AMENDEMENT OF REGISTRATION RIGHTS AGREEMENT

This Amendment of Registration Rights Agreement (“Agreement”) is entered into as of August 23, 2011 by and between OncoCyte Corporation, a California corporation (the “Company”), and the undersigned Holders.

WHERAS, the Company has previously entered into a Registration Rights Agreement, during September 2009 (the “Agreement”) pursuant to which the Company has agreed to register for sale under the Act up to 6,000,000 shares of common stock of the Company issued to certain Holders; and

WHEREAS, the Company and Holders have entered into a Stock Purchase Agreement, of even date, under which the Company is issuing and selling to holders an additional 10,000,000 shares of Company common stock:

NOW, THEREFORE, the parties agree that the Agreement is amended as follows:

1. Certain Definitions.

(a) The definition of Shares is amended to read as follows:

“Shares” means up to 16,000,000 shares of common stock, no par value, of the Company issued by the Company pursuant to a Stock Purchase Agreement.

(b) The definition of Stock Purchase Agreement is amended to read as follows:

“Stock Purchase Agreement” means (i) a Stock Purchase Agreement, dated September 2009, pursuant to which the Company agreed to issue and sell up to an aggregate of 6,000,000 Shares to certain Holders, (ii) a Stock Purchase Agreement, of even date, pursuant to which the Company agreed to issue and sell up to an aggregate of 3,000,000 Shares to George Karfunkel; and (iii) a Stock Purchase Agreement, dated August 2011, pursuant to which the Company agreed to issue and sell up to an aggregate of 7,000,000 Shares to BioTime, Inc.

2. Other Provisions. Except as amended by the foregoing amendments, the terms of the Agreement shall remain in full force and effect. Capitalized terms not otherwise defined herein have the meaning ascribed in the Agreement.

3. Agreement to be Bound. By executing this Amendment, BioTime, Inc. agrees to be bound by the terms of the Agreement, as amended hereby.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

THE COMPANY:

ONCOCYTE CORPORATION

By	/s/Robert W. Peabody
	Robert Peabody,
	Senior Vice President and
	Chief Operating Officer

HOLDERS:

/s/George Karfunkel
George Karfunkel

Address for Notice:

1671 52^nd Street

Brooklyn, NY 11204

BioTime, Inc.

By	/s/Robert W. Peabody
	Robert Peabody,
	Senior Vice President and
	Chief Operating Officer

Address for Notice:

1301 Harbor Bay Parkway, Suite 100

Alameda, California 94502

Attention: Robert W. Peabody, Chief Financial Officer