Common use of Exercise Notice Clause in Contracts

Exercise Notice. To OncoCyte Corporation: The undersigned hereby irrevocably elects to purchase shares (the “Shares”) of common stock, no par value per share (“Common Stock”), of OncoCyte Corporation, a California corporation, pursuant to Warrant No. CSW-[·] originally issued on February 17, 2017 (the “Warrant”). The undersigned elects to utilize the following manner of exercise: Shares: □ Full Exercise of Warrant □ Partial Exercise of Warrant (in the amount of ______________ Shares) Exercise Price: $ The Holder intends that payment of the Exercise Price shall be made as (check one): □ “Net Exercise” under Section 7(b) of the Warrant (if available) □ Certified or Official Bank Check □ Intra-Bank Account Transfer □ Wire Transfer [Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the [undersigned]/[the undersigned’s nominee as is specified below].] Date: Full Name of Holder†: Signature of Holder or Authorized Representative: Name and Title of Authorized Representative††: Additional Signature of Holder (if jointly held): Social Security or Tax Identification Number: Address of Holder: Full Name of Nominee of Holder††: Address of Nominee of Holder††: † Must conform in all respects to name of holder as specified on the face of the Warrant. †† If applicable. ATTACHMENT B FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [·] the right represented by the attached Common Stock Warrant to purchase [·] shares of Common Stock of OncoCyte Corporation, a California corporation (the “Company”), to which the Warrant relates and appoints [·] as attorney to transfer said right on the books of the Company with full power of substitution in the premises. Date: Full Name of Holder*: Signature of Holder or Authorized Representative: Name and Title of Authorized Representative†: Additional Signature of Holder (if jointly held): Address of Holder: Full Name of Transferee: Address of Transferee: In the presence of: * Must conform in all respects to name of holder as specified on the face of the Warrant. † If applicable.

Exercise Notice. To OncoCyte Corporation: The undersigned hereby irrevocably elects to purchase shares (the “Shares”) of common stock, no par value per share (“Common Stock”), of OncoCyte Corporation, a California corporation, pursuant to Warrant No. CSW-[·] originally issued on February 17August 29, 2017 2016 (the “Warrant”). The undersigned elects to utilize the following manner of exercise: Shares: □ ☐ Full Exercise of Warrant □ ☐ Partial Exercise of Warrant (in the amount of ______________ Shares) Exercise Price: $ The Holder intends that payment of the Exercise Price shall be made as (check one): □ * ☐ “Net Exercise” under Section 7(b) of the Warrant (if available) □ ☐ Certified or Official Bank Check □ ☐ Intra-Bank Account Transfer □ ☐ Wire Transfer [Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the [undersigned]/[the undersigned’s nominee as is specified below].] Date: Full Name of Holder†: Signature of Holder or Authorized Representative: Name and Title of Authorized Representative††: Additional Signature of Holder (if jointly held): Social Security or Tax Identification Number: Address of Holder: Full Name of Nominee of Holder††: Address of Nominee of Holder††: * Payable unless Mandatory Cash Settlement is required pursuant to Section 6(b) of the Warrant at the time this Warrant is being exercised. † Must conform in all respects to name of holder as specified on the face of the Warrant. †† If applicable. ATTACHMENT B FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [·] the right represented by the attached Common Stock Warrant to purchase [·] shares of Common Stock of OncoCyte Corporation, a California Delaware corporation (the “Company”), to which the Warrant relates and appoints [·] as attorney to transfer said right on the books of the Company with full power of substitution in the premises. Date: Full Name of Holder*: Signature of Holder or Authorized Representative: Name and Title of Authorized Representative†: Additional Signature of Holder (if jointly held): Address of Holder: Full Name of Transferee: Address of Transferee: In the presence of: * Must conform in all respects to name of holder as specified on the face of the Warrant. † If applicable.

Exercise Notice. [To OncoCyte Corporationbe executed only upon exercise of Warrant] To: NIS Group Co., Ltd. The undersigned registered owner of Warrants (NIS Group Co., Ltd. 10th Equity Warrants) irrevocably exercises these Warrants for the acquisition of ______ shares of Common Stock of NIS Group Co., Ltd. under the following conditions: The number of Warrants which the undersigned hereby irrevocably elects exercises: [ ] The date of exercise of such Warrants: [ ] [ ], 200• The total amount to purchase shares (the “Shares”) be paid upon exercise of common stock, no par value per share (“Common Stock”), of OncoCyte Corporation, a California corporation, pursuant to Warrant No. CSW-[·] originally issued on February 17, 2017 (the “Warrant”). such Warrants: JPY• The undersigned elects herewith makes payment of the total amount to utilize be paid upon exercise of such Warrant prescribed above therefor in ______________________, on the following manner of exercise: Shares: □ Full Exercise of Warrant □ Partial Exercise of Warrant (terms and conditions specified in the amount Terms and Conditions of NIS Group Co., Ltd. 10th Equity Warrants as of the date of exercise of such Warrants prescribed above. Accordingly, the undersigned requests that the shares of Common Stock hereby acquired (and any securities or other property issuable upon such exercise) be delivered to the undersigned or its designee. [ ] [ ], 200• _______________________________ Shares) Exercise Price: $ The Holder intends that payment of the Exercise Price shall be made as (check one): □ “Net Exercise” under Section 7(b) of the Warrant (if available) □ Certified or Official Bank Check □ Intra-Bank Account Transfer □ Wire Transfer [Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the [undersigned]/[the undersigned’s nominee as is specified below].] Date: Full Name of Holder†: Registered Owner) _______________________________ (Signature of Holder or Authorized Representative: Name and Title of Authorized Representative††: Additional Signature of Holder Registered Owner) _______________________________ (if jointly held): Social Security or Tax Identification Number: Address of Holder: Full Name of Nominee of Holder††: Address of Nominee of Holder††: † Must conform in all respects to name of holder as specified on the face of the Warrant. †† If applicable. ATTACHMENT Address) _______________________________ (Address) [Warrant Rights Agreement] ANNEX B FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] APPLICATION FOR TRANSFER To: NIS Group Co., Ltd. FOR VALUE RECEIVED, RECEIVED the undersigned registered owner of this Warrant (NIS Group Co., Ltd. 10th Equity Warrants) hereby sells, assigns and transfers unto [·] the right represented by transferee named below (i) the attached Common Stock Warrant to purchase [·] shares Warrant(s) listed below, and (ii) a corresponding portion of Common Stock of OncoCyte Corporation, a California corporation (the “Company”), to which rights under the Warrant relates Rights Agreement, dated as of February __, 2008, by and appoints [·] as attorney among TPG Vision Upper I, Ltd. and NIS Group Co., Ltd., and such owner and the transferee requests you to register such transfer said right on the books of the Company with full power of substitution in the premises. Date: Full Name of Holder*: Signature of Holder or Authorized Representativewarrant register: Name and Title of Authorized Representative†: Additional Signature of Holder (if jointly held): Address of Holder: Full Transferor No. of Warrants to be delivered Registered owner (transferor): Name of Transferee: and Address of TransfereeTransferee The Date of Transfer (transferor): Dated Print Name: In the presence ofSignature Witness: * Must conform in all respects to name of holder as specified on the face of the Warrant. † If applicable.(transferor): Dated Print Name: Signature Witness:

Exercise Notice. To OncoCyte Accelr8 Technology Corporation: The undersigned hereby irrevocably elects to purchase shares (the “"Shares”") of common stock, no par value per share (“"Common Stock”"), of OncoCyte Accelr8 Technology Corporation, a California Colorado corporation, pursuant to Warrant No. CSW-[·] __, originally issued on February 17, 2017 2012 (the “"Warrant”"). The undersigned elects to utilize the following manner of exercise: Shares: □ _____________ Full Exercise of Warrant □ Warrants _____________ Partial Exercise of Warrant Warrants (in the amount of ______________ Shares) Exercise Price: $ The Holder intends that payment $_____________ Manner of the Exercise Price shall be made as (check one): □ “Net Exercise” under Section 7(b) : Certified of the Warrant (if available) □ Certified or Official Bank Check □ Intra-Bank Account Transfer □ Wire Transfer [Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the [undersigned]/[the undersigned’s 's nominee as is specified below].] Date: Full Name of Holder†Holder*: Signature of Holder or Authorized Representative: Name and Title of Authorized Representative††Representative†: Additional Signature of Holder (if jointly held): Social Security or Tax Identification Number: Address of Holder: Full Name of Nominee of Holder††Holder†: Address of Nominee of Holder††Holder†: † * Must conform in all respects to name of holder as specified on the face of the Warrant. †† † If applicable. ATTACHMENT B FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [·] the untothe right represented by the attached Common Stock Warrant to purchase [·] _____ shares of Common Stock of OncoCyte Accelr8 Technology Corporation, a California Colorado corporation (the “"Company”"), to which the Warrant relates and appoints [·] as attorney to transfer said right on the books of the Company with full power of substitution in the premises. Date: Full Name of Holder*: Signature of Holder or Authorized Representative: Name and Title of Authorized Representative†: Additional Signature of Holder (if jointly held): Social Security or Tax Identification Number: Address of Holder: Full Name of Transferee: Address of Transferee: In the presence of: ______________________________________________ * Must conform in all respects to name of holder as specified on the face of the Warrant. † If applicable.

Exercise Notice. To OncoCyte CorporationThe Chase Manhattan Bank Corporate Trust Securities Window 00 Xxxxx Xxxxxx, Xxxx 000 Xxxxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Tender Department The undersigned (the "Registered Holder") hereby irrevocably elects to purchase shares exercises __________ Warrants (the “Shares”"Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of common stockWarrants at least equal to the number of Exercised Warrants, no par value per share (“Common Stock”), of OncoCyte Corporation, a California corporation, pursuant to Warrant No. CSW-[·] originally issued on February 17, 2017 (and the “Warrant”)Exercise Property with respect thereto. The undersigned elects Registered Holder hereby directs the Warrant Agent (a) to utilize deliver the following manner Warrant Property as follows: and (b) if the number of exerciseExercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: SharesDated: □ Full Exercise ------------------------ ----------------------- (Registered Holder) By: ----------------------- Authorized Signature Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant □ Partial Exercise of Warrant (in the amount of is ______________ Shares) Exercise Price: $ . In accordance with the Universal Warrant Agreement and the Unit Agreement dated as of June 2, 1997 among the Issuer, The Holder intends that payment Chase Manhattan Bank, as Unit Agent, as Warrant Agent, as Collateral Agent, and as Trustee under the Indenture referred to therein and the Holders from time to time of the Exercise Price shall Units described therein, the following (A) exchanges of [the number of Universal Warrants indicated below for a like number of Universal Warrants to be made represented by a Global Universal Warrant that has been separated from a Unit (a "Separated Universal Warrant")](1) [the number of Universal Warrants that had been represented by a Global Universal Warrant that is part of a Unit (an "Attached Unit Universal Warrant") for a like number of Universal Warrants represented by this Global Universal Warrant](2) or (B) reductions as (check one): □ “Net Exercise” under Section 7(b) a result of the Warrant (if available) □ Certified or Official Bank Check □ Intra-Bank Account Transfer □ Wire Transfer [Please issue a new Warrant for the unexercised portion exercise of the attached number of Universal Warrants indicated below have been made: [Number of Attached Unit Universal [Increased [Number Warrants Exchanged Number Reduced Notation Exchanged for [Reduced Number for Universal Outstanding Number of Number Made by or Date of Separated Outstanding Warrants represented Following Universal Outstanding on Behalf Exchange Universal Following Such by this Separated Such Warrants Following of Warrant in the name of the [undersigned]/[the undersigned’s nominee as is specified belowor Exercise Warrants].] Date: Full Name of Holder†: Signature of Holder