Exhibit
10.4


 


Amended
and restated CHANGE IN CONTROL AND EXECUTIVE


SEVERANCE PLAN AGREEMENT


 


This
Amended and Restated Change in Control and Executive Severance Plan Agreement (the “Agreement”) is entered into by
and between Josh Riggs (“you” or “your”) and Oncocyte Corporation (the “Company”).
This Agreement has an effective date of December 2, 2022 (the “Effective Date”). The Board has authorized the Company
to enter into this Agreement in order for you to become a Covered Employee participant under the Oncocyte Corporation Change in Control
and Severance Plan (the “Plan”). This Agreement enumerates the Plan benefits that may be provided to you as a Covered
Employee as referenced in Section II of the Plan. All provisions of this Agreement are subject to and governed by the terms of the Plan.
In the event of any conflict in terms between the Plan and this Agreement, the terms of the Plan shall prevail and govern.


 


In
consideration of the mutual covenants and promises made in this Agreement, you and the Company agree as follows:


 


SECTION
1. DEFINITIONS.


 


In
addition to terms defined elsewhere herein or in the Plan, the following terms have the following meanings when used in this Agreement.
If you have an employment agreement with the Company which includes defined terms that expressly are different from and/or conflict with
the below defined terms, the terms of this Agreement shall govern and shall supersede the terms of the employment agreement.


 


1.1 “Base
Salary” means your annual rate of base salary as of the day before your Termination Date and disregarding any reduction in
base salary which constituted Good Reason.


 


1.2 “Board”
means the Company’s Board of Directors.


 


1.3 “Cause”
means the occurrence of one or more of the following:


 


(i) Your
personal dishonesty, willful misconduct, or breach of fiduciary duty involving personal profit;


 


(ii) Your
continuing intentional or habitual failure to perform your stated duties;


 


(iii) Your
violation of any law (other than minor traffic violations or similar misdemeanor offenses not involving moral turpitude);


 


(iv) Your
material breach of any provision of an employment or independent contractor agreement with the Company; or


 


(v) Any
other act or omission by you that, in the opinion of the Board, could reasonably be expected to adversely affect the Company’s
or an affiliate’s business, financial condition, prospects and/or reputation.


 






    	 



     


    

 


In
each of the foregoing subclauses (i) through (v), whether or not a “Cause” event has occurred will be determined by the Board
in its sole discretion and such determination shall be final, conclusive and binding. In the event that the Board, at its sole discretion,
determines that Cause exists to terminate your employment, you will not be eligible to receive severance pursuant to this Agreement.
If, after your employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause, including,
without limitation, violation of material Company policies or breach of noncompetition, confidentiality or other restrictive covenants
that may apply to you, your employment shall be deemed to have terminated for Cause. Any termination for “Cause” will not
limit any other right or remedy the Company may have under this Agreement or otherwise.


 


1.4 “Change
in Control” means the occurrence of one or more of the following:


 


(i) the
acquisition of Voting Securities of the Company by a Person or an Affiliate entitling the holder thereof to elect a majority of the directors
of the Company; provided, that an increase in the amount of Voting Securities held by a Person or Affiliate who on the date of this Agreement
beneficially owned (as defined in Section 13(d) of the Exchange Act, as amended, and the regulations thereunder) more than 10% of the
Voting Securities shall not constitute a Change of Control; and provided, further, that an acquisition of Voting Securities by one or
more Persons acting as an underwriter in connection with a sale or distribution of such Voting Securities shall not constitute a Change
of Control under this clause (a);


 


(ii) the
sale of all or substantially all of the assets of the Company; or


 


(iii) a
merger or consolidation of the Company with or into another corporation or entity in which the stockholders of the Company immediately
before such merger or consolidation do not own, in the aggregate, Voting Securities of the surviving corporation or entity (or the ultimate
parent of the surviving corporation or entity) entitling them, in the aggregate (and without regard to whether they constitute an Affiliate)
to elect a majority of the directors or persons holding similar powers of the surviving corporation or entity (or the ultimate parent
of the surviving corporation or entity)


 


A
transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation
or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities
immediately before such transactions, or if all of the Persons acquiring Voting Securities or assets of the Company or merging or consolidating
with the Company are one or more Subsidiaries.


 


1.5 “Code”
means the Internal Revenue Code of 1986 as amended.


 


1.6 “Employment
Agreement” means your employment agreement with the Company, effective as of December 2, 2022.


 






    	 



     


    

 


1.7 “Equity
Awards” means restricted stock, restricted stock units, performance stock units, stock options, and/or other unvested equity
compensation awards that were granted by the Company before the Change in Control (and which would include such awards that are assumed,
continued, or otherwise replaced by the Company’s acquirer in a Change in Control).


 


1.8 “Good
Reason” means the occurrence without your written consent of any one or more of the following events and where the initial
existence of such event occurred on or after a Change in Control. This “Good Reason” definition and process is intended to
comply with the safe harbor provided under Treasury Regulation Section 1.409A-1(n)(2)(ii) and shall be interpreted accordingly.


