Exhibit
10.1


 


SECOND
AMENDMENT TO


SECURED
CONVERTIBLE FACILITY AGREEMENT


 


This
Second Amendment to Secured Convertible Facility Agreement (this “Amendment”) by and between AgeX Therapeutics
Inc., a Delaware corporation (“Borrower”) and Juvenescence Limited, an Isle of Man company (“Lender”)
is effective as of November 12th, 2020 (“Effective Date”).


 


WHEREAS,
Borrower and Lender, entered into a Secured Convertible Facility Agreement, dated March 30, 2020, as amended by the First Amendment
to the Secured Convertible Facility Agreement, dated July 21, 2020 (“First Amendment”, and collectively, the
“Loan Agreement”);


 


WHEREAS,
the parties discovered a scrivener’s error in Section 2(e) of the First Amendment, which amends Section 8.3 of the Loan
Agreement, and enter into this Amendment to correct the scrivener’s error.


 


NOW,
THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:


 


1.
Definitions. Capitalized terms used and not defined in this Amendment shall have the respective meanings given them in
the Loan Agreement.


 


2.
Amendments to the Loan Agreement. The second sentence of Clause 8.3 of the Loan Agreement is hereby amended to read as
follows: “Only Shares issuable upon the conversion of a Drawdown Amount with a Drawdown Market Price that is higher than
the conversion price as determined under Clause 8.1, shall be aggregated for the purposes of determining the applicability of
the 19.9% Cap limitations as set forth in this Clause 8.3.


 


3.
Limited Effect. Except as expressly provided hereby, all of the terms and provisions of the Loan Agreement and the other
Facility Documents are and shall remain in full force and effect and are hereby ratified and confirmed by Borrower and Lender.
The amendment contained herein shall not be construed as a waiver or amendment of any other provision of the Loan Agreement or
the other Facility Documents.


 


4.
Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon the parties and the Guarantors,
and each of their respective successors and assigns.


 


5.
Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of England and Wales.


 


6.
Counterparts. This Amendment may be executed in any number of counterparts, all of which shall constitute one and the same
agreement, and any party hereto may execute this Amendment by signing and delivering one or more counterparts. Delivery of an
executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart
of this Amendment.


 


[Signature
page follows.]


 


Second
Amendment to Secured Convertible Facility Agreement


 




    	 	 	 



     


    

 


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


 


	Borrower:	 	Lender:
	 	 	 	 	 
	AgeX
    Therapeutics Inc., a Delaware corporation	 	Juvenescence
    Limited, an Isle of Man company 
	 	 	 	 	 
	By:	/s/
Michael E. West	 	By:	/s/
    Gregory Bailey 
	 	Michael
    D. West, President and CEO	 	 	Gregory
    Bailey, Authorized Signatory
	 	 	 	 	 
	By	:
    /s/ Andrea Park	 	 	 
	 	Andrea
    Park, Chief Financial Officer	 	 	 


 


Signature
Page


Second
Amendment to Secured Convertible Facility Agreement