or Authorized Representative: Name and Title of Authorized Representative††: Additional Signature of Holder (if jointly held): Social Security or Tax Identification Number: Address of Holder: Full Name of Nominee of Holder††: Address of Nominee of Holder††: † Must conform in all respects to name of holder as specified on the face of the *) Exchange](*) Universal Warrant. †† If applicable. ATTACHMENT B FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [·] the right represented by the attached Common Stock Warrant to purchase [·] shares of Common Stock of OncoCyte Corporation, a California corporation ](the “Company”), to which the Warrant relates and appoints [·] as attorney to transfer said right on the books of the Company with full power of substitution in the premises. Date: Full Name of Holder*: Signature of Holder or Authorized Representative: Name and Title of Authorized Representative†: Additional Signature of Holder *) Exchange](if jointly held): Address of Holder: Full Name of Transferee: Address of Transferee: In the presence of: * Must conform in all respects to name of holder as specified on the face of the Warrant. † If applicable.**) Exercised Such Exercise Agent ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ----------

Exercise Notice. To OncoCyte Accelr8 Technology Corporation: The undersigned hereby irrevocably elects to purchase shares (the “Shares”) of common stock, no par value per share (“Common Stock”), of OncoCyte Accelr8 Technology Corporation, a California Colorado corporation, pursuant to Warrant No. CSW-[·] _____, originally issued on February 17__________, 2017 2012 (the “Warrant”). The undersigned elects to utilize the following manner of exercise: Shares: □ _____ Full Exercise of Warrant □ _____ Partial Exercise of Warrant (in the amount of ______________ Shares) Exercise Price: $ The Holder intends that payment $__________ Manner of the Exercise Price shall be made as (check one): □ “Net Exercise” under Section 7(b) of the Warrant (if available) □ : _____ Certified or Official Bank Check □ _____ Intra-Bank Account Transfer □ _____ Wire Transfer [Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the [undersigned]/[the undersigned’s nominee as is specified below].] Date: Full Name of Holder†Holder*: Signature of Holder or Authorized Representative: Name and Title of Authorized Representative††Representative†: Additional Signature of Holder (if jointly held): Social Security or Tax Identification Number: Address of Holder: Full Name of Nominee of Holder††Holder†: Address of Nominee of Holder††Holder†: † * Must conform in all respects to name of holder as specified on the face of the Warrant. †† † If applicable. ATTACHMENT B FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [·] ________________________________ the right represented by the attached Common Stock Warrant to purchase [·] __________ shares of Common Stock of OncoCyte Accelr8 Technology Corporation, a California Colorado corporation (the “Company”), to which the Warrant relates and appoints [·] ________________ as attorney to transfer said right on the books of the Company with full power of substitution in the premises. Date: Full Name of Holder*: Signature of Holder or Authorized Representative: Name and Title of Authorized Representative†: Additional Signature of Holder (if jointly held): Address of Holder: Full Name of Transferee: Address of Transferee: In the presence of: * Must conform in all respects to name of holder as specified on the face of the Warrant. † If applicable.. Schedule 2.2(a)(viii) Board Members and Officers to Resign Contemporaneous with Closing Xxxxxxx X. Xxxxxxxxx, Director Xxxx X. Xxxxxx, Director Xxxxxx Xxxxxx, CEO and CFO Xxxxx Xxxxxx, President Schedule 2.2(a)(ix) Board Members to be Appointed Xxxx Xxxxxxx Xxxx Xxxxxxxx Xxxxxxxx Xxxxxx Schedule 3.6 Capitalization Shares of Common Stock Authorized – 19,000,000 Shares of Common Stock Outstanding – 11,103,367 Shares of Preferred Stock Authorized – 0 Shares of Preferred Stock Outstanding – 0 Number of shares of Capital Stock underlying options issued and outstanding – 1,060,000 Number of shares allocated to 2004 Omnibus Stock Option Plan available but unissued – 0 Number of shares of capital stock underlying warrants issued and outstanding – 302,152 Number of shares of capital stock issuable upon conversion or exercise or other securities besides options and warrants – 0 Schedule 3.14(f) Registered IP

Exercise Notice. To OncoCyte CorporationThe Chase Manhattan Bank Corporate Trust Securities Window 55 Water Street, Room 234 Xxxxx Xxxxxxxx Xxx Xxrx, Xxx Xxxx 00000 Xxxxxxxxx: Xxxxxx Xxxxxtment The undersigned (the "Registered Holder") hereby irrevocably elects to purchase shares exercises __________ Warrants (the “Shares”"Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of common stockWarrants at least equal to the number of Exercised Warrants, no par value per share (“Common Stock”), of OncoCyte Corporation, a California corporation, pursuant to Warrant No. CSW-[·] originally issued on February 17, 2017 (and the “Warrant”)Exercise Property with respect thereto. The undersigned elects Registered Holder hereby directs the Warrant Agent (a) to utilize deliver the following manner Warrant Property as follows: and (b) if the number of exerciseExercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: SharesDated: □ Full Exercise of Warrant □ Partial Exercise of Warrant ____________ --------------------------- (in the amount of Registered Holder) By: ________________________ Shares) Exercise PriceAuthorized Signature Address: $ Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] [Designation of Universal Warrants] SCHEDULE A GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The Holder intends that payment initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement and the Unit Agreement dated as of January 24, 1997 among the Issuer, The Chase Manhattan Bank, as Unit Agent, as Warrant Agent, as Collateral Agent, and as Trustee under the Indenture referred to therein and the Holders from time to time of the Exercise Price shall Units described therein, the following (A) exchanges of [the number of Universal Warrants indicated below for a like number of Universal Warrants to be made represented by a Global Universal Warrant that has been separated from a Unit (a "Separated Universal Warrant")](*) [the number of Universal Warrants that had been represented by a Global Universal Warrant that is part of a Unit (an "Attached Unit Universal Warrant") for a like number of Universal Warrants represented by this Global Universal Warrant](**) or (B) reductions as (check one): □ “Net Exercise” under Section 7(b) a result of the Warrant (if available) □ Certified or Official Bank Check □ Intra-Bank Account Transfer □ Wire Transfer [Please issue a new Warrant for the unexercised portion exercise of the attached Warrant in the name number of the Universal Warrants indicated below have been made: [undersigned]/[the undersigned’s nominee as is specified below].] Date: Full Name Number of Holder†: Signature Attached Unit Universal Warrants Exchanged for [Increased Reduced Notation [Number [Reduced Universal Warrants Number Number Number Made by Date of Holder or Authorized Representative: Name and Title of Authorized Representative††: Additional Signature of Holder (if jointly held): Social Security or Tax Identification Number: Address of Holder: Full Name of Nominee of Holder††: Address of Nominee of Holder††: † Must conform in all respects to name of holder as specified on the face of the Warrant. †† If applicable. ATTACHMENT B FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [·] the right Exchanged for Number represented by the attached Common Stock Outstanding of Outstanding or on Exchange Separated Outstanding this Separated Following Universal Following Behalf or Universal Following Such Universal Such Warrants Such of Warrant to purchase [·] shares of Common Stock of OncoCyte Corporation, a California corporation Exercise Warrants](the “Company”), to which the Warrant relates and appoints [·] as attorney to transfer said right on the books of the Company with full power of substitution in the premises. Date: Full Name of Holder*: Signature of Holder or Authorized Representative: Name and Title of Authorized Representative†: Additional Signature of Holder ) Exchange](if jointly held): Address of Holder: Full Name of Transferee: Address of Transferee: In the presence of: * Must conform in all respects to name of holder as specified on the face of the *) Warrant. † If applicable.](**) Exchange](**) Exercised Exercise Agent --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------

