Second Amendment to License Agreement, dated January 25, 2016, between OncoCyte Corporation and The Wistar Institute of Anatomy and Biology

This Second Amendment (the "Second Amendment") is made effective as of May 27, 2016 (the "Second Amendment Effective Date"), by and between The Wistar Institute of Anatomy and Biology ("Wistar") and Oncocyte Corporation ("OncoCyte").

WHEREAS the parties entered into a License Agreement dated January 22, 2016 (the "License Agreement");

WHEREAS the parties amended the License Agreement by entering into a First Amendment to the License Agreement dated January 25, 2016 (the "First Amendment"); and

WHEREAS now seeking to add an additional patent application to the amended License Agreement the parties wish to enter into this Second Amendment.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.         All capitalized terms not expressly defined herein shall have the same meanings assigned to them in the amended License Agreement. Except as expressly amended or modified herein, all other terms and conditions of the amended License Agreement remain in full force and effect.

2.         Exhibit A of the License Agreement shall be deleted in its entirety and replaced with the attached Exhibit A-l included in this Second Amendment.

3.          In consideration of this Second Amendment, Oncocyte shall pay to Wistar a one-time, non-refundable, non-creditable license amendment fee of twenty-five thousand dollars ($25,000 USD) within 30 days of the Second Amendment Effective Date.

4.         This Second Amendment shall be construed by and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to its principles of conflicts of law.

5.         This Second Amendment shall become binding when any one or more counterparts hereof, individually or taken together, shall bear the signatures of Wistar and OncoCyte. This Second Amendment may be executed in any number of counterparts, and counterparts may be exchanged by electronic transmission (including by email), each of which shall be deemed an original as against the party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument.