Exhibit
10.3


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (“Agreement”) is made as of May 15, 2020 by and between AgeX Therapeutics, Inc. (the “Company”),
a Delaware corporation, and Andrea Park (“Executive”). In consideration of the terms and conditions set forth
in this Agreement, the parties hereto agree as follows:


 


1.       Engagement;
Position and Duties


 


(a)       Position
and Duties. The Company agrees to employ Executive in the position of Chief Financial Officer, and Executive accepts such
employment. Executive shall perform the duties and functions that are normally carried out by a Chief Financial Officer of a developer
of drug and cell therapy products and technologies of a size comparable to the Company that has a class equity securities registered
under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as the Board
of Directors of the Company (the “Board of Directors”) shall from time to time reasonably determine. Without
limiting the generality of the immediately preceding sentence, Executive’s duties and functions include, but are not limited
to, the duties and functions set forth in Exhibit A. Executive shall report to the Company’s Chief Executive
officer and the Board of Directors. Executive shall devote her best efforts, skills and abilities, on a full-time basis, exclusively
to the Company’s business. Executive covenants and agrees that she will faithfully adhere to and fulfill such reasonable
policies as are established from time to time by the Board of Directors or the Company (“Policies”).


 


(b)       No
Conflicting Obligations. Executive represents and warrants to Company that Executive is under no obligations or commitments,
whether contractual or otherwise, that are inconsistent with Executive’s obligations under this Agreement or that would
prohibit Executive, contractually or otherwise, from performing Executive’s duties as under this Agreement and the Policies.


 


(c)       Performance
of Services for Related Companies. In addition to the performance of services for the Company, Executive shall, to the extent
so required by the Company, also perform services for one or more members of a consolidated group of which the Company is a part
(“Related Company”), provided that such services are consistent with the kind of services Executive performs
or may be required to perform for the Company under this Agreement. If Executive performs any services for any Related Company,
Executive shall not be entitled to receive any compensation or remuneration in addition to or in lieu of the compensation and
remuneration provided under this Agreement on account of such services for the Related Company. The Policies will govern Executive’s
employment by the Company and any Related Companies for which Executive is asked to provide Services. In addition, Executive covenants
and agrees that Executive will faithfully adhere to and fulfill such additional policies as may established from time to time
by the board of directors of any Related Company for which Executive performs services, to the extent that such policies and procedures
differ from or are in addition to the Policies adopted by the Company.


 


(d)       No
Unauthorized Use of Third Party Intellectual Property. Executive represents and warrants to Company that Executive will not
use or disclose, in connection with Executive’s employment by Company or any Related Company, any patents, trade secrets,
confidential information, or other proprietary information or intellectual property as to which any other person has any right,
title or interest, except to the extent that Company or a Related Company holds a valid license or other written permission for
such use from the owner(s) thereof. Executive represents and warrants to Company that Executive has returned all property and
confidential information belonging to any prior employer, other than her current consulting clients.


 




    	AgeX Therapeutics, Inc.
CFO Employment Agreement
	1



    	 



    

 





2.       Compensation


 


(a)       Salary.
During the term of this Agreement, Company shall pay to the Executive a salary of $265,000 per year (“Base Salary”).
Executive’s salary shall be paid in equal semi-monthly installments, consistent with Company’s regular salary payment
practices. Executive’s salary may be increased from time-to-time by Company, in Company’s sole and absolute discretion,
without affecting this Agreement.


 


(b)       Annual
Bonus. Executive may be eligible for an annual bonus, as may be approved by the Board of Directors, in its discretion, based
on Executive’s performance and achievement of goals or milestones set by the Board of Directors from time to time. Executive’s
target annual bonus shall equal forty percent (40%) of Base Salary. Executive agrees that the Board of Directors may follow the
recommendations of its Compensation Committee in determining whether to award a bonus or to establish performance goals or milestones.
The Board of Directors may also elect delegate the determination of an award bonus or the establishment of performance goals or
milestones to the Compensation Committee. Executive agrees that the Board of Directors and the Company are not obligated to adopt
any bonus plan, to maintain in effect any bonus plan that may now be in effect or that may be adopted during the term of Executive’s
employment, or to pay Executive a bonus unless (i) a bonus is earned under the terms and conditions of any bonus plan adopted
by the Company or (ii) Executive attains the bonus performance goals established by the Board of Directors or its Compensation
Committee. Unless otherwise provided in a bonus plan or award, a bonus shall not be earned until paid and shall not be paid unless
Executive remains an employee of the Company on the date of payment.


 


(c)       Expense
Reimbursements. Company shall reimburse Executive for reasonable travel and other business expenses (but not expenses of commuting
to her primary workplace) incurred by Executive in the performance of Executive’s duties under this Agreement, subject to
the Company’s Policies and procedures in effect from time to time, and provided that Executive submits supporting vouchers.


 


(d)       Benefit
Plans. Executive shall be eligible (to the extent Executive qualifies) to participate in certain retirement, pension, life,
health, accident and disability insurance, equity incentive plan or other similar employee benefit plans which may be adopted
by Company for its executive officers or other employees. Company has the right, at any time and without any amendment of this
Agreement, and without prior notice to or consent from Executive, to adopt, amend, change, or terminate any such benefit plans
that may now be in effect or that may be adopted in the future, in each case without any further financial obligation to Executive;
provided that such unilateral change does apply to Executive in a manner different than other Company executives or employees
of a comparable executive level, except for changes required by applicable federal, state, or local law, or implemented in response
to any change of federal, state or local law or regulation Any benefits to which Executive may be entitled under any benefit plan
shall be governed by the terms and conditions of the applicable benefit plan, and any related plan documents, as in effect from
time to time.


 


(e)       Stock
Options. As soon as practicable on or after the date of this Agreement, the Company will grant Executive an option to purchase
300,000 of the Company’s shares of common stock, par value $0.0001 per share (the “Option”).



