (as defined below) or as a result of the purchase
and sale of the Shares, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or
giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings
or arrangements by which the Company or any of its consolidated subsidiaries (each a “Subsidiary”) is or may
become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Shares will
not obligate the Company to issue shares of Common Stock or other securities to any person (other than to investors in this Offering)
and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price
under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued,
fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of
such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.
No further approval or authorization of any stockholder or the Board of Directors is required for the issuance and sale of the
Shares. Except as otherwise disclosed in the SEC Reports, there are no stockholders’ agreements, voting agreements or other
similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the
Company, between or among any of the Company’s stockholders.


 


(d)
Since the date of the latest audited financial statements included within any report or definitive proxy or information statements
filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange
Act (the “SEC Reports”), except as specifically disclosed in a subsequent SEC Report filed prior to the date
hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in
a material adverse effect, or any development that would reasonably be expected to result in a material adverse change, in the
condition, financial or otherwise, or in the results of operations, business, operations or prospects, whether or not arising
from transactions in the ordinary course of business, of the Company and its Subsidiaries, considered as one entity (any such
effect is called a “Material Adverse Effect”), (ii) the Company has not incurred any liabilities (contingent
or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past
practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States
generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commission, (iii) the
Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash
or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital
stock and (v) the Company has not issued any equity securities to any officer, director or affiliate, except pursuant to existing
Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of
information. Except for the issuance of the Shares contemplated by this Agreement and the Other Investors’ Agreements or
as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or
is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects,
properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior
to the date that this representation is made.


 


(e)
The Company shall (i) by the Disclosure Time (as defined below), issue a press release disclosing the material terms of the
transactions contemplated hereby and (ii) make such other filings and notices in the manner and time required by the Commission
with respect to the transactions contemplated hereby. The Company shall not identify the Investor by name in any press release
or public filing, or otherwise publicly disclose the Investor’s name, without the Investor’s prior written consent,
unless required by law or the rules and regulations of any self-regulatory organization or exchange to which the Company or its
securities are subject. For the purposes of this Agreement, “Disclosure Time” means, (i) if this Agreement
is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time)
on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, and (ii) if this
Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than
9:01 a.m. (New York City time) on the date hereof.


 






    	3



     


    

 


(f)
The making, execution and performance of this Agreement by the Company and the consummation of the transactions contemplated
herein will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default
under, (i) the charter, bylaws or other organizational documents of the Company, as applicable, (ii) any law, order, rule, regulation,
writ, injunction, judgment or decree of any court, administrative agency, regulatory body, government or governmental agency or
body, domestic or foreign, having jurisdiction over the Company or its properties (including federal and state securities laws
and regulations and the rules and regulations of the NYSE American or other applicable Exchange) or (iii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any
of its Subsidiaries is a party, except for any conflict, breach, violation or default which is not reasonably likely to have a
material adverse effect on the Company, its Subsidiaries or any property or asset of the Company or any of its Subsidiaries or
the Company’s performance of its obligations hereunder or the consummation of the transactions contemplated hereby.


 


(g)
The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any
court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver
or perform any of its obligations hereunder in accordance with the terms hereof, other than (i) as may be required under the Securities
Act, (ii) any necessary qualification of the Shares under the securities or blue sky laws of the various jurisdictions in which
the Shares are being offered and (iii) under the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”)
or the NYSE American. All consents, authorizations, orders, filings and registrations which the Company is required to obtain
pursuant to the preceding sentence will be obtained or effected on or prior to the Closing Date, and the Company and its Subsidiaries
are unaware of any facts or circumstances which might prevent the Company from obtaining or effecting any of the registration,
application or filings pursuant to the preceding sentence.


 


(h)
The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed
to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale
or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the
Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company.


 


8.
The Investor hereby makes the following representations, warranties and covenants to the Company:


 


(a)
The Investor represents that (i) it has received or had full access to the Base Prospectus, as well as the Company’s
periodic reports and other information incorporated by reference therein, prior to or in connection with its receipt of this Agreement,
(ii) it is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments
in securities representing an investment decision like that involved in the purchase of the Shares, and (iii) it does not have
any agreement or understanding, directly or indirectly, with any person or entity to distribute any of the Shares.


 


(b)
The Investor has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by the Investor and the consummation by it of the transactions contemplated
hereunder have been duly authorized by all necessary action on the part of the Investor. This Agreement has been executed by the
Investor and, when delivered in accordance with the terms hereof, will constitute a valid and binding obligation of the Investor
enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally
and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).