 


(i) you
have incurred a material diminution in your responsibilities, duties or authority; provided, however, that this prong (i) shall not apply
during the Term (as defined in the Employment Agreement) and following the Term shall be based on your responsibilities, duties, and
authority in effect immediately prior to December 2, 2022;


 


(ii) you
have incurred a material diminution in your Base Salary; provided, however, that a diminution in your Base Salary following the one-year
anniversary of December 2, 2022 to an amount no less than that in effect prior to December 2, 2022 shall not constitute Good Reason;
or


 


(iii) there
shall have occurred a relocation of your principal workplace to a location more than thirty-five (35) miles from your workplace as of
the date of this Agreement, without your written consent.


 


Notwithstanding
the foregoing, Good Reason shall exist only if the following conditions are met: (A) you give the Company written notice, pursuant to
Section 3.8 herein, of the occurrence of the event giving rise to such termination right; (B) such notice is delivered to the Company
within sixty (60) days of the initial existence of the condition giving rise to the right to terminate for Good Reason;
(C) the Company shall have had a reasonable opportunity to cure, to the extent curable, for thirty (30) days following receipt of your
written notice of Good Reason; (D) the Company fails to cure the alleged Good Reason to your reasonable satisfaction prior to your termination;
(E) the events described in the preceding sentence, singly or in combination, result in a material negative change in your employment
relationship with the Company, so that your termination effectively constitutes an involuntary separation from service within the meaning
of Section 409(A) of the Internal Revenue Code; and (F) you resign from your employment with the Company within thirty (30) days after
the expiration of the Company’s cure period. Failure to timely provide such written notice to the Company or failure to timely
resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company
does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue
to remain employed on an at-will basis.


 


1.9 “Qualifying
Severance Termination” means that your termination was because the Company terminated your employment without Cause or because
you resigned your employment for Good Reason; provided, however, that your termination does not constitute a Qualifying
Change in Control Termination, as defined herein.


 






    	 



     


    

 


1.10 “Qualifying
Change in Control Termination” means that: (i) your Termination Date occurred on or within three (3) months before
or twelve (12) months after a Change in Control; and (ii) your termination was because the Company terminated your employment
without Cause or because you resigned your employment for Good Reason.


 


1.11 “Termination
Date” means your last day of employment with the Company and such termination of employment must also constitute your “separation
from service” with the Company within the meaning of Code Section 409A.


 


SECTION
2. CONSEQUENCES OF A QUALIFYING TERMINATION.


 


Under
the Plan, there are two different types of qualifying terminations: (i) severance terminations, which provide a specified set of benefits,
or (ii) change in control terminations, which provide a different set of benefits. The benefits due under each type of termination are
set forth in turn below and shall be in addition to the benefits provided pursuant to Section 6(a)(2) of your Employment Agreement, if
applicable, subject to the terms and conditions therein.


 


2.1 Qualifying
Severance Termination. If your employment is terminated due to a Qualifying Severance Termination, then you may be entitled to:


 


(i) payment
of six (6) months of your Base Salary, , which may be paid in a lump sum or, at the election of the Company, in installments
consistent with the payment of your salary while employed by the Company, subject to such payroll deductions and withholdings as are
required by law; and


 


(ii) partial
acceleration with vesting and exercisability of your outstanding unvested Equity Awards as of your Termination Date that were scheduled
to vest based on the passage of time during the twelve (12) months following your Termination Date. This section 2.1 shall not
apply to (a) termination of your employment by an Affiliate if you remain employed by the Company, or (b) termination of your employment
by the Company if you remain employed by an Affiliate in a manner that does not constitute a diminution in your authority, duties, or
responsibility, or (c) termination of your employment that constitutes a Qualifying Change in Control Termination.


 


2.2 Qualifying
Change in Control Termination. If your employment is terminated due to a Qualifying Change in Control Termination, then you will
be entitled to:


 


(i) payment
of six (6) months of your Base Salary, which may be paid in a lump sum or, at the election of the Company, in installments consistent
with the payment of your salary while employed by the Company, subject to such payroll deductions and withholdings as are required by
law; and


 


(ii) payment
of six (6) months of your target cash bonus for the year of the Qualifying Change in Control Termination, which shall be paid
to you at the same time or times that they would otherwise have been paid if you were still employed, subject to such payroll deductions
and withholdings as are required by law; and


 






    	 



     


    

 


(iii) full
acceleration with vesting and exercisability of all of your outstanding unvested Equity Awards as of your Termination Date (with any
performance conditions being deemed to have been satisfied at maximum level of performance). This section 2.2 shall not apply
to (a) termination of your employment by an Affiliate if you remain employed by the Company, or (b) termination of your employment by
the Company if you remain employed by an Affiliate in a manner that does not constitute a diminution in your authority, duties, or responsibility.


 


2.3 Medical
Benefits for Qualifying Severance Termination. Subject to the conditions set forth herein, in the event that you incur a Qualifying
Severance Termination, the Company may, within thirty (30) days of the Termination Date, at its sole discretion, provide you with a taxable
lump sum payment (which shall not be grossed up for applicable income and employment taxes) up to six (6) months, the specific number
of months to be decided by the Company at its sole discretion, of the premium costs of group health plan continuation coverage under
the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided under the Company’s
group health plan (including medical, dental, and vision benefits) in which you and your eligible dependent(s), if any, were covered
immediately before the Termination Date. The payment due under this Section 2.3 will be made only if you elect COBRA continuation coverage.
The period of such COBRA benefits shall be considered part of your COBRA coverage entitlement period.


