Exhibit
10.1


 


Addendum
No. 2


December
05, 2021


 


The
Exclusive Sublicense Agreement in the PRC Territory (the “Agreement”) was entered into by and among Razor Genomics,
Inc. (“Razor”), Oncocyte Corporation (“Oncocyte”), Encore Clinical, Inc. and Burning Rock Biotech
Limited (“Burning Rock”), on December 14, 2020, and an addendum (“Addendum No.1”) was executed
on June 30, 2021 to provide clarification of Section 4.1.3 of the Agreement. Oncocyte, Razor and Burning Rock hereby enter into this
valid and binding addendum to the Agreement (“Addendum No. 2”) for the limited purpose of amending Section 4.1.3 of
the Agreement (as amended by Addendum No.1), Section 6.1.1 of the Agreement and Exhibit D of the Agreement. The Agreement shall remain
unchanged in all other regards. Capitalized terms used but not defined in this Addendum No. 2 will have the meaning(s) ascribed thereto
in the Agreement.


 


Section
4.1.3 of the Agreement (as amended by Addendum No.1) shall be replaced in its entirety as follows, which shall be made part of the Agreement:


 


4.1.3
Subject to Burning Rock’s satisfaction with Razor and/or Oncocyte having completed the technology installation as set forth in
Exhibit D (“Technology Installation Plan”) required to launch the Licensed Test in the PRC Territory, Three Million
United States Dollars (US$3,000,000) will be released in the following manner:


 


		(a)	Two
                                            Million United States Dollars (US$2,000,000) will be released seven (7) days after signing
                                            of this Addendum No. 2; and
		(b)	One
                                            Million United States Dollars (US$1,000,000) will be released seven (7) days after Burning
                                            Rock confirms in writing that Razor and/or Oncocyte has satisfactorily completed the remaining
                                            technology installation as set forth in Table A1 of Exhibit D (“Remaining Technology
                                            Installation Plan”);



 


provided,
however, that if the Remaining Technology Installation Plan cannot be completed to Burning Rock’s satisfaction on or before April
30, 2022, the remaining Escrow Funds shall be released to Burning Rock immediately.


 


Section
6.1.1 of the Agreement shall be replaced in its entirety as follows, which shall be made part of the Agreement:


 


6.1.1
April 30, 2022 at 11:59:59 pm California time in the United States of America, unless Four Million United States Dollars (US $4,000,000)
has been released to Oncocyte;


 


The
following Table A1 shall be incorporated into Exhibit D immediately after the paragraph which reads “In case changes to the specified
plan/validation protocol are necessary......, due to the current pandemic situation.” and before the heading “3.
Gap analysis – Infrastructure”:


 


Table
A1: The Remaining Technology Installation Plan


 


	Task	 	Due
    Date	 	Responsibility
	Provision
    of the detailed user guides on how to perform experiments and to build a baseline using RxB software and reference materials	 	January
    31, 2022	 	Oncocyte
	Provision
    of three (3) sets of reference materials and 6000 reactions of the core reagents (Lot103)	 	January
    31, 2022	 	Oncocyte


 


*
* *


 




    	 



    	 



    




  


IN
WITNESS WHEREOF, Oncocyte, Razor and Burning Rock have duly executed this legally binding Addendum No. 2 to the Agreement, by their respective
duly authorized signatories, as of the date first written above.


 


	Oncocyte
    Corporation	 
	 	 
	/s/
    Mitch Levine	 
	(Duly
    authorized signatory)	 
	Name:
    Mitch Levine	 
	Title:
    CFO	 
	 	 
	Burning
    Rock Biotech Limited	 
	 	 
	/s/
    Leo Li	 
	(Duly
    authorized signatory)	 
	Name:
    Leo Li	 
	Title:
    CFO