 




    	AgeX Therapeutics, Inc.
CFO Employment Agreement
	2



    	 



    

 





(i)       The
exercise price of the Option will be the fair market value of the Company’s common shares on the date of the grant, as determined
by the Board of Directors. The Option will be in addition to any existing stock options previously granted to the Executive. The
Option will vest (and thereby become exercisable) as follows: one quarter of the options shall vest upon completion of 12 full
months of continuous employment of the Executive by the Company measured from the effective date of grant, and the balance of
the options shall vest in 36 equal monthly installments commencing on the first anniversary of the effective date of grant, based
upon the completion of each month of continuous employment of the Executive by the Company. The unvested portion of the Option
shall not be exercisable. The Option will not be transferable by the Executive during her lifetime, except as provided in the
Stock Option Agreement consistent with the Company’s Equity Incentive Plan (the “Plan”).


 


(ii)       The
vested portion of the Option shall expire on the earliest of (A) ten (10) years from the date of the grant, (B) three months after
Executive ceases to provide continuous service to the Company as an employee or consultant for any reason other than Executive’s
death or Disability (as defined below), or (C) one year after Executive ceases to be a service provider to the Company due to
her death or Disability; provided that if Executive dies during the three month period described in clause (B) of this Section
2(e)(ii), the expiration date of the vested portion of the Option shall be one year after the date of her death.


 


(iii)       The
Option will be subjected to the terms and conditions of the Plan and a Stock Option Agreement consistent with the Plan.


 


(iv)       On
an annual basis, the Board of Directors shall determine whether to grant Executive additional options under the Plan. If granted,
such additional options shall be subject to terms and conditions determined by the Board of Directors; provided, however, that
additional options shall vest monthly over forty-eight months starting at the grant date.


 


(f)       Vacation;
Sick Leave. Executive shall be entitled to 25 paid time off days per year (accrued on a biweekly pay period basis and capped
at 1.5 times the yearly accrual), 24 hours of annual sick leave, without reduction in compensation, during each calendar year,
or as may be provided by the Policies. Executive’s vacation shall be taken at such time as is consistent with the needs
and Policies of Company. All vacation days and sick leave days shall accrue annually based upon days of service. Executive’s
right to leave from work due to illness is subject to the Policies and the provisions of this Agreement governing termination
due to disability, sickness or illness. The Policies governing the disposition of unused sick leave days remaining at the end
of Company’s fiscal year shall govern whether unused sick leave days will be paid, lost, or carried over into subsequent
fiscal years.


 


3.       Competitive
Activities. During the term of Executive’s employment, and for twenty-four months thereafter, Executive shall not, for
Executive or any third party, directly or indirectly, solicit for employment or recommend for employment any person employed by
Company or any Related Company. During the term of Executive’s employment, Executive shall not, directly or indirectly as
an employee, contractor, officer, director, member, partner, agent, or equity owner, engage in any activity or business that competes
or could reasonably be expected to compete with the business of Company or any Related Company. Executive acknowledges that there
is a substantial likelihood that the activities described in this Section would (a) involve the unauthorized use or disclosure
of Company’s or a Related Company’s Confidential Information and that use or disclosure would be extremely difficult
to detect, and (b) result in substantial competitive harm to the business of Company or a Related Company. Executive has accepted
the limitations of this Section as a reasonably practicable and unrestrictive means of preventing such use or disclosure of Confidential
Information and preventing such competitive harm.


 




    	AgeX Therapeutics, Inc.
CFO Employment Agreement
	3



    	 



    

 





4.       Inventions/Intellectual
Property/Confidential Information. Executive acknowledges the execution and delivery to Company of an Executive Confidential
Information and Inventions Assignment Agreement (the “Confidentiality and IP Agreement”), attached hereto as
Exhibit B.


 


5.       Termination
of Employment. Executive understands and agrees that Executive’s employment has no specific term. This Agreement,
and the employment relationship, are “at will” and may be terminated by Executive or by the Company (and the
employment of Executive by any Related Company by be terminated by the Related Company) with or without cause at any time by notice
given orally or in writing. Except as otherwise agreed in writing or as otherwise provided in this Agreement, upon termination
of Executive’s employment, the Company and the Related Companies shall have no further obligation to Executive by way of
compensation or otherwise as expressly provided in this Agreement or in any separate agreement that might then exist between Executive
and a Related Company.


 


(a)       Payments
Due Upon Termination of Employment. Upon termination of Executive’s employment with the Company and all Related Companies
at any time and for any reason, in the event of the termination of Executive’s employment by Company for Cause, or termination
of Executive’s employment as a result of death, Disability, or resignation, Executive will be entitled to receive only the
severance benefits set forth below, but Executive will not be entitled to any other compensation, award, or damages with respect
to Executive’s employment or termination of employment.


 


(i)       Termination
for Cause, Death, Disability, or Resignation, Other than for Good Reason. In the event of the termination of Executive’s
employment by the Company for Cause, or termination of Executive’s employment as a result of death, Disability, or resignation,
other than for Good Reason, Executive will be entitled to receive payment for all accrued but unpaid salary actually earned prior
to or as of the date of termination of Executive’s employment, and vacation or paid time off accrued as of the date of termination
of Executive’s employment. Executive will not be entitled to any cash severance benefits or additional vesting of any stock
options or other equity or cash awards.


 


(ii)       Termination
Without Cause or by Executive for Good Reason. In the event of termination of Executive’s employment by the Company
without Cause, Executive will be entitled to (A) the benefits set forth in Section 5(a)(i); (B) payment in an amount equal to:
(1) three months’ base salary if terminated within the first 12 months of employment, or (2) nine months’ base salary
if terminated after 12 months of employment, either of which may be paid in a lump sum or, at the election of the Company, in
installments consistent with the payment of Executive’s salary while employed by the Company, subject to such payroll deductions
and withholdings as are required by law; (C) payment in full of the prorated target bonus due for the year in which Executive
was terminated without Cause or by Executive for Good reason, subject to such payroll deductions and withholdings as are required
by law; and (D) payment, for a period of six (6) months, of any health insurance benefits that Executive was receiving at the
time of termination of Executive’s employment under a Company employee health insurance plan subject to COBRA, (E) all outstanding
equity grants held by Executive shall automatically vest as to the number unvested shares that would otherwise have vested during
the twelve months following termination; and (F) with respect to any outstanding vested but unexercised stock option grants, the
post-termination exercise period shall be extended to the earlier of the date twelve (12) months after termination or the expiration
date of the stock option. This Section 5(a)(ii) shall not apply to (x) termination of Executive’s employment by a Related
Company if Executive remains employed by the Company, or (y) termination of Executive’s employment by the Company if Executive
remains employed by a Related Company.