 


2.4 Medical
Benefits for Qualifying Change in Control Termination. Subject to the conditions set forth herein, in the event that you incur a
Qualifying Change in Control Termination, the Company will, within thirty (30) days of the Termination Date, provide you with a taxable
lump sum payment (which shall not be grossed up for applicable income and employment taxes) equal to six (6) months, of the premium costs
of group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to
the same extent provided under the Company’s group health plan (including medical, dental, and vision benefits) in which you and
your eligible dependent(s), if any, were covered immediately before the Termination Date. The payment due under this Section 2.4 will
be made only if you elect COBRA continuation coverage. The period of such COBRA benefits shall be considered part of your COBRA coverage
entitlement period.


 


2.5 As
a condition to receiving (and continuing to receive) the payments provided in Section 2.1 or 2.2 as applicable, and Sections 2.3 and
2.4, you must: (i) within no later than forty- five (45) days after your Termination Date, execute (and not revoke) and
deliver to the Company a separation agreement and general release of all claims in substantially the form attached as Exhibit A
hereto (the “Separation Agreement”) and (ii) remain in full compliance with such Separation Agreement.


 






    	 



     


    

 


SECTION
3. GENERAL PROVISIONS.


 


3.1 Assignability;
Binding Nature. Commencing on the Effective Date, this Agreement will be binding upon you and the Company. This Agreement may not
be assigned by you except that your rights to compensation and benefits hereunder, subject to the limitations of this Agreement, may
be transferred by will or operation of law. No rights or obligations of the Company under this Agreement may be assigned or transferred
except in the event of a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all
or substantially all of the assets of the Company provided that the assignee or transferee is the successor to all or substantially all
of the assets of the Company and assumes the Company’s obligations under this Agreement contractually or as a matter of law. The
Company will require any such purchaser, successor or assignee to expressly assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform if no such purchase, succession or assignment had taken place. Your
rights and obligations under this Agreement shall not be transferable by you by assignment or otherwise provided, however, that if you
die, all amounts then payable to you hereunder shall be paid in accordance with the terms of this Agreement to your devisee, legatee
or other designee or, if there be no such designee, to your estate.


 


3.2 Governing
Law. This Agreement is governed by the Employee Retirement Income Security Act of 1974, as amended, and, to the extent applicable,
the laws of the State of Delaware, without reference to the conflict of law provisions thereof.


 


3.3 Taxes.
The Company shall have the right to withhold and deduct from any payment hereunder any federal, state or local taxes of any kind required
by law to be withheld with respect to any such payment. The Company (including without limitation members of its Board) shall not be
liable to you or other persons as to any unexpected or adverse tax consequence realized by you and you shall be solely responsible for
the timely payment of all taxes arising from this Agreement that are imposed on you. This Agreement is intended to comply with the applicable
requirements of Code Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. Each payment
made pursuant to any provision of this Agreement shall be considered a separate payment and not a series of payments for purposes of
Code Section 409A. While it is intended that all payments and benefits provided under this Agreement to you will be exempt from or comply
with Code Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from
or compliant with Code Section 409A. The Company will have no liability to you or any other party if a payment or benefit under this
Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. In addition, if upon your
Termination Date, you are then a “specified employee” (as defined in Code Section 409A), then solely to the extent necessary
to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of “nonqualified
deferred compensation” subject to Code Section 409A payable as a result of and within six (6) months following your Termination
Date until the earlier of (i) the first business day of the seventh month following your Termination Date or (ii) ten (10) days after
the Company receives written confirmation of your death. Any such delayed payments shall be made without interest. In the event that
it is determined that any payment or distribution of any type to or for your benefit made by the Company, by any person who acquires
ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section
280G) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise (the “Total Payments”), would be subject to the excise tax imposed by Section 4999 of the Code or any
interest or penalties with respect to such excise tax (and/or would not deductible under Code Section 280G) (such loss of a tax deduction
under Code Section 280G and/or excise tax, together with any such interest or penalties, are collectively referred to as the “Excise
Tax”), then such payments or distributions or benefits shall be payable either (i) in full, or (ii) as to such lesser amount
which would result in no portion of such payments or distributions or benefits being subject to the Excise Tax, whichever of the foregoing
amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Code Section 4999, results
in your receipt on an after-tax basis, of the greatest amount of payments, distributions and benefits, notwithstanding that all or some
portion of such payments, distributions or benefits may be taxable under Code Section 4999. Any determination required under this Section
3.3 shall be made in writing by the Company or by a qualified accountant or counsel selected by the Company (the “Accountant”)
whose determination shall be conclusive and binding. You and the Company shall furnish the Accountant such documentation and documents
as the Accountant may reasonably request in order to make its determination. In no event will the Company be required to gross up any
payment or benefit to you to avoid the effects of the Excise Tax or to pay any regular or excise taxes arising from the application of
the Excise Tax.