 






    	4



     


    

 


(c)
The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with
the purchase and sale of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and
investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the
Shares.


 


(d)
The making, execution and performance of this Agreement by the Investor and the consummation of the transactions contemplated
herein will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default
under, (i) the charter, bylaws or other organizational documents of such Investor, as applicable, or (ii) any law, order, rule,
regulation, writ, injunction, judgment or decree of any court, administrative agency, regulatory body, government or governmental
agency or body, domestic or foreign, having jurisdiction over such Investor or its properties, except for any conflict, breach,
violation or default which is not reasonably likely to have a material adverse effect on such Investor’s performance of
its obligations hereunder or the consummation of the transactions contemplated hereby.


 


(e)
The Investor is a party to a confidentiality agreement with the Company, pursuant to which it will maintain the confidentiality
of, and not use in any way (including not trading on the basis of) all information acquired in connection with the transactions
contemplated herein prior to the public disclosure of that information by the Company.


 


(f)
Neither the Investor nor any Person acting on behalf of, or pursuant to any understanding with or based upon any information
received from, the Investor has, directly or indirectly, engaged in any purchases or sales of the securities of the Company (including,
without limitation, any Short Sales involving the Company’s securities) since the time that the Investor first discussed
the transactions contemplated hereby with the Company. “Short Sales” include, without limitation, all “short
sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), whether or not against the box, and all types of direct and indirect stock pledges, forward
sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h)
under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through
non-U.S. broker dealers or foreign regulated brokers. The Investor covenants that neither it, nor any Person acting on behalf
of, or pursuant to any understanding with or based upon any information received from, will engage in any purchases or sales of
the securities of the Company (including Short Sales) prior to the time that the Company confirms to the Purchaser in writing
that all material nonpublic information has been publicly disclosed.


 


(g)
The Investor represents that, except as set forth below, (i) it has had no position, office or other material relationship
within the past three years with the Company or persons known to it to be affiliates of the Company, (ii) it is not a, and it
has no direct or indirect association with any, FINRA member or an Associated Person (as such term is defined under the FINRA
Membership and Registration Rules Section 1011) as of the date hereof, and (iii) neither it nor any group of investors (as identified
in a public filing made with the Commission) of which it is a member, acquired, or obtained the right to acquire, 20% or more
of the Common Stock (or securities convertible or exercisable for Common Stock) or the voting power of the Company on a post-transaction
basis. Exceptions:


 


Those
matters disclosed in regulatory filings by the Investor and its affiliates


(If
no exceptions, write “none.” If left blank, response will be deemed to be “none.”)


 






    	5



     


    




 


(h)
The Investor acknowledges that it has had the opportunity to review this Agreement (including all exhibits and schedules thereto)
and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of representatives
of the Company and to receive answers from such representatives concerning the terms and conditions of the offering of the Shares
and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and
(iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision with respect to the investment.


 


9.
Except as expressly set forth in this Agreement to the contrary, each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement.


 


10.
Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties
made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the
Shares being purchased and the payment therefor.


 


11.
This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.


 


12.
In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.


 


13.
This Agreement will be governed by, and construed in accordance with, the internal laws of the State of New York, without
giving effect to the principles of conflicts of law that would require the application of the laws of any other jurisdiction.


 


14.
This Agreement may be executed in counterparts, each of which will constitute an original, but all of which, when taken together,
will constitute but one instrument, and will become effective when counterparts have been signed by each party hereto and delivered
to the other party, and such counterparts may be delivered electronically.


 


15.
This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and
is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


16.
The Investor acknowledges and agrees that such Investor’s receipt of the Company’s counterpart to this Agreement
shall constitute written confirmation of the Company’s sale of Shares to such Investor.


 


[SIGNATURE
PAGES FOLLOW]


 






    	6



     


    

 





INVESTOR
SIGNATURE PAGE


 


Number
of Shares: 730,140


 


Purchase
Price Per Share: $3.424


 


Aggregate
Purchase Price: $2,499,999.36


 


Please
confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.