Exercise Notice. To OncoCyte CorporationThe Chase Manhattan Bank Corporate Trust Securities Window 55 Water Street, Room 234 North Building New York, New York 10041 Atxxxxxxx: The undersigned Xxxxxx Xxxxrxxxxx Xxx xxxxxxxxxxx (xxx "Xxxxxtered Holder") hereby irrevocably elects to purchase shares exercises __________ Warrants (the “Shares”"Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of common stockWarrants at least equal to the number of Exercised Warrants, no par value per share (“Common Stock”), of OncoCyte Corporation, a California corporation, pursuant to Warrant No. CSW-[·] originally issued on February 17, 2017 (and the “Warrant”)Exercise Property with respect thereto. The undersigned elects Registered Holder hereby directs the Warrant Agent (a) to utilize deliver the following manner Warrant Property as follows: and (b) if the number of exerciseExercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: Shares: □ Full Exercise of Warrant □ Partial Exercise of Warrant (in the amount of Dated:____________________________ Shares__________________________________ (Registered Holder) Exercise PriceBy:_______________________________ Authorized Signature Address: $ Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The Holder intends that payment initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement and the Unit Agreement dated as of May 6, 1999 among the Issuer, The Chase Manhattan Bank, as Unit Agent, as Warrant Agent, as Collateral Agent, and as Trustee under the Indenture referred to therein and the Holders from time to time of the Exercise Price shall Units described therein, the following (A) exchanges of [the number of Universal Warrants indicated below for a like number of Universal Warrants to be made represented by a Global Universal Warrant that has been separated from a Unit (a "Separated Universal Warrant")]1 [the number of Universal Warrants that had been represented by a Global Universal Warrant that is part of a Unit (an "Attached Unit Universal Warrant") for a like number of Universal Warrants represented by this Global Universal Warrant]2 or (B) reductions as (check one): □ “Net Exercise” under Section 7(b) a result of the Warrant (if available) □ Certified or Official Bank Check □ Intra-Bank Account Transfer □ Wire Transfer [Please issue a new Warrant for the unexercised portion exercise of the attached number of Universal Warrants indicated below have been made: [Number of Attached Unit Universal [Increased [Number Warrants Exchanged Number Reduced Notation Exchanged for [Reduced Number for Universal Outstanding Number of Number Made by or Date of Separated Outstanding Warrants represented Following Universal Outstanding on Behalf of Exchange or Universal Following Such by this Separated Such Warrants Following Warrant Exercise Warrants]1 Exchange]1 Universal Warrant]2 Exchange]2 Exercised Such Exercise Agent ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ -------- 1 Applies only if this Global Universal Warrant is part of a Unit. 2 Applies only if this Global Universal Warrant has been separated from a Unit. EXHIBIT II [FORM OF FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered form, this Warrant Certificate and the name Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the [undersigned]/[the undersigned’s Depositary or by a nominee as is specified below].] Date: Full Name of Holder†: Signature of Holder or Authorized Representative: Name and Title of Authorized Representative††: Additional Signature of Holder (if jointly held): Social Security or Tax Identification Number: Address of Holder: Full Name of Nominee of Holder††: Address of Nominee of Holder††: † Must conform in all respects to name of holder as specified on the face of the Warrant. †† If applicable. ATTACHMENT B FORM OF ASSIGNMENT [To be completed and signed only upon transfer Depositary to the Depositary or another nominee of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [·] the right represented Depositary or by the attached Common Stock Warrant Depositary or any such nominee to purchase a successor Depositary or a nominee of such successor Depositary.]1 MORGAN STANLEY DEAN WITTER & CO. [·Designation xx Xxxvxxxxx Xxxxxxxx] shares of Common Stock of OncoCyte Corporation, a California corporation CASH SETTLEMENT VALUE PER WARRANT (the “Company”), to which the Warrant relates and appoints OR METHOD OF DETERMINING SAME): [·] as attorney to transfer said right on the books of the Company with full power of substitution in the premises. Date: Full Name of Holder*: Signature of Holder or Authorized Representative: Name and Title of Authorized Representative†: Additional Signature of Holder (if jointly held): Address of Holder: Full Name of Transferee: Address of Transferee: In the presence of: * Must conform in all respects to name of holder as specified on the face of the Warrant. † If applicable.WARRANT PROPERTY:]2 [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:]2 [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:]2 [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:]2