 






    	 



     


    

 


3.4 No
Change in At-Will Status. Your employment with the Company is and shall continue to be at-will, as defined under applicable law.
If your employment terminates for any reason, you shall not be entitled to any payments, benefits, damages, awards or compensation other
than as provided by this Agreement or required by applicable law, or as may otherwise be established under the Company’s then existing
employee benefit plans or policies at the time of termination. Nothing in this Agreement modifies your at-will employment status and
either you or the Company can terminate the employment relationship at any time, with or without Cause.


 


3.5 Entire
Agreement. Except as otherwise specifically provided in this Agreement, the Plan and this Agreement (and the agreements referenced
herein) contain all the legally binding understandings and agreements between you and the Company pertaining to the subject matter of
this Agreement and supersedes all such agreements, whether oral or in writing, previously discussed or entered into between the parties,
including, but not limited to, the change in control and executive severance plan agreement entered into by and between you and the Company
effective July 13, 2020.


 


3.6 Covenants.
As a condition of this Agreement and to your receipt of any post- employment benefits, you agree that you will fully and timely comply
with all of the covenants set forth in this Section 3.6 (which shall survive your termination of employment and termination or expiration
of this Agreement):


 


(i) You
will fully comply with all obligations under any confidentiality, inventions and/or proprietary agreement between you and the Company
(as amended from time to time, the “Confidentiality Agreement”) and further agree that the provisions of the Confidentiality
Agreement shall survive any termination or expiration of this Agreement or termination of your employment or any subsequent service relationship
with the Company;


 


(ii) Within
five (5) days of the Termination Date, you shall return to the Company all Company confidential information including,
but not limited to, intellectual property, etc. and you shall not retain any copies, facsimiles or summaries of any Company proprietary
information;


 






    	 



     


    

 


(iii) You
will not at any time during or following your employment with the Company, make (or direct anyone to make) any disparaging statements
(oral or written) about the Company, or any of its affiliated entities, officers, directors, employees, stockholders, representatives
or agents, or any of the Company’s products or services or work-in-progress, that are harmful to their businesses, business reputations
or personal reputations; and


 


(iv) You
agree that, upon the Company’s request and without any payment therefore, you shall reasonably cooperate with the Company (and
be available as necessary) after the Termination Date in connection with any matters involving events that occurred during your period
of employment with the Company.


 


You
also agree that you will fully and timely comply with all of the covenants set forth in this Section 3.6 (which shall survive your termination
of employment and termination or expiration of this Agreement):


 


(v) You
will fully pay off any outstanding amounts owed to the Company no later than their applicable due date or within thirty (30) days
of your Termination Date (if no other due date has been previously established);


 


(vi) Within
five (5) days of the Termination Date, you shall return to the Company all Company property including, but not limited
to, computers, cell phones, pagers, keys, business cards, etc.;


 


(vii) Within
fifteen (15) days of the Termination Date, you will submit any outstanding expense reports to the Company on or prior to
the Termination Date; and


 


(viii) As
of the Termination Date, you will no longer represent that you are an officer, director or employee of the Company and you will immediately
discontinue using your Company mailing address, telephone, facsimile machines, voice mail and e-mail.


 


You
acknowledge that (i) upon a violation of any of the covenants contained in this Section 3.6 of this Agreement or (ii) if the Company
is terminating your employment for Cause, the Company would as a result sustain irreparable harm, and, therefore, you agree that in addition
to any other remedies which the Company may have, the Company shall be entitled to seek equitable relief including specific performance
and injunctions restraining you from committing or continuing any such violation; and


 


3.7 Offset.
Any payments or benefits made to you under this Agreement may be reduced, in the Company’s discretion, by any amounts you owe
to the Company provided that any such offsets do not violate Code Section 409A. To the extent you receive severance or similar payments
and/or benefits under any other Company plan, program, agreement, policy, practice, or the like, or under the WARN Act or similar state
law, the payments and benefits due to you under this Agreement will be correspondingly reduced on a dollar-for-dollar basis (or vice-versa)
in a manner that complies with Code Section 409A.


 






    	 



     


    

 


3.8 Notice.
Any notice that the Company is required to or may desire to give you shall be given by personal delivery, recognized overnight courier
service, email, telecopy or registered or certified mail, return receipt requested, addressed to you at your address of record with the
Company, or at such other place as you may from time to time designate in writing. Any notice that you are required or may desire to
give to the Company hereunder shall be given by personal delivery, recognized overnight courier service, email, telecopy or by registered
or certified mail, return receipt requested, addressed to the Company’s Board at the Company’s principal office, or at such
other office as the Company may from time to time designate in writing. A written notice of your intention to terminate your employment
with the Company for Good Reason, as described in Section 1.8 herein, shall (i) indicate the specific termination provision that is being
relied upon, (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment
under the provision so indicated, and (iii) specify a termination date of not less than two (2) weeks after giving such
notice. The date of actual delivery of any notice under this Section 3.8 shall be deemed to be the date of delivery thereof.


 


3.9 Waiver;
Severability. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to by you and the
Company in writing. No waiver by you or the Company of the breach of any condition or provision of this Agreement will be deemed a waiver
of a similar or dissimilar provision or condition at the same or any prior or subsequent time. Except as expressly provided herein to
the contrary, failure or delay on the part of either party hereto to enforce any right, power, or privilege hereunder will not be deemed
to constitute a waiver thereof. In the event any portion of this Agreement is determined to be invalid or unenforceable for any reason,
the remaining portions shall be unaffected thereby and will remain in full force and effect to the fullest extent permitted by law.


 


3.10 Whistleblower.
No provision of this Agreement or Exhibit A shall be interpreted so as to impede you from reporting possible violations of state
or federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities
and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions
of state or federal law or regulation. You do not need the prior authorization of the Company to make any such reports or disclosures
and you shall not be required to notify the Company that such reports or disclosures have been made.


 


3.11 Voluntary
Agreement. You acknowledge that you have been advised to review this Agreement with your own legal counsel and other advisors of
your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney
and other advisors and have not asked (or relied upon) the Company or its counsel to represent you or your counsel in this matter. You
further represent that you have carefully read and understand the scope and effect of the provisions of this Agreement and that you are
fully aware of the legal and binding effect of this Agreement. This Agreement is executed voluntarily by you and without any duress or
undue influence on the part or behalf of the Company.


 


3.12 Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken
together and deemed to be one instrument. This Agreement may also be executed and delivered by facsimile signature, PDF or any electronic
signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com).


 


BY
SIGNING BELOW, YOU EXPRESSLY ACKNOWLEDGE THAT YOU (I) HAVE RECEIVED A COPY OF THE PLAN AND ITS SUMMARY PLAN DESCRIPTION, (II) UNDERSTAND
THE TERMS OF THE PLAN AND THIS AGREEMENT, (III) ARE VOLUNTARILY ENTERING INTO THIS AGREEMENT AND (IV) ARE AGREEING TO BE BOUND BY THE
TERMS OF THE PLAN AND THIS AGREEMENT.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 



     


    

 


PLEASE
ACKNOWLEDGE YOUR ACCEPTANCE AND UNDERSTANDING OF THIS AGREEMENT BY SIGNING AND RETURNING IT TO THE UNDERSIGNED. A COPY OF THIS SIGNED
AGREEMENT WILL BE SENT TO YOU FOR YOUR RECORDS.


 


	ACKNOWLEDGED
    AND AGREED:	 	 
	 	 	 
	ONCOCYTE
    CORPORATION	 	Joshua
    Riggs
	 	 	 
	/s/
                                            Andy Arno
	 	/s/
    Joshua Riggs
	By: 	Andy Arno      	 	By:	Joshua Riggs
	 	 	 
	Its: 	Chairman
of the Board of Directors	 	 


 




    	 



     


    

 


EXHIBIT
A


 


CONFIDENTIAL
SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS


 


This
Confidential Separation Agreement and General Release of All Claims, dated [________________] (the “Agreement”), is
made pursuant to that certain Amended and Restated Change in Control and Severance Plan Agreement effective [______________] (the “Severance
Agreement”) entered into by and between [_______________] (“Employee”) on the one hand, and Oncocyte Corporation
(the “Company”), on the other. This Agreement is entered into in consideration for and as condition precedent to the
Company providing separation benefits to Employee pursuant to the Severance Agreement. It is understood and agreed that the Company is
not otherwise obligated to provide such benefits under the terms of the Severance Agreement and that the Company is doing so as a direct
result of Employee’s willingness to agree to the terms hereof. Collectively, Employee and the Company shall be referred to as the
“Parties.”


 


1. The
purpose of this Agreement is to resolve any and all disputes or claims that Employee may have relating to Employee’s employment
with the Company, and the termination thereof (the “Disputes”). The parties desire to resolve the above-referenced
Disputes, and all issues raised by the Disputes, without the further expenditure of time or the expense of contested litigation. Additionally,
the Parties desire to resolve any known or unknown claims that Employee may have as more fully set forth below. For these reasons, they
have entered into this Agreement.


 


2. Separation
from Company. Employee’s employment with the Company will end effective [______________] (the “Termination Date”).


 


3. Representations
by Employee. Employee acknowledges and agrees that Employee has received all wages due to Employee through the Termination Date,
including but not limited to all accrued but unused vacation, bonuses, commissions, options, benefits, and monies owed by the Company
to Employee. Employee further agrees and acknowledges that Employee has been fully paid and reimbursed for any and all business expenses
which Employee incurred during his/her employment with the Company. Employee agrees that Employee has not been required to sign this
Agreement as a condition of receiving any wages due or to become due to Employee. Employee further represents that Employee has reported
to Company any and all work-related injuries that Employee has suffered or sustained during Employee’s employment with Company.


 


4. Non-Admission
of Liability. The Company expressly denies any violation of any federal, state or local statute, ordinance, rule, regulation, policy,
order or other law. The Company also expressly denies any liability to Employee. Nothing contained herein is to be construed as an admission
of liability on the part of the Company hereby released, by whom liability is expressly denied. Accordingly, while this Agreement resolves
all issues referenced herein, it does not constitute an adjudication or finding on the merits of the allegations in the disputes and
it is not, and shall not be construed as, an admission by the Company of any violation of federal, state or local statute, ordinance,
rule, regulation, policy, order or other law, or of any liability alleged in the disputes.