 


Dated
as of January 20, 2021


 


	INVESTOR	 
	 	 	 
	By:	/s/
    Efrem Kamen	 
	Print
    Name:	Eferm
    Kamen	 
	Title:	Managing
    Member of Pura Vida Investments, LLC in its capacity as sub-adviser to Investor





Name
in which Securities are to be registered: Walleye Manager Opportunities LLC


Mailing
Address: c/o Pura Vida Investments, LLC, 150 East 52nd Street, Suite 32001, New York, NY, 10022


 


Facsimile
Number: c/o Pura Vida Investments:


Email
Address:


Taxpayer
Identification Number:


Manner
of Settlement of the Shares: DWAC (The Shares will be sent from the Company's transfer agent, American Stock Transfer & Trust
Company, by DWAC to your prime broker. You must contact your prime broker and ask them to initiate the DWAC or you
will not receive the Shares. The Shares will only be released after the Company’s receipt of the funds.)

 





	Name
                                         of DTC Participant (broker-dealer at which the account or accounts to be credited with
                                         the Shares are maintained)
	 	 

        Please
        see the attached instructions

	 	 	 
	DTC
                                         Participant Number
	 	__________________________
	 	 	 
	Name
                                         of Account at DTC Participant being credited with the Shares
	 	 

         __________________________

	 	 	 
	Account
                                         Number at DTC Participant being credited with the Shares
	 	 

        __________________________ 



 






    	7



     


    

 


Agreed
and Accepted this 20th day of January, 2021:


 





	OncoCyte
    Corporation	 
	 	 	 
	By:	/s/
    Mitch Levine      	 
	Name:	Mitch
    Levine	 
	Title:	CFO	 


 


Sales
of the Shares purchased hereunder were made pursuant to a registration statement or in a transaction in which a final prospectus
would have been required to have been delivered in the absence of Rule 172 promulgated under the Securities Act.


 






    	8



     


    




 


SUBSCRIPTION
AGREEMENT


 


OncoCyte
Corporation


15
Cushing


Irvine,
CA 92618


 


Ladies
and Gentlemen:


 


The
undersigned (the “Investor”) hereby confirms and agrees with you as follows:


 


1.
This Subscription Agreement (this “Agreement”) is made as of the date set forth below between OncoCyte
Corporation, a California corporation (the “Company”), and the Investor.


 


2.
The Company is offering to sell and issue up to $25 million of shares, in the aggregate, (the “Shares”)
of the Company’s common stock, no par value per share (the “Common Stock” and such offering, the “Offering”)
at a per Share purchase price of $3.424 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after the date of this Agreement). The Shares being offered have
been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s
Registration Statement on Form S-3 (No. 333-231980), including all amendments thereto, the exhibits and any schedules thereto,
the documents otherwise deemed to be a part thereof or included therein by the rules and regulations (the “Rules and
Regulations”) of the U.S. Securities and Exchange Commission (the “Commission”) and any registration
statement relating to the Offering and filed pursuant to Rule 462(b) under the Rules and Regulations (collectively, the “Registration
Statement”). The Investor acknowledges that the Company intends to enter into subscription agreements in substantially
the same form as this Agreement, on the same terms and conditions and prices as hereunder (the “Other Investors’
Agreements”), with certain other accredited investors.


 


3.
As of the Closing (as defined below), and subject to the terms and conditions hereof, the Company and the Investor agree that
the Investor will purchase from the Company and the Company will issue and sell to the Investor such number of Shares (the “Subscription”
and such Shares, the “Investor’s Shares”) as is set forth on the signature page hereto (the “Signature
Page”). The Investor acknowledges that the Offering is being conducted on a best-efforts basis and there is no minimum
offering amount. On the Closing Date, (as defined below), the Investor’s Shares will be delivered on an expedited basis
via The Depository Trust Company’s Deposit and Withdrawal at Custodian service (“DWAC”), registered in
the name of the Investor. This Offering will not clear directly through an underwriter, placement agent or similar broker. Consequently,
the Investor must instruct their individual broker how to settle the transaction.


 


4.
The completion of the purchase and sale of the Shares shall occur at the closing (the “Closing”) which
shall occur on the Trading Day (as defined below) on which all conditions precedent to (i) the Investor’s obligation to
pay the aggregate purchase price for the Investor’s Shares (the “Subscription Amount”) and (ii) the Company’s
obligations to deliver the Investor’s Shares, in each case, have been satisfied or waived, but in no event later than January
26, 2021 (the “Closing Date”). On the Closing Date, (a) the Company shall cause its transfer agent to deliver
on an expedited basis via DWAC the Investor’s Shares and (b) the Subscription Amount will be delivered by or on behalf of
the Investor to the Company by wire transfer pursuant to the Company’s wire instructions delivered to the Investor on Company
letterhead prior to the Closing Date. In the event that the Company is unable to fulfill its obligations hereunder at Closing
by January 29, 2021, Investor shall have the right, but not the obligation, to terminate this Agreement and the Subscription hereunder.
For purposes of this Agreement, “Trading Day” means any day on which the Common Stock is traded on the principal
securities exchange or trading market on which the Common Stock is then traded (the “Exchange”); provided that
“Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market
for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such Exchange
(or if such Exchange does not designate in advance the closing time of trading on such Exchange, then during the hour ending at
4:00 p.m., New York time).


 




    	1



     


    

 


5.
The Registration Statement filed by the Company with the Commission contains a prospectus (the “Base Prospectus”)
and the Company will promptly file with the Commission a final prospectus supplement (the “Prospectus Supplement”
and collectively with the Base Prospectus, the “Prospectus”) with respect to the Registration Statement in
material conformity with the Securities Act, including Rule 424(b) thereunder. The Investor hereby consents to delivery of the
Prospectus in accordance with Rule 172 under the Securities Act.


 


6.
The obligations of the Company to issue and sell the Shares to the Investor shall be subject to: (i) the receipt by the Company
of the Subscription Amount and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment
of those undertakings of the Investor to be fulfilled prior to the Closing Date.


 


7.
Except as set forth in the SEC Reports (as defined below), the Company hereby makes the following representations, warranties
and covenants to the Investor:


 


(a)
The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and the Other Investors’ Agreements and otherwise to carry out its obligations hereunder. The execution
and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereunder have been
duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed by the Company and,
when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles
of equity.


 


(b)
The Shares are duly authorized and, when issued and paid for in accordance with this Agreement and the Other Investors’
Agreements, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company.
The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant
to this Agreement. The Company has prepared and filed the Registration Statement in material conformity with the requirements
of the Securities Act, which became effective on June 18, 2019 (the “Effective Date”), and such amendments
and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under
the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or
preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted
or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of
the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the Registration
Statement and any amendments thereto became effective, at the date of this Agreement and as of the Closing Date, the Registration
Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities
Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements
thereto, at time the Prospectus or any amendment or supplement thereto was issued and as of the Closing Date, conformed and will
conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 




    	2



     


    

 


(c)
Other than pursuant to the Company’s Equity Distribution Agreement with Piper Sandler & Co., the Company has not
issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise
of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant
to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of any securities convertible
into, exercisable or exchangeable for, or otherwise representing the right to acquire shares of Common Stock (each, a “Common
Stock Equivalent”) outstanding as of the date of the most recently filed SEC Report (as defined below). No Person has
any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by this Agreement. Except as otherwise disclosed in the SEC Reports (as defined below) or as a result of the purchase
and sale of the Shares, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or
giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings
or arrangements by which the Company or any of its consolidated subsidiaries (each a “Subsidiary”) is or may
become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Shares will
not obligate the Company to issue shares of Common Stock or other securities to any person (other than to investors in this Offering)
and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price
under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued,
fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of
such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.
No further approval or authorization of any stockholder or the Board of Directors is required for the issuance and sale of the
Shares. Except as otherwise disclosed in the SEC Reports, there are no stockholders’ agreements, voting agreements or other
similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the
Company, between or among any of the Company’s stockholders.


 


(d)
Since the date of the latest audited financial statements included within any report or definitive proxy or information statements
filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange
Act (the “SEC Reports”), except as specifically disclosed in a subsequent SEC Report filed prior to the date
hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in
a material adverse effect, or any development that would reasonably be expected to result in a material adverse change, in the
condition, financial or otherwise, or in the results of operations, business, operations or prospects, whether or not arising
from transactions in the ordinary course of business, of the Company and its Subsidiaries, considered as one entity (any such
effect is called a “Material Adverse Effect”), (ii) the Company has not incurred any liabilities (contingent
or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past
practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States
generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commission, (iii) the
Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash
or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital
stock and (v) the Company has not issued any equity securities to any officer, director or affiliate, except pursuant to existing
Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of
information. Except for the issuance of the Shares contemplated by this Agreement and the Other Investors’ Agreements or
as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or
is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects,
properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior
to the date that this representation is made.


 


(e)
The Company shall (i) by the Disclosure Time (as defined below), issue a press release disclosing the material terms of the
transactions contemplated hereby and (ii) make such other filings and notices in the manner and time required by the Commission
with respect to the transactions contemplated hereby. The Company shall not identify the Investor by name in any press release
or public filing, or otherwise publicly disclose the Investor’s name, without the Investor’s prior written consent,
unless required by law or the rules and regulations of any self-regulatory organization or exchange to which the Company or its
securities are subject. For the purposes of this Agreement, “Disclosure Time” means, (i) if this Agreement
is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time)
on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, and (ii) if this
Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than
9:01 a.m. (New York City time) on the date hereof.


 




    	3



     


    

 


(f)
The making, execution and performance of this Agreement by the Company and the consummation of the transactions contemplated
herein will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default
under, (i) the charter, bylaws or other organizational documents of the Company, as applicable, (ii) any law, order, rule, regulation,
writ, injunction, judgment or decree of any court, administrative agency, regulatory body, government or governmental agency or
body, domestic or foreign, having jurisdiction over the Company or its properties (including federal and state securities laws
and regulations and the rules and regulations of the NYSE American or other applicable Exchange) or (iii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any
of its Subsidiaries is a party, except for any conflict, breach, violation or default which is not reasonably likely to have a
material adverse effect on the Company, its Subsidiaries or any property or asset of the Company or any of its Subsidiaries or
the Company’s performance of its obligations hereunder or the consummation of the transactions contemplated hereby.


 


(g)
The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any
court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver
or perform any of its obligations hereunder in accordance with the terms hereof, other than (i) as may be required under the Securities
Act, (ii) any necessary qualification of the Shares under the securities or blue sky laws of the various jurisdictions in which
the Shares are being offered and (iii) under the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”)
or the NYSE American. All consents, authorizations, orders, filings and registrations which the Company is required to obtain
pursuant to the preceding sentence will be obtained or effected on or prior to the Closing Date, and the Company and its Subsidiaries
are unaware of any facts or circumstances which might prevent the Company from obtaining or effecting any of the registration,
application or filings pursuant to the preceding sentence.


 


(h)
The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed
to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale
or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the
Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company.


 


8.
The Investor hereby makes the following representations, warranties and covenants to the Company:


 


(a)
The Investor represents that (i) it has received or had full access to the Base Prospectus, as well as the Company’s
periodic reports and other information incorporated by reference therein, prior to or in connection with its receipt of this Agreement,
(ii) it is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments
in securities representing an investment decision like that involved in the purchase of the Shares, and (iii) it does not have
any agreement or understanding, directly or indirectly, with any person or entity to distribute any of the Shares.


 


(b)
The Investor has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by the Investor and the consummation by it of the transactions contemplated
hereunder have been duly authorized by all necessary action on the part of the Investor. This Agreement has been executed by the
Investor and, when delivered in accordance with the terms hereof, will constitute a valid and binding obligation of the Investor
enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally
and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).


 




    	4



     


    

 


(c)
The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with
the purchase and sale of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and
investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the
Shares.


 


(d)
The making, execution and performance of this Agreement by the Investor and the consummation of the transactions contemplated
herein will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default
under, (i) the charter, bylaws or other organizational documents of such Investor, as applicable, or (ii) any law, order, rule,
regulation, writ, injunction, judgment or decree of any court, administrative agency, regulatory body, government or governmental
agency or body, domestic or foreign, having jurisdiction over such Investor or its properties, except for any conflict, breach,
violation or default which is not reasonably likely to have a material adverse effect on such Investor’s performance of
its obligations hereunder or the consummation of the transactions contemplated hereby.


 


(e)
The Investor is a party to a confidentiality agreement with the Company, pursuant to which it will maintain the confidentiality
of, and not use in any way (including not trading on the basis of) all information acquired in connection with the transactions
contemplated herein prior to the public disclosure of that information by the Company.


 


(f)
Neither the Investor nor any Person acting on behalf of, or pursuant to any understanding with or based upon any information
received from, the Investor has, directly or indirectly, engaged in any purchases or sales of the securities of the Company (including,
without limitation, any Short Sales involving the Company’s securities) since the time that the Investor first discussed
the transactions contemplated hereby with the Company. “Short Sales” include, without limitation, all “short
sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), whether or not against the box, and all types of direct and indirect stock pledges, forward
sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h)
under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through
non-U.S. broker dealers or foreign regulated brokers. The Investor covenants that neither it, nor any Person acting on behalf
of, or pursuant to any understanding with or based upon any information received from, will engage in any purchases or sales of
the securities of the Company (including Short Sales) prior to the time that the Company confirms to the Purchaser in writing
that all material nonpublic information has been publicly disclosed.


