Exhibit
10.2


WARRANT
EXERCISE AGREEMENT


 


This
Warrant Exercise Agreement (this “Agreement”) is entered into as of July 21, 2017, by and among
OncoCyte Corporation, a California corporation (the “Company”), and [●] (the
“Holder”).


 


WHEREAS,
in connection with the closing of a private placement on August 29, 2016, the Company issued the Holder Common Stock Warrant number
2016-[●] to purchase [●] shares of the Company’s Common Stock, which was partially exercised on February 17, 2017
with respect to [●] shares of the Company’s Common Stock and the Company issued the Holder as of such date Common Stock
Warrant number 2016-[●] (the “Original Warrant”) to purchase the remaining [●] shares of the
Company’s Common Stock (the “Original Warrant Shares”);


 


WHEREAS,
the Holder desires to exercise the Original Warrant in cash with respect to that number of Original Warrant Shares set forth on
the signature page hereto (the “Exercised Shares”), pursuant to the terms set forth in the Original
Warrant, and, in consideration therefor, the Company desires to issue to the Holder a newly issued Common Stock Warrant in the
form attached hereto as Exhibit A (the “New Warrant”);


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Holder and the Company agree as follows:


 


Article
1

DEFINITIONS


 


1.1 Definitions.
Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the Original
Warrant.


 


Article
2




EXERCISE OF ORIGINAL WARRANT, ISSUANCE OF NEW WARRANT, and Closing


 


2.1
Exercise of Original Warrant. The Holder hereby agrees to exercise the Original Warrant with respect to the Exercised
Shares and to tender to the Company on or prior to the Closing Date (as defined below) the payment of the aggregate exercise
price, in immediately available funds, equal to $3.25 times the number of Exercised Shares (the “Aggregate
Exercise Price”). The number of Exercised Shares and the Aggregate Exercise Price are set forth on the
Holder’s signature page hereto. Within five (5) Trading Days of the Closing Date, the Company shall deliver the
Exercised Shares to the Holder in accordance with the instructions set forth on the Holder’s signature page hereto. The
exercise of the Original Warrant shall otherwise be pursuant to, and subject to the terms of, the Original
Warrant.


 


2.2 Issuance of New Common Stock Warrant. Within three (3) Trading Days of the
Closing Date, the Company shall deliver to the Holder (i) a New Warrant to purchase up to a number of shares of Common Stock
equal to one half of the number of Exercised Shares (the “New Warrant Shares” and, together with
the Original Warrant Shares, the “Warrant Shares”) and (ii) a replacement of the Original Warrant
representing the balance, if any, of the Original Warrant Shares less the Exercised Shares. The New Warrant shall be
immediately exercisable at an exercise price of $3.25 per share (subject to adjustment as provided therein) and will expire
on July 21, 2022. The New Warrant shall otherwise be substantially in the form attached hereto on Exhibit
A.


 




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2.3 The Closing. The closing of the transactions described in Sections 2.1 and
2.2 (the “Closing”) shall take place at the offices of DLA Piper LLP (US) located at 701 5th
Avenue, Suite 7000, Seattle, WA 98104, on July 21, 2017, or such other date as is mutually agreed between the parties (the
“Closing Date”), following the satisfaction or waiver of the follow conditions:


 


(a) In the case of the Company, its obligations to the Holder hereunder in connection
with the Closing are subject to the following conditions being met:


 


(i) The representations and warranties of the Holder contained herein shall be accurate
in all material respects on the Closing Date (unless as of a specific date therein in which case they shall be accurate as of
such date);


 


(ii) All obligations, covenants and agreements of the Holder required to be performed at
or prior to the Closing Date, including the payment to the Company of the Aggregate Exercise Price, shall have been performed
in all material respects;


 


(iii) The Company shall have obtained any and all consents, permits, approvals,
registrations and waivers necessary or appropriate for Closing, except for such that could not reasonably be expected to have
a material adverse effect on the Company; and


 


(iv) no judgment, writ, order, injunction, award or decree of or by any court of
competent jurisdiction or any governmental authority, shall have been issued, and no action or proceeding shall have been
instituted by any governmental authority, enjoining or preventing the Closing; and


 


(b) In the case of the Holder, its obligations to the Company hereunder in connection
with the Closing are subject to the following conditions being met:


 


(i) The representations and warranties of the Company contained herein shall be
accurate in all material respects on the Closing Date (unless as of a specific date therein in which case they shall be
accurate as of such date); and


 


(ii) All obligations, covenants and agreements of the Company required to be performed
at or prior to the Closing Date shall have been performed in all material respects.