 






    	A-1



     


    

 


5. Severance
Payment. In consideration of and in return for the promises and covenants undertaken by the Company herein and the releases given
by Employee herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:


 


a. Employee
shall receive from Company, with appropriate deductions and withholdings for which a Form W-2 shall be issued, a severance payment in
the amount of ______________ Dollars ($_____) (“Severance Payment”). This Severance Payment will be mailed to Employee’s
mailing address in the Company’s files within fifteen (15) business days of the Effective Date of this Agreement, as defined in
Paragraph 21, below. Employee must ensure that Company has Employee’s updated mailing address.


 


b. Any
tax liabilities resulting from or arising out of the benefits to Employee referred to above shall be the sole and exclusive responsibility
of Employee. Employee agrees to indemnify and hold the Company and the others released herein harmless from and for any tax liability
(including, but not limited to, assessments, interest, and penalties) imposed on the Company by any taxing authority on account of the
Company failing to withhold for tax purposes any amount from the benefits made as consideration of this Agreement.


 


6. Release
by Employee. Except for any rights created by this Agreement, in consideration of and in return for the promises and covenants undertaken
herein by the Company, and for other good and valuable consideration, receipt of which is hereby acknowledged:


 


a. Employee
does hereby acknowledge full and complete satisfaction of and does hereby release, absolve and discharge the Company, and each of its
parents, subsidiaries, divisions, related companies and business concerns, past and present, as well as each of its partners, trustees,
directors, members, officers, agents, attorneys, servants and employees, past and present, and each of them (hereinafter collectively
referred to as “Releasees”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits,
causes of action, grievances, wages, vacation payments, severance payments, obligations, commissions, overtime payments, debts, profit
sharing claims, expenses, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether
known or unknown to Employee which Employee now owns or holds or has at any time owned or held as against Releasees, or any of them,
including specifically but not exclusively and without limiting the generality of the foregoing, any and all claims, demands, grievances,
agreements, obligations and causes of action, known or unknown, suspected or unsuspected by Employee: (1) arising out of or in any way
connected with the Disputes; or (2) arising out of Employee’s employment (or termination thereof) with the Company; or (3) arising
out of or in any way connected with any claim, loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting
from any act or omission by or on the part of the Releasees, or any of them, committed or omitted on or before the Effective Date hereof.
Without limiting the generality of the foregoing, Employee specifically releases the Releasees from any claim for attorneys’ fees.
EMPLOYEE ALSO SPECIFICALLY AGREES AND ACKNOWLEDGES EMPLOYEE IS WAIVING ANY RIGHT TO RECOVERY BASED ON STATE OR FEDERAL AGE, SEX, PREGNANCY,
RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION
LAWS, INCLUDING, WITHOUT LIMITATION, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE EQUAL PAY
ACT, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT, THE WORKER ADJUSTMENT
AND RETRAINING ACT, THE FAIR LABOR STANDARDS ACT, FAIR EMPLOYMENT AND HOUSING ACT, PRIVATE ATTORNEY GENERAL ACT, AND ANY OTHER SECTION
OF THE CALIFORNIA LABOR OR GOVERNMENT CODE, OR THE CALIFORNIA INDUSTRIAL WELFARE COMMISSION WAGE ORDERS, ALL AS AMENDED, WHETHER SUCH
CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR BY A GOVERNMENTAL AGENCY. Employee also releases any and all other claims, known and
unknown, for breach of contract, express or implied (including but not limited to breach of the employment agreement and any promises
made therein); breach of the covenant of good faith and fair dealing; wrongful discharge in violation of public policy; and defamation,
conspiracy, infliction of emotional distress, invasion of privacy, harassment, assault, battery, fraudulent inducement, misrepresentation,
or any other tort.


 






    	A-2



     


    

 


b. This
release does not release claims that cannot be released as a matter of law. Employee is not (i) waiving Employee’s right to file
a charge, testify, assist, or cooperate with the EEOC, (ii) waiving rights or claims that may arise after the date Employee signs this
Agreement, or (iii) releasing claims for unemployment compensation benefits, workers’ compensation benefits, those claims under
the Fair Labor Standards Act which cannot be waived pre-litigation without Department of Labor or court approval, health insurance benefits
under the Consolidated Omnibus Budget Reconciliation Act (COBRA), or claims with regard to vested benefits under a retirement plan governed
by the Employee Retirement Income Security Act (ERISA).


 


7. Release
of Unknown Claims. Employee agrees and understands as follows: it is the intention of Employee in executing this instrument that it shall
be effective as a bar to each and every claim, demand, grievance and cause of action hereinabove specified. In furtherance of this intention,
Employee hereby expressly waives any and all rights and benefits conferred upon Employee by the provisions of section 1542 of the California
Civil Code (or any other similar state code) and expressly consents that this Agreement shall be given full force and effect according
to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims, demands and causes of
action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. Section 1542 provides:


 


A
general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor
at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the
debtor or released party.


 


Having
been so apprised, Employee nevertheless hereby voluntarily elects to and does waive the rights described in Civil Code section 1542 and
elects to assume all risks for claims that now exist in Employee’s favor, known or unknown, that are released under this Agreement.


 


8. Confidentiality.
Employee agrees: The fact of and the terms and conditions of this Agreement and any and all actions by Releasees taken in accordance
herewith, are confidential, and shall not be disclosed, discussed, publicized or revealed by Employee or his/her attorneys to any other
person or entity, including but not limited to radio, television, press media, newspapers, magazines, professional journals and professional
reports, excepting only Employee’s accountants, lawyers, immediate family members (mother, father, brother, sister, child, spouse),
the persons necessary to carry out the terms of this Agreement or as required by law. Employee shall admonish anyone to whom disclosure
is made to maintain confidentiality. Should Employee be asked about the disputes or this Agreement, Employee shall limit Employee’s
response, if any, by stating that the matters have been amicably resolved.


 






    	A-3



     


    

 


9. Return
of Company Property. No later than the Termination Date, Employee shall return all Company property in Employee’s possession,
custody, or control such as, for example, the original and all copies of all Company files, computer databases and files, books, records,
documents, client lists, financial data, plans, drawings, specifications, equipment, pictures, videotapes, identification cards, parking
cards, keys, passwords or any property or other items concerning the business of the Company, whether prepared by Employee or otherwise
coming into Employee’s possession or control relating to any product, business, work, customer, supplier or other aspect of the
Company, including any computer or communication devices (e.g., laptop computer, tablet computer, cell phone or personal digital assistant).
Employee acknowledges that the promises set forth in this section constitute a material inducement for the Company to enter into this
Agreement.


 


10. Claims
Previously Filed: Covenant Not to Sue. Employee represents that Employee has not filed, initiated, or prosecuted (or caused to be
filed, initiated, or prosecuted) any lawsuit, complaint, request or petition for arbitration, charge, action, or other proceeding with
respect to any claim this Agreement releases. In the event a government agency files or pursues a charge or complaint relating to Employee’s
employment with the Company and/or the disputes, Employee agrees not to accept any monetary or other benefits arising out of the charge
or complaint. Employee agrees not to file a lawsuit in court, or to demand arbitration, against Company or any of the Releasees, agrees
not to participate in any such lawsuit or arbitration, and agrees to take all necessary steps to opt-out or refrain from opting in to
any such lawsuit or arbitration, based on any events, acts, or omissions through and including the Effective Date of this Agreement.
If Employee violates this promise, Company shall recover all payments made under this Agreement, and Employee will pay Company for all
costs and losses, including actual attorneys’ fees, incurred by Company or the Releasees in connection with said lawsuit or demand
for arbitration. In the event of such a filing, Employee acknowledges that Employee will be ineligible, and in fact hereby expressly
waives Employee’s right, to any additional monetary compensation or damages.


 


11. Confidentiality
of Company Confidential Information. Employee hereby represents and acknowledges that in the course of Employee’s relationship
with Company, Employee has had access to and made use of certain confidential information of actual or potential independent economic
value relating to the Released Parties’ business and that of its clients (collectively defined as “Company Confidential
Information”). Such Company Confidential Information includes, but is not limited to, identities of existing clients; legal
matters; existing and contemplated services, programs, joint ventures, exploration programs, documentation and/or schematics; business,
accounting and financial information and data; marketing plans and strategies; business proposals and communications; technical reports/studies
and associated data; and the identity of any persons or entities associated with or engaged as investors, consultants, advisers, or agents.
Employee shall continue to keep secret and retain in the strictest confidence, and shall not disclose, publish, disseminate, or otherwise
reveal or use, for the benefit of Employee or others, directly or indirectly, any such information, which is and shall be the property
of the Company exclusively. This Agreement is not intended to supersede or affect any obligation of Employee, contractual or otherwise,
with respect to the disclosure, use or protection of any proprietary or Company Confidential Information, including any trade secrets
of Company, and is in addition to Employee’s Employment Agreement, Employee Confidentiality & Inventions Assignment Agreement.
All previous written agreements and obligations imposed by law or contract, relating to Company’s intellectual property, proprietary
information, Company Confidential Information or trade secrets, including confidentiality obligations and obligations of disclosure and
assignment of inventions, shall remain in full force and effect and survive the execution of this Agreement. In addition, at no time
after Employee leaves the Company will the Employee seek to obtain or misappropriate any of the Company’s trade secrets or other
Company Confidential Information from any current or former Company Employee.


 






    	A-4



     


    

 


12. Non-Disparagement.
Employee agrees not to make any derogatory, disparaging or negative comments about the Company (or any Company affiliate), its products,
officers, directors, or employees, unless required to do so by lawful subpoena or other valid legal process, or in connection with any
action to enforce this Agreement. Nothing in this Agreement prevents Employee from discussing or disclosing information about unlawful
acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful.


 


13. Severability.
If any provision of this Agreement or application thereof is held invalid, the invalidity shall not affect other provisions or applications
of the Agreement which can be given effect without the invalid provision or application. To this end, the provisions of this Agreement
are severable.