 


(g)
The Investor represents that, except as set forth below, (i) it has had no position, office or other material relationship
within the past three years with the Company or persons known to it to be affiliates of the Company, (ii) it is not a, and it
has no direct or indirect association with any, FINRA member or an Associated Person (as such term is defined under the FINRA
Membership and Registration Rules Section 1011) as of the date hereof, and (iii) neither it nor any group of investors (as identified
in a public filing made with the Commission) of which it is a member, acquired, or obtained the right to acquire, 20% or more
of the Common Stock (or securities convertible or exercisable for Common Stock) or the voting power of the Company on a post-transaction
basis. Exceptions:


 


Those
matters disclosed in regulatory filings by the Investor and its affiliates


(If
no exceptions, write “none.” If left blank, response will be deemed to be “none.”)


 




    	5



     


    

 


(h)
The Investor acknowledges that it has had the opportunity to review this Agreement (including all exhibits and schedules thereto)
and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of representatives
of the Company and to receive answers from such representatives concerning the terms and conditions of the offering of the Shares
and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and
(iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision with respect to the investment.


 


9.
Except as expressly set forth in this Agreement to the contrary, each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement.


 


10.
Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties
made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the
Shares being purchased and the payment therefor.


 


11.
This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.


 


12.
In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.


 


13.
This Agreement will be governed by, and construed in accordance with, the internal laws of the State of New York, without
giving effect to the principles of conflicts of law that would require the application of the laws of any other jurisdiction.


 


14.
This Agreement may be executed in counterparts, each of which will constitute an original, but all of which, when taken together,
will constitute but one instrument, and will become effective when counterparts have been signed by each party hereto and delivered
to the other party, and such counterparts may be delivered electronically.


 


15.
This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and
is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


16.
The Investor acknowledges and agrees that such Investor’s receipt of the Company’s counterpart to this Agreement
shall constitute written confirmation of the Company’s sale of Shares to such Investor.


 


[SIGNATURE
PAGES FOLLOW]


 




    	6



     


    

 


INVESTOR
SIGNATURE PAGE


 


Number
of Shares: 1,460,280


 


Purchase
Price Per Share: $3.424


 


Aggregate
Purchase Price: $4,999,998.72


 


Please
confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.


 


Dated
as of January 20, 2021


 


INVESTOR


 


	By:
    	/s/
    Neal C. Bradsher 	 
	Print
    Name:	Neal
    C. Bradsher	 
	Title:
    	President
                                         of Broadwood Capital, Inc. (the General Partner of Broadwood Partners, L.P.)





Name
in which Securities are to be registered: Broadwood Partners, L.P.


Mailing
Address: c/o Broadwood Capital, Inc., 142 West 57th Street, 11th Floor, New York, NY 10019


 


Facsimile
Number: N/A


 


Email
Address:


 


Taxpayer
Identification Number:


 


Manner
of Settlement of the Shares: DWAC (The Shares will be sent from the Company’s transfer agent, American Stock Transfer &
Trust Company, by DWAC to your prime broker. You must contact your prime broker and ask them to initiate the DWAC
or you will not receive the Shares. The Shares will only be released after the Company’s receipt of the funds.)


 


	Name
    of DTC Participant (broker-dealer at which the account or accounts to be credited with the Shares are maintained)	 	Please
    see the attached instructions
	 	 	 
	DTC
    Participant Number	 	__________________________
	 	 	 
	Name
    of Account at DTC Participant being credited with the Shares	 	__________________________
	 	 	
	Account
                                         Number at DTC Participant being credited with the Shares
	 	__________________________


 




    	7



     


    

 


Agreed
and Accepted this 20th day of January, 2021:


 


	OncoCyte
    Corporation	 
	 	                  	 
	By:	/s/
    Mitch Levine 	 
	Name:	Mitch
    Levine	 
	Title:
    	CFO
    	 


 


Sales
of the Shares purchased hereunder were made pursuant to a registration statement or in a transaction in which a final prospectus
would have been required to have been delivered in the absence of Rule 172 promulgated under the Securities Act.


 




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