 


Article
3

REPRESENTATIONS AND WARRANTIES


 


3.1 Representations and Warranties of the Company. The Company hereby represents
and warrants to the Holder that as of the date hereof:


 


(a) Authorization; Enforcement. The Company has the requisite corporate power
and authority to enter into, and to consummate the transactions contemplated by, this Agreement and otherwise to carry out
its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the
transactions contemplated hereby have been duly authorized by all necessary action on the part of such Company. This
Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the
valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as
limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and
contribution provisions may be limited by applicable law (clauses (i)-(iii), the “Enforceability
Exceptions”).


 




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(b) No Conflicts. The execution, delivery and performance of this Agreement by
the Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict
with or violate any provision of the Company’s articles of incorporation or bylaws, or (ii) conflict with, or
constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the
creation of any lien upon any of the properties or assets of the Company, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit
facility, debt or other material instrument (evidencing Company debt or otherwise) or other material understanding to which
the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) conflict with or
result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by
which any property or asset of the Company is bound or affected.


 


(c) Disclosure. Except with respect to the material terms and conditions of the
transactions contemplated by this Agreement, neither the Company nor any person acting on its behalf has provided the Holder
with any information that it believes constitutes material, non-public information. All of the disclosure furnished by or on
behalf of the Company to the Holder regarding the Company, its business and the transactions contemplated hereby, is true and
correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements made therein, in light of the circumstances under which they were made, not misleading.


 


(d) No General Solicitation. Neither the Company nor any person participating on
the Company’s behalf in the transactions contemplated hereby has conducted any “general solicitation” or
“general advertising,” within the meaning of Regulation D promulgated under the Securities Act, with respect to
any securities offered or sold hereby.


 


3.2 Representations and Warranties of the Holder. The Holder hereby represents
and warrants to the Company that as of the date hereof:


 


(a) Authorization. The Holder has all necessary power and authority to enter
into, and to consummate the transactions contemplated by, this Agreement and otherwise to carry out its obligations
hereunder. The execution and delivery of this Agreement by the Holder and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary action on its behalf. This Agreement has been duly executed
and delivered by the Holder and constitutes the valid and binding obligation of the Holder, enforceable against it in
accordance with its terms, subject to the Enforceability Exceptions.


 


(b) No Conflicts. The execution, delivery and performance of this Agreement by
the Holder and the consummation by the Holder of the transactions contemplated hereby do not and will not: (i) conflict with
or violate any provision of the Holder’s organizational or charter documents, or (ii) conflict with or result in a
violation of any agreement, law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or
governmental authority which would interfere with the ability of the Holder to perform its obligations under this
Agreement.


 




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(c) Access to Information. The Holder has had the opportunity to review this
Agreement and the Company’s filings with the Securities and Exchange Commission, including the risk factors contained
therein, and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive
answers from, representatives of the Company concerning the exercise of the Original Warrant, the terms and conditions of the
New Warrant and the merits and risks of investing in the Warrant Shares; (ii) access to information about the Company and its
financial condition, results of operations, business, properties, management and prospects sufficient to enable it to
evaluate its investment; and (iii) the opportunity to obtain any additional information or confer with any financial, tax,
legal or other advisors as the Holder believes is necessary to make an informed investment decision with respect to the
transactions contemplated hereby. Except with respect to the material terms and conditions of the transactions
contemplated by this Agreement, the Holder does not possess any information that it believes constitutes material, non-public
information, whether due to its relationships with the Company or otherwise.


 


(d) Private Offering Matters. The Holder is, and on each date on which the
Holder exercises any Company warrant (including the Closing Date) the Holder will be, either: (i) an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a
“qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. The Holder understands that
the Exercised Shares, the New Warrant and the New Warrant Shares are “restricted securities” that cannot be
transferred unless registered under the Securities Act or an exemption or exclusion therefrom is available. The Holder is not
aware of any “general solicitation” or “general advertising,” within the meaning of Regulation D
promulgated under the Securities Act, with respect to any securities offered or sold hereby.