 


14. Legal
Effect of Agreement. Employee agrees and understands that this Agreement may be treated as a complete defense to any legal, equitable,
or administrative action that may be brought, instituted, or taken by Employee, or on Employee’s behalf, against the Company or
the Releasees, and shall forever be a complete bar to the commencement or prosecution of any claim, demand, lawsuit, charge, or other
legal proceeding of any kind against the Company and the Releasees.


 


15. Binding
on Assigns. This Agreement and all covenants and releases set forth herein shall be binding upon and shall inure to the benefit of
the respective Parties hereto, their legal successors, heirs, assigns, partners, representatives, parent companies, subsidiary companies,
agents, attorneys, officers, employees, directors and stockholders.


 


16. Independent
Judgment. The Parties hereto acknowledge each has read this Agreement, that each fully understands its rights, privileges and duties
under the Agreement, that each has had an opportunity to consult with an attorney of its choice and that each enters this Agreement freely
and voluntarily.


 






    	A-5



     


    

 


17. Amendment.
This Agreement may not be released, discharged, abandoned, changed or modified in any manner, except by an instrument in writing signed
by Employee and an officer of the Company. The failure of any party to enforce at any time any of the provisions of this Agreement shall
in no way be construed as a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part thereof
or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held
to be a waiver of any other or subsequent breach.


 


18. Interpretation.
This Agreement and the provisions contained herein shall not be construed or interpreted for or against any party hereto because that
party drafted or caused that party’s legal representative to draft any of its provisions.


 


19. Different
or Additional Facts. Employee acknowledges Employee may hereafter discover facts different from, or in addition to, those Employee
now knows or believes to be true with respect to the claims, demands, liens, agreements, contracts, covenants, actions, suits, causes
of action, wages, obligations, debts, expenses, damages, judgments, orders and liabilities herein released, and agrees the release herein
shall be and remain in effect in all respects as a complete and general release as to all matters released herein, notwithstanding any
such different or additional facts.


 


20. [IF
APPLICABLE] Older Workers Benefits Protection Act Rights. Employee is over forty years old, and thus has been advised of and acknowledges
the following: (1) this Agreement is written in a manner that you understand; (2) you are receiving valid consideration for this Agreement
that is in addition to anything of value to which you are already entitled; (3) this Agreement does not waive rights or claims that may
arise after it is executed; (4) by signing this Agreement, you are waiving rights under the Age Discrimination in Employment Act; (5)
you should consult with an attorney before signing this Agreement; (6) you have twenty- one (21) days to consider this Agreement before
signing it. You may choose to sign the Agreement in a shorter time, but if you do so, you acknowledge that any such signing is done on
a knowing and voluntary basis; and (7) you may revoke this Agreement at any time up to seven (7) days after you sign this Agreement.
The Agreement shall not become effective until the revocation period has expired (“Effective Date”). To revoke this
Agreement, you must deliver a written or electronic notice of revocation to __________ at __________ within the seven (7) day period
referenced above.


 


21. Effective
Date. If Employee does not revoke this Agreement in the timeframe specified at Paragraph 20 above, the Agreement shall be effective
at 12:00:01 a.m. on the eighth day after it is signed by Employee (the “Effective Date”).


 


22. Section
409A. This Agreement is intended to be exempt from the requirements of section 409A of the Internal Revenue Code of 1986 as amended
(“Section 409A”) and will be interpreted accordingly. While it is intended that all payments and benefits provided
under this Agreement to Employee or on behalf of Employee will be exempt from section 409A, the Company makes no representation or covenant
to ensure that such payments and benefits are exempt from or compliant with section 409A. The Company will have no liability to Employee
or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not
to be exempt from or compliant with section 409A.


 






    	A-6



     


    

 


23. Entire
Agreement. The undersigned each acknowledge and represent that no promise or representation not contained in this Agreement has been
made to them and acknowledge and represent that this Agreement and the Severance Agreement contains the entire understanding between
the parties and contains all terms and conditions pertaining to the compromise and settlement of the subjects referenced herein. The
undersigned further acknowledge that the terms of this Agreement are contractual and not a mere recital.


 


24. Execution
of Agreement. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original
and such counterparts shall together constitute one and the same Agreement.


 


25. Governing
Law. This Agreement shall be construed in accordance with, and be deemed governed by, the Employee Retirement Income Security Act
of 1974, as amended, and, to the extent applicable, the laws of the State of Delaware, without reference to the conflict of law provisions
thereof.


 


26. The
Company executes this Agreement for itself and on behalf of all other respective Releasees.


 


Employee
has read the foregoing Confidential Separation Agreement and General Release of All Claims, and Employee accepts and agrees to the provisions
contained therein and hereby executes it voluntarily and with full understanding of its consequences.


 


PLEASE
READ CAREFULLY. THIS AGREEMENT CONTAINS A GENERAL


RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.


 


	Dated:	 	 	 
	 	 	[NAME]
	 	 	 
	 	 	Oncocyte
    Corporation
	 	 	 
	Dated:	 	 	 
	 	 	Name:
	 	 	Title:


 






    	A-7