 


(iii)       Change
of Control. In the event the Company (or any successor in interest to the Company that has assumed the Company’s obligation
under this Agreement) terminates Executive’s employment without Cause (as defined below) or Executive resigns for Good Reason
(as defined below) within twelve (12) months following a Change in Control, Executive will be entitled to (A) the benefits set
forth in Section 5(a)(i) and 5(a)(ii), and (B) accelerated vesting of hundred percent (100%) of any then unvested stock options
and restricted stock units as may have been granted to Executive by Company. This Section 5(a)(iii) shall not apply to (x) termination
of Executive’s employment by a Related Company if Executive remains employed by the Company or a successor in interest,
or (y) termination of Executive’s employment by the Company or a successor in interest if Executive remains employed by
a Related Company.



 




    	AgeX Therapeutics, Inc.
CFO Employment Agreement
	4



    	 



    

 





(b)       Release.
Any other provision of this Agreement notwithstanding, Sections 5(a)(ii) and 5(a)(iii) shall not apply unless the Executive
(i) has executed a general release of all claims against the Company or its successor in interest and the Related Companies (in
a form prescribed by the Company or its successor in interest), (ii) has returned all property in the Executive’s possession
belonging the Company or its successor in interest and any Related Companies, and (iii) if serving as a director of the Company
or any Related Company, has tendered her written resignation as a director as provided in Section 7.


 


(c)       Section
280G of the Code


 


(i)       Notwithstanding
anything in this Agreement to the contrary, if any payment, distribution, or other benefit provided by the Company to or for the
benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise
(collectively, the “Payments”), (x) constitute a “parachute payment” within the meaning of Section
280G of the Code, and (y) but for this Section 5(c) would be subject to the excise tax imposed by Section 4999 of the Code or
any similar or successor provision thereto (the “Excise Tax”), then the Payments shall be either: (A) delivered
in full pursuant to the terms of this Agreement, or (B) delivered to such lesser extent as would result in no portion of the payment
being subject to the Excise Tax.


 


(ii)       The
determination of whether Section 5(c)(i)(A) or Section 5(c)(i)(B) shall be given effect shall be made by the Company on the basis
of which of such clauses results in the receipt by Executive of the greater Net After-Tax Receipt (as defined herein) of the aggregate
Payments. The term “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Section
280G of the Code) of the payments net of all applicable federal, state and local income, employment, and other applicable taxes
and the Excise Tax.


 


(iii)       If
Section 5(c)(i)(B) is given effect, the reduction shall be accomplished in accordance with Section 409A of the Code and the following:
first by reducing, on a pro rata basis, cash Payments that are exempt from Section 409A of the Code; second by reducing, on a
pro rata basis, other cash Payments; and third by forfeiting any equity-based awards that vest and become payable, starting with
the most recent equity-based awards that vest, to the extent necessary to accomplish such reduction.



 




    	AgeX Therapeutics, Inc.
CFO Employment Agreement
	5



    	 



    

 





(iv)       Unless
the Company and Executive otherwise agree in writing, any determination required under this Section 5(c) shall be made by the
Company’s independent accountants or compensation consultants (the “Third Party”), and all such determinations
shall be conclusive, final and binding on the parties hereto. The Company and Executive shall furnish to the Third Party such
information and documents as the Third Party may reasonably request in order to make a determination under this Section 5(c).
The Company shall bear all fees and costs of the Third Party with respect to all determinations under or contemplated by this
Section 5(c).


 


(d)       Definitions.
For purposes of this Section, the following definitions shall apply:


 


(i)       “Affiliated
Group” means (A) a Person and one or more other Persons in control of, controlled by, or under common control with such
Person; and (B) two or more Persons who, by written agreement among them, act in conceit to acquire Voting Securities entitling
them to elect a majority of the directors of Company.


 


(ii)       “Cause”
means a termination of Executive’s employment because Executive (a) has refused to perform the explicitly stated or reasonably
assigned lawful and material duties required by Executive’s position (other than by reason of a disability or analogous
condition); (b) has committed or engaged in a material act of theft, embezzlement, dishonesty or fraud, a breach of confidentiality,
an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; (c)
has breached a material fiduciary duty, or willfully and materially violated any other duty, law, rule, or regulation relating
to the performance of Executive’s duties to the Company or material policy of the Company or its successor; (d) has been
convicted of, or pled guilty or nolo contendere to, misdemeanor involving moral turpitude or a felony; (e) has willfully and materially
breached any of the provisions of any agreement with the Company or its successor which causes material injury to the Company;
(f) has willfully engaged in unfair competition with, or otherwise acted intentionally in a manner materially injurious to the
reputation, business or assets of, the Company or its successor; or (g) has improperly induced a vendor or customer to break or
terminate any material contract with the Company or its successor or induced a principal for whom the Company or its successor
acts as agent to terminate such agency relationship. Cause shall only exist if the Company first provides Executive with written
notice of any claimed ground for Cause and an opportunity to cure such ground, if curable, for thirty (30) days. For purposes
of this Agreement, no act or failure to act on Executive’s part will be considered willful unless it is done, or omitted
to be done, by Executive intentionally, not in good faith and without reasonable belief that the action or omission was in the
best interest of the Company.


 


(iii)       “Change
of Control” means (A) the acquisition of Voting Securities of Company by a Person or an Affiliated Group entitling the
holder thereof to elect a majority of the directors of Company; provided, that an increase in the amount of Voting Securities
held by a Person or Affiliated Group who on the date of this Agreement beneficially owned (as defined in Section 13(d) of the
Exchange Act, as amended, and the regulations thereunder) more than 10% of the Voting Securities shall not constitute a Change
of Control; and provided, further, that an acquisition of Voting Securities by one or more Persons acting as an underwriter in
connection with a sale or distribution of such Voting Securities shall not constitute a Change of Control under this clause (A);
(B) the sale of all or substantially all of the assets of Company; or (C) a merger or consolidation of Company with or into another
corporation or entity in which the stockholders of Company immediately before such merger or consolidation do not own, in the
aggregate, Voting Securities of the surviving corporation or entity (or the ultimate parent of the surviving corporation or entity)
entitling them, in the aggregate (and without regard to whether they constitute an Affiliated Group) to elect a majority of the
directors or persons holding similar powers of the surviving corporation or entity (or the ultimate parent of the surviving corporation
or entity); provided, however, that in no event shall any transaction described in clauses (A), (B) or (C) be a Change of Control
if all of the Persons acquiring Voting Securities or assets of Company or merging or consolidating with Company are one or more
Related Companies.


 




    	AgeX Therapeutics, Inc.
CFO Employment Agreement
	6



    	 



    

 





(iv)       “Disability”
means Executive’s inability to perform the essential functions of Executive’s job responsibilities for a period of
one hundred eighty (180) days in the aggregate in any twelve (12) month period.


 


(v)       “Good
Reason” means the occurrence of any of the following events or circumstances without Executive’s written consent:
(i) a material diminution in Executive’s base compensation; (ii) a material diminution in Executive’s authority, duties
or responsibility; (iii) a material change in the principal geographic location at which Executive must perform services; (iv)
any requirement that Executive engage in any illegal conduct; or (v) a material breach by the Company of this Agreement or any
other material written agreement between Executive and the Company


 


(vi)       “Person”
means any natural person or any corporation, partnership, limited liability company, trust, unincorporated business association,
or other entity.


 


(vii)       “Voting
Securities” means shares of capital stock or other equity securities entitling the holder thereof to regularly vote
for the election of directors (or for person performing a similar function if the issuer is not a corporation), but does not include
the power to vote upon the happening of some condition or event which has not yet occurred.


 


6.       Turnover
of Property and Documents on Termination. Executive agrees that on or before termination of Executive’s employment,
Executive will return to Company and all Related Companies all equipment and other property belonging to Company and the Related
Companies, and all originals and copies of confidential information (in any and all media and formats, and including any document
or other item containing confidential information) in Executive’s possession or control, and all of the following (in any
and all media and formats, and whether or not constituting or containing confidential information) in Executive’s possession
or control: (a) lists and sources of customers; (b) proposals or drafts of proposals for any research grant, research or development
project or program, marketing plan, licensing arrangement, or other arrangement with any third party; (c) reports, notations of
the Executive, laboratory notes, specifications, and drawings pertaining to the research, development, products, patents, and
technology of Company and any Related Companies; (d) any and all intellectual property developed by Executive during the course
of employment; and (e) the manual and memoranda related to the Policies. To the extent there is a conflict between this Section
6 and the Confidentiality and IP Agreement executed by the Executive, the Confidentiality and IP Agreement provision controls.


 


7.       Resignation
as a Director on Termination of Employment. If Executive’s employment by Company is terminated for any reason or for
no reason, whether by way of resignation, Disability, or termination by Company with or without Cause, and if Executive is then
a member of the Board of Directors of Company or any Related Company, Executive shall within two business days after such termination
of employment resign from the Board of Directors of Company and from the board of directors of each and every Related Company,
by delivering to Company (and each Related Company, as applicable) a letter or other written communication addressed to the Board
of Directors of Company (and each Related Company, as applicable) stating that Executive is resigning from the Board of Directors
of Company (and each Related Company, as applicable) effective immediately. A business day shall be any day other than a Saturday,
Sunday, or federal holiday on which federal offices are closed.


 




    	AgeX Therapeutics, Inc.
CFO Employment Agreement
	7



    	 



    

 





8.       Arbitration.
Except for injunctive proceedings against unauthorized disclosure of confidential information, any and all claims or controversies
between Company or any Related Company and Executive, including but not limited to (a) those involving the construction or application
of any of the terms, provisions, or conditions of this Agreement or the Policies; (b) all contract or tort claims of any kind;
and ( c) any claim based on any federal, state, or local law, statute, regulation, or ordinance, including claims for unlawful
discrimination or harassment, shall be settled by arbitration in accordance with either (i) the then current Employment Dispute
Resolution Rules of the American Arbitration Association, or (ii) the then current Employment Arbitration Rules and Procedures
of the Judicial Arbitration and Mediation Service (JAMS) if the Company or Related Company and Executive agree to have the arbitration
proceeding conducted by JAMS. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction
over Company and Executive. The location of the arbitration shall be San Francisco, California. Unless Company or a Related Company
and Executive mutually agree otherwise, the arbitrator shall be a retired judge selected from a panel provided by the American
Arbitration Association, or by JAMS if the arbitration is conducted by JAMS. Company, or a Related Company, if the Related Company
is a party to the arbitration proceeding, shall pay the arbitrator’s fees and costs. Executive shall pay for Executive’s
own costs and attorneys’ fees, if any. Company and any Related Company that is a party to an arbitration proceeding shall
pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim which affords the
prevailing party attorneys’ fees, the arbitrator may award reasonable attorneys’ fees and costs to the prevailing
party.


 


EXECUTIVE
UNDERSTANDS AND AGREES THAT THIS AGREEMENT TO ARBITRATE CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A TRIAL BY JURY OF
ANY MATTERS COVERED BY THIS AGREEMENT TO ARBITRATE.


 


9.       Severability.
In the event that any of the provisions of this Agreement or the Policies shall be held to be invalid or unenforceable in
whole or in part, those provisions to the extent enforceable and all other provisions shall nevertheless continue to be valid
and enforceable as though the invalid or unenforceable parts had not been included in this Agreement or the Policies. In the event
that any provision relating to a time period of restriction shall be declared by a court of competent jurisdiction to exceed the
maximum time period such court deems reasonable and enforceable, then the time period of restriction deemed reasonable and enforceable
by the court shall become and shall thereafter be the maximum time period.


 


10.       Agreement
Read and Understood. Executive acknowledges that Executive has carefully read the terms of this Agreement, that Executive
has had an opportunity to consult with an attorney or other representative of Executive’s own choosing regarding this Agreement,
that Executive understands the terms of this Agreement and that Executive is entering this Agreement of Executive’s own
free will.


 


11.       Complete
Agreement, Modification. This Agreement is the complete agreement between Executive and Company on the subjects contained
in this Agreement. This Agreement supersedes and replaces all previous correspondence, promises, representations, and agreements,
if any, either written or oral with respect to Executive’s employment by Company or any Related Company and any matter covered
by this Agreement. No provision of this Agreement may be modified, amended, or waived except by a written document signed both
by Company and Executive.


 


12.       Governing
Law. This Agreement shall be construed and enforced according to the laws of the State of California.



 





13.       Assignability.
This Agreement, and the rights and obligations of Executive and Company under this Agreement, may not be assigned by Executive.
Company may assign any of its rights and obligations under this Agreement to any successor or surviving corporation, limited liability
company, or other entity resulting from a merger, consolidation, sale of assets, sale of stock, sale of membership interests,
or other reorganization, upon condition that the assignee shall assume, either expressly or by operation of law, all of Company’s
obligations under this Agreement.


 


14.       Survival.
This Section 14 and the covenants and agreements contained in Sections 4, 6, and 8 of this Agreement shall survive termination
of this Agreement and Executive’s employment.


 


15.       Notices.
Any notices or other communication required or permitted to be given under this Agreement shall be in writing and shall be
mailed by certified mail, return receipt requested, or sent by next business day air courier service, or personally delivered
to the party to whom it is to be given at the address of such party set forth on the signature page of this Agreement (or to such
other address as the party shall have furnished in writing in accordance with the provisions of this Section 15).


 


[Signature
page follows.]


 




    	AgeX Therapeutics, Inc.
CFO Employment Agreement
	8



    	 



    

 





IN
WITNESS WHEREOF, Executive and the Company have executed this Agreement on the day and year first above written.


 


	EXECUTIVE:
	 	 	 
	 	/s/
    Andrea Park	 
	 	Andrea
    Park	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	AGEX:	 	 
	 	 	 
	AgeX
    Therapeutics, Inc.	 
	 	 	 
	By:	/s/
    Michael D. West	 
	 	Michael
    D. West	 
	Title:	Chief
    Executive Officer	 
	Address:	965
    Atlantic Avenue, Suite 101	 
	 	Alameda,
    California 94501	 


 




    	Signature Page
AgeX Therapeutics, Inc.
CFO Employment Agreement




    	 



    

 





Exhibit
A


 


DUTIES


 


Executive’s
duties and functions shall include but not be limited to the following:


 


		●	As
                                         the senior financial and accounting officer of the Company, Executive will provide business
                                         strategy and leadership in key financial areas, including advising the Board of Directors,
                                         and actively participating in the planning, decision-making and execution of the Company’s
                                         financial and strategic plans.



 


		●	Executive
                                         will have responsibility for compliance with all reporting obligations of a public corporation
                                         under the Exchange Act and the Company’s disclosure obligations under the Securities
                                         Act of 1933, as amended.



 


		●	Provide
                                         overall leadership, financial strategy and proactive direction to the Company’s
                                         financial organization, and recruit and develop financial talent as required.



 


		●	Provide
                                         advice and counsel on all financial or accounting matters to the Chief Executive Officer
                                         and the Board of Directors.



 


		●	Contribute
                                         to the strategic direction of the Company and collaborate with other senior management
                                         and the Board of Directors to refine and implement The Company’s strategic plan.



 


		●	In
                                         collaboration with the Chief Executive Officer be responsible for ensuring that the Company
                                         has adequate capital to execute its strategic and business plans, creating financing
                                         plans, and executing equity and debt transactions as approved by the Board of Directors.



 


		●	Participate
                                         in investor relations function with the Chief Executive Officer, including providing
                                         information to institutional investors, analysts and shareholders.



 


		●	Participate
                                         actively in Board of Directors and Audit Committee meetings; provide advice and counsel
                                         on matters pertaining to governance and corporate compliance.



 


		●	Manage
                                         key relationships and serve as the Company’s principal contact with external auditors
                                         and tax advisors.



 




    	 



     


    

 





Exhibit
B


 


EXECUTIVE
CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT


 


In
consideration of my employment or continued employment by AgeX Therapeutics, Inc.,
its subsidiaries, parents, affiliates, successors and assigns (together “Company”), and the compensation
paid to me now and during my employment with Company, I, Andrea Park, hereby enter into this Executive Confidential Information
and Invention Assignment Agreement (the “Agreement”) and agree as follows:


 


1.       Confidential
Information Protections.


 


1.1       Recognition
of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment by Company creates a relationship
of confidence and trust with respect to Company’s Confidential Information (as defined below) and that Company has a protectable
interest therein. At all times during and after my employment, I will hold in confidence and will not disclose, use, lecture upon,
or publish any of Company’s Confidential Information, except as such disclosure, use or publication may be required in connection
with my work for Company, or unless an officer of Company expressly authorizes such disclosure. I will obtain Company’s
written approval before publishing or submitting for publication any material (written, oral, or otherwise) that discloses and/or
incorporates any Confidential Information. I hereby assign to Company any rights I may have or acquire in such Confidential Information
and recognize that all Confidential Information shall be the sole and exclusive property of Company and its assigns. I will take
all reasonable precautions to prevent the inadvertent accidental disclosure of Confidential Information. Notwithstanding the foregoing,
pursuant to 18 U.S.C. Section 1833(b), I shall not be held criminally or civilly liable under any Federal or State trade secret
law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either
directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law;
or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.


 


1.2       Confidential
Information. The term “Confidential Information” shall mean any and all confidential knowledge,
data or information of Company. By way of illustration but not limitation, “Confidential Information”
includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, software in source or object code, data, programs,
other works of authorship, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary
technology and all Intellectual Property Rights (as defined below) therein (collectively, “Inventions”);
(b) information regarding research, development, new products, marketing and selling, business plans, budgets and unpublished
financial statements, licenses, prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting procedures,
methods of obtaining business, forecasts, future plans and potential strategies, financial projections and business strategies,
operational plans, financing and capital-raising plans, activities and agreements, internal services and operational manuals,
methods of conducting Company business, suppliers and supplier information, and purchasing; (c) information regarding customers
and potential customers of Company, including customer lists, names, representatives, their needs or desires with respect to the
types of products or services offered by Company, proposals, bids, contracts and their contents and parties, the type and quantity
of products and services provided or sought to be provided to customers and potential customers of Company and other non-public
information relating to customers and potential customers; (d) information regarding any of Company’s business partners
and their services, including names, representatives, proposals, bids, contracts and their contents and parties, the type and
quantity of products and services received by Company, and other non-public information relating to business partners; (e) information
regarding personnel, employee lists, compensation, and employee skills; and (f) any other non-public information which a competitor
of Company could use to the competitive disadvantage of Company. Notwithstanding the foregoing, it is understood that, at all
such times, I am free to use information which was known to me prior to my employment with Company or which is generally known
in the trade or industry through no breach of this Agreement or other act or omission by me, and I am free to discuss the terms
and conditions of my employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act.


 


1.3       Third
Party Information. I understand, in addition, that Company has received and in the future will receive from third parties
their confidential and/or proprietary knowledge, data or information (“Third Party Information”) subject
to a duty on Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.
During the term of my employment and thereafter, I will hold Third Party Information in confidence and will not disclose to anyone
(other than Company personnel who need to know such information in connection with their work for Company) or use, except in connection
with my work for Company, Third Party Information or unless expressly authorized by an officer of Company in writing.


 










    	Executive Confidential Information and Inventions Assignment Agreement
Andrea Park
Page 1




     


    

 





1.4       Term
of Nondisclosure Restrictions. I understand that Confidential Information and Third Party Information is never to be used
or disclosed by me, as provided in this Section 1. If a temporal limitation on my obligation not to use or disclose such information
is required under applicable law, and the Agreement or its restriction(s) cannot otherwise be enforced, I agree and Company agrees
that the two-year period after the date my employment ends will be the temporal limitation relevant to the contested restriction;
provided, however, that this sentence will not apply to trade secrets protected without temporal limitation under
applicable law.


 


1.5       No
Improper Use of Information of Prior Employers and Others. During my employment by Company, I will not improperly use or disclose
confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of
confidentiality, and I will not bring onto the premises of Company any unpublished documents or any property belonging to any
former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former
employer or person.


 


2.       Assignments
of Inventions.


 


2.1       Definitions.
As used in this Agreement, the term “Intellectual Property Rights” means all trade secrets, Copyrights,
trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country;
the term “Copyright” means the exclusive legal right to reproduce, perform, display, distribute and
make derivative works of a work of authorship (as a literary, musical, or artistic work) recognized by the laws of any jurisdiction
or country; and the term “Moral Rights” means all paternity, integrity, disclosure, withdrawal, special
and any other similar rights recognized by the laws of any jurisdiction or country.


 


2.2       Excluded
Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any,
(a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by
Company, (b) that may relate to Company’s business or actual or demonstrably anticipated research or development, and (c)
that are not to be assigned to Company (“Excluded Inventions”). If no such list is attached, I represent
and agree that it is because I have no Excluded Inventions. For purposes of this Agreement, “Other Inventions”
means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafter, other than Company
Inventions (as defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other
Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product or service
of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required
for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company in writing.
Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company,
in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid
and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce,
make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later
developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Excluded
Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent
and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated
above.


 


2.3       Assignment
of Company Inventions. Inventions assigned to Company or to a third party as directed by Company pursuant to Section 2.6 are
referred to in this Agreement as “Company Inventions.” Subject to Section 2.4 and except for Excluded
Inventions set forth in Exhibit A and Other Inventions, I hereby assign to Company all my right, title, and interest in
and to any and all Inventions (and all Intellectual Property Rights with respect thereto) made, conceived, reduced to practice,
or learned by me, either alone or with others, during the period of my employment by Company. To the extent required by applicable
Copyright laws, I agree to assign in the future (when any copyrightable Inventions are first fixed in a tangible medium of expression)
my Copyright rights in and to such Inventions. Any assignment of Company Inventions (and all Intellectual Property Rights with
respect thereto) hereunder includes an assignment of all Moral Rights. To the extent such Moral Rights cannot be assigned to Company
and to the extent the following is allowed by the laws in any country where Moral Rights exist, I hereby unconditionally and irrevocably
waive the enforcement of such Moral Rights, and all claims and causes of action of any kind against Company or related to Company’s
customers, with respect to such rights. I further acknowledge and agree that neither my successors-in-interest nor legal heirs
retain any Moral Rights in any Company Inventions (and any Intellectual Property Rights with respect thereto).


 


2.4       Unassigned
or Nonassignable Inventions. I recognize that this Agreement will not be deemed to require assignment of any Invention that
is covered under California Labor Code section 2870(a) (the “Specific Inventions Law”) except for those
Inventions that are covered by a contract between Company and the United States or any of its agencies that require full title
to such patent or Invention to be in the United States.


 




    	Executive Confidential Information and Inventions Assignment Agreement
Andrea Park
Page 2




     


    

 





2.5       Obligation
to Keep Company Informed. During the period of my employment, I will promptly and fully disclose to Company in writing all
Inventions authored, conceived, or reduced to practice by me, either alone or jointly with others. At the time of each such disclosure,
I will advise Company in writing of any Inventions that I believe fully qualify for protection under the provisions of the Specific
Inventions Law; and I will at that time provide to Company in writing all evidence necessary to substantiate that belief. Company
will keep in confidence and will not use for any purpose or disclose to third parties without my consent any confidential information
disclosed in writing to Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the
Specific Inventions Law. I will preserve the confidentiality of any Invention that does not fully qualify for protection under
the Specific Inventions Law.


 


2.6       Government
or Third Party. I agree that, as directed by Company, I will assign to a third party, including without limitation the United
States, all my right, title, and interest in and to any particular Company Invention.


 


2.7       Ownership
of Work Product. I agree that Company will exclusively own all work product that is made by me (solely or jointly with others)
within the scope of my employment, and I hereby irrevocably and unconditionally assign to Company all right, title and interest
worldwide in and to such work product. I acknowledge that all original works of authorship which are made by me (solely or jointly
with others) within the scope of my employment and which are protectable by Copyright are “works made for hire,” pursuant
to United States Copyright Act (17 U.S.C., Section 101). I understand and agree that I have no right to publish on, submit for
publishing, or use for any publication any work product protected by this Section, except as necessary to perform services for
Company.


 


2.8       Enforcement
of Intellectual Property Rights and Assistance. I will assist Company in every proper way to obtain, and from time to time
enforce, United States and foreign Intellectual Property Rights and Moral Rights relating to Company Inventions in any and all
countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as
a witness) as Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing
such Intellectual Property Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such
Intellectual Property Rights to Company or its designee, including the United States or any third party designated by Company.
My obligation to assist Company with respect to Intellectual Property Rights relating to such Company Inventions in any and all
countries will continue beyond the termination of my employment, but Company will compensate me at a reasonable rate after my
termination for the time actually spent by me at Company’s request on such assistance. In the event Company is unable for
any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in
the preceding paragraph, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my
agent and attorney in fact, which appointment is coupled with an interest, to act for and on my behalf to execute, verify and
file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the
same legal force and effect as if executed by me. I hereby waive and quitclaim to Company any and all claims, of any nature whatsoever,
which I now or may hereafter have for infringement of any Intellectual Property Rights assigned under this Agreement to Company.


 


2.9       Incorporation
of Software Code. I agree that I will not incorporate into any Company software or otherwise deliver to Company any software
code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires
or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed
by Company except in strict compliance with Company’s policies regarding the use of such software.


 


3.       Records.
I agree to keep and maintain adequate and current
records (in the form of notes, sketches, drawings and in any other form that is required by Company) of all Confidential Information
developed by me and all Company Inventions made by me during the period of my employment at Company, which records will be available
to and remain the sole property of Company at all times.


 


4.       Duty
of Loyalty During Employment. I agree that
during the period of my employment by Company, I will not, without Company’s express written consent, directly or indirectly
engage in any employment or business activity which is directly or indirectly competitive with, or would otherwise conflict with,
my employment by Company.


 


5.       No
Solicitation of Executives, Consultants or Contractors.
I agree that during the period of my employment and for the one year period after the date my employment ends for any reason,
including but not limited to voluntary termination by me or involuntary termination by Company, I will not, as an officer, director,
employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of Company,
solicit, induce, encourage, or participate in soliciting, inducing or encouraging any person known to me to be an employee, consultant,
or independent contractor of Company to terminate his or her relationship with Company, even if I did not initiate the discussion
or seek out the contact.


 




    	Executive Confidential Information and Inventions Assignment Agreement
Andrea Park
Page 3




     


    

 





6.       Reasonableness
of Restrictions.


 


6.1       I
agree that I have read this entire Agreement and understand it. I agree that this Agreement does not prevent me from earning a
living or pursuing my career. I agree that the restrictions contained in this Agreement are reasonable, proper, and necessitated
by Company’s legitimate business interests. I represent and agree that I am entering into this Agreement freely and with
knowledge of its contents with the intent to be bound by the Agreement and the restrictions contained in it.


 


6.2       In
the event that a court finds this Agreement, or any of its restrictions, to be ambiguous, unenforceable, or invalid, I and Company
agree that the court will read the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and valid
to the maximum extent allowed by law.


 


6.3       If
the court declines to enforce this Agreement in the manner provided in subsection 6.2, Company and I agree that this Agreement
will be automatically modified to provide Company with the maximum protection of its business interests allowed by law and I agree
to be bound by this Agreement as modified.


 


7.       No
Conflicting Agreement or Obligation. I
represent that my performance of all the terms of this Agreement and as an employee of Company does not and will not breach any
agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by Company. I have
not entered into, and I agree I will not enter into, any agreement either written or oral in conflict with this Agreement.


 


8.       Return
of Company Property. When
I leave the employ of Company, I will deliver to Company any and all drawings, notes, memoranda, specifications, devices, formulas
and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third
Party Information or Confidential Information of Company. I agree that I will not copy, delete, or alter any information contained
upon my Company computer or Company equipment before I return it to Company. In addition, if I have used any personal computer,
server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to,
Confidential Information, I agree to provide Company with a computer-useable copy of all such Confidential Information and then
permanently delete and expunge such Confidential Information from those systems; and I agree to provide Company access to my system
as reasonably requested to verify that the necessary copying and/or deletion is completed. I further agree that any property situated
on Company’s premises and owned by Company, including disks and other storage media, filing cabinets or other work areas,
is subject to inspection by Company’s personnel at any time with or without notice. Prior to leaving, I will cooperate with
Company in attending an exit interview and completing and signing Company’s termination statement if required to do so by
Company.


 


9.       Legal
and Equitable Remedies.


 


9.1       I
agree that it may be impossible to assess the damages caused by my violation of this Agreement or any of its terms. I agree that
any threatened or actual violation of this Agreement or any of its terms will constitute immediate and irreparable injury to Company,
and Company will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other
equitable relief, without bond and without prejudice to any other rights and remedies that Company may have for a breach or threatened
breach of this Agreement.


 


9.2       In
the event Company enforces this Agreement through a court order, I agree that the restrictions of Section 5 will remain in effect
for a period of 12 months from the effective date of the Order enforcing the Agreement.


 


10.       Notices.
Any notices required or permitted under this
Agreement will be given to Company at its headquarters location at the time notice is given, labeled “Attention Chief Executive
Officer,” and to me at my address as listed on Company payroll, or at such other address as Company or I may designate by
written notice to the other. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered
mail, notice will be considered to have been given five business days after it was mailed, as evidenced by the postmark. If delivered
by courier or express mail service, notice will be considered to have been given on the delivery date reflected by the courier
or express mail service receipt.