 


Article
4

MISCELLANEOUS


 


4.1 Registration Rights. Within 60 days of the Closing Date, the Company shall
use its best efforts to prepare and file with the Commission a registration statement (the
“Registration Statement”) covering the resale of the New Warrant Shares. The Registration Statement
shall contain substantially similar “Plan of Distribution” disclosure as that included in the resale registration
statement for the Original Warrant Shares. The Company shall use its commercially reasonable efforts (i) to cause the
Registration Statement to be declared effective by the Commission as promptly as possible after the filing thereof, and (ii)
to keep the Registration Statement continuously effective under the Securities Act until the earlier of (a) the date that all
of the New Warrant Shares covered by the Registration Statement have been sold or can be sold publicly without restriction or
limitation under Rule 144 (including, without limitation, the requirement to be in compliance with Rule 144(c)(1)), or (b)
the date that is five (5) years following the Closing Date. The Company shall promptly notify the Holder upon receiving
notification from the Commission that (x) the Registration Statement has been declared effective, or (y) the Commission has
entered a stop order or taken any similar action suspending the effectiveness of the Registration Statement. The Company
shall pay all of its fees and expenses incident to the performance of or compliance with its obligations under this
paragraph.


 


4.2 Notices. Any and all notices or other communications or deliveries required
or permitted to be provided hereunder shall be made in accordance with the provisions of the Original Warrant.


 


4.3 Survival. All warranties and representations (as of the date such
warranties and representations were made) made herein shall be considered to have been relied upon by the parties hereto and
shall survive the issuance of the New Warrant. This Agreement shall inure to the benefit of and be binding upon the
successors and permitted assigns of each of the parties; provided, that no party may assign this Agreement or the
obligations and rights of such party hereunder without the prior written consent of the other party hereto.


 




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4.4 Execution. This Agreement may be executed in two or more counterparts, all
of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have
been signed by each party and delivered to the other party. Any signature delivered by facsimile or other electronic
transmission shall create a valid and binding obligation of the executing party with the same force and effect as if such
facsimile signature page were an original thereof.


 


4.5 Severability. If any provision of this Agreement is held to be invalid or
unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall
not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision
that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this
Agreement.


 


4.6 Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined pursuant to the Governing Law provision of the Original
Warrant.


 


4.7 Entire Agreement. This Agreement, the New Warrant and the Original Warrant
contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements
and understandings, oral or written, with respect to such matters.


 


4.8 Construction. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language
used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules
of strict construction will be applied against any party.


 


4.9 Fees and Expenses. Except as expressly set forth herein, each party shall
pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by
such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall
pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Warrant
Shares.


 


[Signature
Page Follows.]


 




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IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its authorized officer as of the date first
indicated above.


 


	 	ONCOCYTE CORPORATION
	 	 	 
	 	By	
	 	Name	William
    Annett
	 	Title:	President
    and Chief Executive Officer


 








[Signature
Page to Warrant Exercise Agreement of OncoCyte Corporation]



 






    	 	 	 



    	 



    

 














IN
WITNESS WHEREOF, the Holder has caused this Agreement to be duly executed by its authorized signatory as of the date first indicated
above.


 





	 

                                                                                                  Name
                                         of Holder:

                                                                                                   

                                                                                
	 
	

                                                                                 

                                                                                Signature
                                         of Authorized Signatory of Holder:

                                                                                 
	 
	 

                                                                                                                                                          Name
                                         of Authorized Signatory:

                                                                                 
	 
	 

                                                                                                                                                          Title
                                         of Authorized Signatory:

                                                                                 
	 
	 

                                                                                                                                                          Email
                                         Address of Holder:

                                                                                 
	 
	 

                                                                                                                                                          Number
                                         of Original Warrants Shares held:

                                                                                 
	 
	 

                                                                                                                                                          Number
                                         of Exercised Shares:

                                                                                 
	 
	 

                                                                                                                                                          Aggregate
                                         Exercise Price (Number of Exercised Shares x $3.25/share):

                                                                                 
	 
	 

                                                                                                                                                          Balance
                                         of Original Warrant Shares:

                                                                                 
	 
	 

                                                                                                                                                          Number
                                         of New Warrant Shares (Number of Exercised Shares x 50%):

                                                                                 
	 
	 

                                                                                                                                                          Exercise
                                         Price per New Warrant Share:

                                                                                 
	 
	 

                                                                                                                                                          Holder’s
                                         Physical Address for Delivery of New Warrant and Exercised Shares:

                                                                                 
	 








 








[Signature
Page to Warrant Exercise Agreement of OncoCyte Corporation]




 










    	 	 	 



    	 



    




 


EXHIBIT
A


 


FORM
OF NEW WARRANT