Exercise Notice. To OncoCyte CorporationThe Chase Manhattan Bank Corporate Trust Securities Window 55 Water Street, Room 234 North Building New York, New York 10041 Atxxxxxxx: The undersigned Xxxxxx Xxxxrxxxxx Xxx xxxxxxxxxxx (xxx "Xxxxxtered Holder") hereby irrevocably elects to purchase shares exercises __________ Warrants (the “Shares”"Exercised Warrants") of common stockand delivers to you herewith a Warrant Certificate or Certificates, no par value per share (“Common Stock”), of OncoCyte Corporation, a California corporation, pursuant to Warrant No. CSW-[·] originally issued on February 17, 2017 (the “Warrant”). The undersigned elects to utilize the following manner of exercise: Shares: □ Full Exercise of Warrant □ Partial Exercise of Warrant (registered in the amount Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants[, and the Warrant Property with respect thereto].1 The Registered Holder hereby directs the Warrant Agent (a) to deliver the [Cash Settlement Value][Put Price]* per Warrant as follows: and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: Dated:_________________________ Shares_______________________________________ (Registered Holder) Exercise PriceBy:____________________________________ Authorized Signature Address: $ Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] [Designation of Universal Warrants] SCHEDULE A GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The Holder intends that payment initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement and the Unit Agreement dated as of May 6, 1999 among the Issuer, The Chase Manhattan Bank, as Unit Agent, as Warrant Agent, as Collateral Agent, and as Trustee under the Indenture referred to therein and the Holders from time to time of the Exercise Price shall Units described therein, the following (A) exchanges of [the number of Universal Warrants indicated below for a like number of Universal Warrants to be made represented by a Global Universal Warrant that has been separated from a Unit (a "Separated Universal Warrant")]1 [the number of Universal Warrants that had been represented by a Global Universal Warrant that is part of a Unit (an "Attached Unit Universal Warrant") for a like number of Universal Warrants represented by this Global Universal Warrant]2 or (B) reductions as (check one): □ “Net Exercise” under Section 7(b) a result of the Warrant (if available) □ Certified or Official Bank Check □ Intra-Bank Account Transfer □ Wire Transfer [Please issue a new Warrant for the unexercised portion exercise of the attached number of Universal Warrants indicated below have been made: [Number of Attached Unit Universal [Increased [Number Warrants Exchanged Number Reduced Notation Exchanged for [Reduced Number for Universal Outstanding Number of Number Made by or Date of Separated Outstanding Warrants represented Following Universal Outstanding on Behalf of Exchange or Universal Following Such by this Separated Such Warrants Following Warrant in the name Exercise Warrants]1 Exchange]1 Universal Warrant]2 Exchange]2 Exercised Such Exercise Agent ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ -------- 1Applies only if this Global Universal Warrant is part of the [undersigned]/[the undersigned’s nominee as is specified below]a Unit. 2Applies only if this Global Universal Warrant has been separated from a Unit.] Date: Full Name of Holder†: Signature of Holder or Authorized Representative: Name and Title of Authorized Representative††: Additional Signature of Holder (if jointly held): Social Security or Tax Identification Number: Address of Holder: Full Name of Nominee of Holder††: Address of Nominee of Holder††: † Must conform in all respects to name of holder as specified on the face of the Warrant. †† If applicable. ATTACHMENT B FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [·] the right represented by the attached Common Stock Warrant to purchase [·] shares of Common Stock of OncoCyte Corporation, a California corporation (the “Company”), to which the Warrant relates and appoints [·] as attorney to transfer said right on the books of the Company with full power of substitution in the premises. Date: Full Name of Holder*: Signature of Holder or Authorized Representative: Name and Title of Authorized Representative†: Additional Signature of Holder (if jointly held): Address of Holder: Full Name of Transferee: Address of Transferee: In the presence of: * Must conform in all respects to name of holder as specified on the face of the Warrant. † If applicable.

Exercise Notice. To OncoCyte CorporationThe Chase Manhattan Bank Corporate Trust Securities Window 55 Water Street, Room 234 Xxxxx Xxxxxxxx Xxx Xxrx, Xxx Xxxx 00000 Xxxxxxxxx: Xxxxxx Xxxxxtment The undersigned (the "Registered Holder") hereby irrevocably elects to purchase shares exercises __________ Warrants (the “Shares”"Exercised Warrants") of common stockand delivers to you herewith a Warrant Certificate or Certificates, no par value per share (“Common Stock”), of OncoCyte Corporation, a California corporation, pursuant to Warrant No. CSW-[·] originally issued on February 17, 2017 (the “Warrant”). The undersigned elects to utilize the following manner of exercise: Shares: □ Full Exercise of Warrant □ Partial Exercise of Warrant (registered in the amount Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants[, and the Warrant Property with respect thereto].(*) The Registered Holder hereby directs the Warrant Agent (a) to deliver the [Cash Settlement Value][Put Price](*) per Warrant as follows: and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: ____________ --------------------------- (Registered Holder) By: ________________________ SharesAuthorized Signature Address: Telephone: ------------- (*) Exercise Price: $ The Holder intends that payment Only if terms of the Exercise Price shall be made Warrants contemplate that the holder may deliver Warrant Property to exercise the Warrants. [If Warrant is a Global Warrant, insert this Schedule A.] [Designation of Universal Warrants] SCHEDULE A GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement and the Unit Agreement dated as (check one): □ “Net Exercise” of January 24, 1997 among the Issuer, The Chase Manhattan Bank, as Unit Agent, as Warrant Agent, as Collateral Agent, and as Trustee under Section 7(b) the Indenture referred to therein and the Holders from time to time of the Units described therein, the following (A) exchanges of [the number of Universal Warrants indicated below for a like number of Universal Warrants to be represented by a Global Universal Warrant that has been separated from a Unit (if availablea "Separated Universal Warrant")](*) □ Certified [the number of Universal Warrants that had been represented by a Global Universal Warrant that is part of a Unit (an "Attached Unit Universal Warrant") for a like number of Universal Warrants represented by this Global Universal Warrant](**) or Official Bank Check □ Intra-Bank Account Transfer □ Wire Transfer [Please issue (B) reductions as a new Warrant for the unexercised portion result of the attached Warrant in the name exercise of the number of Universal Warrants indicated below have been made: [undersigned]/[the undersigned’s nominee as is specified below].] Date: Full Name Number of Holder†: Signature Attached Unit Universal Warrants Notation Exchanged for Made by [Number [Reduced Universal Warrants [Increased Reduced or on Date of Holder or Authorized Representative: Name and Title of Authorized Representative††: Additional Signature of Holder (if jointly held): Social Security or Tax Identification Number: Address of Holder: Full Name of Nominee of Holder††: Address of Nominee of Holder††: † Must conform in all respects to name of holder as specified on the face of the Warrant. †† If applicable. ATTACHMENT B FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [·] the right Exchanged for Number represented by the attached Common Stock Number Number of Number Behalf Exchange Separated Outstanding this Separated Outstanding Universal Outstanding of or Universal Following Such Universal Following Such Warrants Following Such Warrant to purchase [·] shares of Common Stock of OncoCyte Corporation, a California corporation Exercise Warrants](the “Company”), to which the Warrant relates and appoints [·] as attorney to transfer said right on the books of the Company with full power of substitution in the premises. Date: Full Name of Holder*: Signature of Holder or Authorized Representative: Name and Title of Authorized Representative†: Additional Signature of Holder ) Exchange](if jointly held): Address of Holder: Full Name of Transferee: Address of Transferee: In the presence of: * Must conform in all respects to name of holder as specified on the face of the *) Warrant. † If applicable.](**) Exchange](**) Exercised Exercise Agent --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------