 


11.       Publication
of This Agreement to Subsequent Employer or Business Associates of Executive.


 


11.1       If
I am offered employment or the opportunity to enter into any business venture as owner, partner, consultant or other capacity
while the restrictions described in Section 5 of this Agreement are in effect I agree to inform my potential employer, partner,
co-owner and/or others involved in managing the business with which I have an opportunity to be associated of my obligations under
this Agreement and also agree to provide such person or persons with a copy of this Agreement.


 




    	Executive Confidential Information and Inventions Assignment Agreement
Andrea Park
Page 4




     


    

 





11.2       I
agree to inform Company of all employment and business ventures which I enter into while the restrictions described in Section
5 of this Agreement are in effect and I also authorize Company to provide copies of this Agreement to my employer, partner, co-owner
and/or others involved in managing the business with which I am employed or associated and to make such persons aware of my obligations
under this Agreement.


 


12.       General
Provisions.


 


12.1       Governing
Law; Consent to Personal Jurisdiction. This Agreement will be governed by and construed according to the laws of the State
of California as such laws are applied to agreements entered into and to be performed entirely within California between residents
of California. I hereby expressly consent to the personal jurisdiction and venue of the state and federal courts located in California
for any lawsuit filed there against me by Company arising from or related to this Agreement.


 


12.2       Severability.
In case any one or more of the provisions, subsections, or sentences contained in this Agreement will, for any reason, be held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other
provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had
never been contained in this Agreement. If moreover, any one or more of the provisions contained in this Agreement will for any
reason be held to be excessively broad as to duration, geographical scope, activity or subject, it will be construed by limiting
and reducing it, so as to be enforceable to the extent compatible with the applicable law as it will then appear.


 


12.3       Successors
and Assigns. This Agreement is for my benefit and the benefit of Company, its successors, assigns, parent corporations, Related
Companies, affiliates, and purchasers, and will be binding upon my heirs, executors, administrators and other legal representatives.


 


12.4       Survival.
This Agreement shall survive the termination of my employment, regardless of the reason, and the assignment of this Agreement
by Company to any successor in interest or other assignee.


 


12.5       Employment
At-Will. I agree and understand that nothing in this Agreement will change my at-will employment status or confer any right
with respect to continuation of employment by Company, nor will it interfere in any way with my right or Company’s right
to terminate my employment at any time, with or without cause or advance notice.


 


12.6       Waiver.
No waiver by Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach. No waiver by Company
of any right under this Agreement will be construed as a waiver of any other right. Company will not be required to give notice
to enforce strict adherence to all terms of this Agreement.


 


12.7       Export.
I agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company or any products
utilizing such data, in violation of the United States export laws or regulations.


 


12.8       Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be
taken together and deemed to be one instrument. This Agreement may also be executed and delivered by facsimile signature, PDF
or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com).


 


12.9       Advice
of Counsel. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT
LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BE CONSTRUED
AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION OF THIS AGREEMENT.


 







    	Executive Confidential Information and Inventions Assignment Agreement
Andrea Park
Page 5




     


    

 





This
Agreement shall be effective as of May 15, 2020.


 


	 	EMPLOYEE:
	 	 	 
	 	I
    have read, understand, and Accept this agreement and have been given the opportunity to Review it with independent legal counsel.
	 	 	 
	 	/s/
    Andrea Park
	 	(Signature)
	 	 	 
	 	Andrea
    Park
	 	Name
	 	 	 
	 	6/22/2020
	 	Date
	 	 	 
	 	Address:	 
	 	 	 
	 	COMPANY:
	 	 	 
	 	Accepted
    and agreed
	 	 	 
	 	AgeX
    Therapeutics, Inc.
	 	 	 
	 	By:	/s/
    Michael D. West
	 	Name:	Michael
    D. West
	 	Title:	CEO
	 	Address:	965
    Atlantic Avenue, Suite 101
	 	 	Alameda,
    CA 94501


 




    	Executive Confidential Information and Inventions Assignment Agreement
Andrea Park
Page 6




     


    

 





Exhibit
A


to
the


Executive
Confidential Information And Inventions Assignment Agreement


 


Excluded
Inventions


 


	TO:	AgeX
    Therapeutics, Inc.
	FROM:	/s/
    Andrea Park
	DATE:	6/22/2020


 


 


1.       Excluded
Inventions Disclosure. Except as listed in Section 2 below, the following is a complete list of all Excluded Inventions:


 


	 	☐	No
    Excluded Inventions.
	 	 	 
	 	☐	See
    below:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	☐	Additional
    sheets attached.


 


2.       Due
to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to the Excluded Inventions
generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to the following
party(ies):


 


	 	Excluded
    Invention	 	Party(ies)	 	Relationship
	1.	 	 	 	 	 
	2.	 	 	 	 	 
	3.	 	 	 	 	 


 


 


	 	☐	Additional
    sheets attached.


 





Signature Page

AgeX Therapeutics, Inc. 

CFO Employment
Agreement


 



    	Executive Confidential Information and Inventions Assignment Agreement
Andrea Park
Page 7




    	 



    

 





3.       Limited
Exclusion Notification.


 


This
is to notify you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and Company
does not require you to assign or offer to assign to Company any Invention that you develop entirely on your own time without
using Company’s equipment, supplies, facilities or trade secret information, except for those Inventions that either:


 


a.       Relate
at the time of conception or reduction to practice to Company’s business, or actual or demonstrably anticipated research
or development; or


 


b.       Result
from any work performed by you for Company.


 


To
the extent a provision in the foregoing Agreement purports to require you to assign an Invention otherwise excluded from the preceding
paragraph, the provision is against the public policy of this state and is unenforceable.


 


This
limited exclusion does not apply to any patent or Invention covered by a contract between Company and the United States or any
of its agencies requiring full title to such patent or Invention to be in the United States.


 






    	Executive Confidential Information and Inventions Assignment Agreement
Andrea Park
Page 8