Exhibit
10.1


 


THIS
SECURED CONVERTIBLE PROMISSORY NOTE is issued on February 14, 2022


 


BY


 


	(1)	AGEX
                                            THERAPEUTICS, INC., a company incorporated in Delaware with its primary address at 1101
                                            Marina Village Parkway, #201, Alameda, CA 94501 (the “Borrower”);



 


TO
AND IN FAVOR OF


 


	(2)	JUVENESCENCE
                                            LIMITED, a company incorporated in the Isle of Man with company number 018008V and its
                                            registered office at 18 Athol Street, Douglas, IM1 1JA, Isle of Man (the “Lender”),



 


each
a “party” and together the “parties”.


 


The
Borrower has issued this Secured Convertible Promissory Note (this “Note”) to evidence the Loan (as defined below),
and promises to pay and perform the Loan and this Note on the terms and conditions set forth herein, and the Lender has agreed to accept
this Note and to provide a secured convertible loan to the Borrower, not exceeding the aggregate principal amount of up to $13,160,000.00
(thirteen million and one hundred and sixty thousand dollars), on the terms and conditions set out in this Note.


 


1 Interpretation


 


	1.1	Definitions used in this Note include the following defined terms.




 


“19.9%
Cap” means 19.9% of the number of Shares outstanding on the date of this Agreement.


 


“50%
Cap” means one share less than 50% of the total outstanding shares of the Borrower as of the date on which the 50% Cap is determined.


 


“Address
for Service” means the address shown in Section 16.2 or such other address as the Borrower may from time to time designate
by written notice to the Lender.


 


“Advance”
means the Initial Drawdown and any Additional Advance.


 


“Applicable
Exchange” means NYSE American stock exchange or any other national stock exchange on which the Shares are listed.


 


“Availability
Period” means the period starting on the date of this Note and ending on the date falling twelve (12) calendar months after
the date of this Note or, if earlier, on the date a Qualified Offering is consummated by the Borrower as contemplated by Section 7.


 


“Budget”
means initially the 52-week budget commencing on [January 1, 2022] and delivered to, and accepted by, Lender on or prior to the date
hereof, and thereafter the 52 week forward looking budget of the Borrower, which is approved by the Lender in its sole discretion
from time to time, which after the initial budget shall include actual expenditures for the preceding 52 week period then ended (or until
January 1, 2022, if shorter) and a variance analysis for such period of actual expenditures versus forecasted cash expenditure included
in the most recent Budget covering any portion of such period.


 




    	 



     


    

 


“Business
Day” means a day other than (i) a Saturday or Sunday or (ii) public holiday in London or New York on which banks are closed
or are permitted to be closed open for general business.


 


“Collateral”
means all property of the Borrower described as “Collateral” in the Security Agreement, together with all other property
that now or hereafter secures (or is intended to secure) ‎obligations‎ of the Borrower under this Note and the other Loan Documents.


 


“Commitment”
means $13,160,000.00.


 


“Conversion
Date” means, in the event that the Borrower elects the conversion option described in Section 7, the date of consummation of
a Qualified Offering.


 


“Conversion
Notice” has the meaning set out in Section 8.2 below.


 


“Default”
means and is a reference to any Event of Default or any condition, event or occurrence that with the passing of time, the giving of notice
or both will be an Event of Default, including without limitation any misrepresentation or breach under this Note that remains uncured
beyond any cure period provided in Section 13.1.


 


“Drawdown
Amount” means the Advance delivered to Borrower by lender upon delivery of each Drawdown Notice.


 


“Drawdown
Market Price” with respect to any Drawdown Amount means the Market Price of the Shares as of the date of the applicable Drawdown
Notice.


 


“Drawdown
Notice” means a request for an Advance substantially in the form set out in Schedule part 1 (Form of Drawdown Notice) of this
Note;


 


“Event
of Default” means any one of the events mentioned in Section 13 (Events of Default) of this Note.


 


“Indebtedness”
includes any obligation for the payment or repayment of money borrowed (whether borrowed by the Borrower or as to which the Borrower
is a surety or guarantor of payment or is secured by a Lien on any property of the Borrower), including any advance and any obligation
evidenced by a note or similar instrument and any capital lease (as defined under GAAP other than any lease of any real property), and
any guaranty of any obligation for the payment or repayment of money borrowed, but excluding trade payables and similar obligations arising
in the ordinary course of business.


 


“Investment”
means (i) any purchase or other acquisition by the Borrower of, or of a beneficial interest in, any equity interests or Indebtedness
of any other person and (ii) any loan (including guarantees) or advance constituting Indebtedness of such other person (other than accounts
receivable, credit card and debit card receivables, trade credit, advances to customers, advances to officers, directors, members of
management and employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures, in each case, in the
ordinary course of business) or capital contribution by the Borrower to any other person. For the avoidance of doubt, permitting a Subsidiary
to utilize the premises and services of the Borrower on a cost or cost plus basis shall not constitute an Investment.


 




    	 



     


    

 


“Initial
Drawdown” means the initial Advance of $8,160,000.00.


 


“IP
Security Agreements” means, collectively, each (i) Notice of Grant of Security Interest in Copyrights, (ii) Notice of Grant
of Security Interest in Trademarks and/or (iii) Notice of Grant of Security Interest in Patents executed and delivered from time to time
by Borrower in accordance with the terms of the Security Agreement on and after the date hereof.


 


“Investment
Representations Schedule” means the representations and warranties made by the Lender in Part A and the Borrower in Part B
of Schedule 2 (Investment Representations) of this Note.


 


“Loan”
means, collectively, the Advances made by the Lender under this Note from time to time, and, as the context requires, each of them or
any of them.


 


“Loan
Documents” means, collectively, this Note, the Security Agreement, the IP Security Agreements and each other document, instrument
or agreement ‎now or hereafter delivered by an Obligor or other person to the Lender in connection with the ‎transactions contemplated
by this Note.


 


“Mandatory
Prepayment Trigger Event” has the meaning ascribed in Section 12.5.


 


“Market
Price” means the last closing price of the Borrower’s shares on the NYSE American stock exchange (or other national securities
exchange on which the Borrower’s shares may be listed) preceding the delivery of the relevant Drawdown Notice or Conversion Notice,
as applicable; provided, that if the Borrower’s shares are not listed on any such securities exchange, the “Market Price”
shall mean (a) the ‎closing sales price of the Borrower’s shares on such day as quoted on the ‎OTC Markets Group, Inc.
electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink (collectively the “Pink OTC Markets”), or similar
quotation system or association; or (b) if there have ‎been no sales of the Borrower’s shares on the Pink OTC Markets ‎or
similar quotation system or association on such day, the average of the highest bid and ‎lowest asked prices for the Borrower’s
shares quoted on the Pink ‎OTC Markets or similar quotation system or association at the end of such day; in each ‎case, averaged
over twenty (20) consecutive trading days ending on the trading day ‎immediately prior to the day as of which “Market Price”
is being determined; ‎provided, further, that if at any time the Borrower’s shares are not listed on any ‎domestic securities
exchange or quoted on the Pink OTC ‎Markets or similar quotation system or association, the “Market Price” of the ‎Borrower’s
shares shall be the fair market value per share as determined jointly by the Borrower’s Board of Directors ‎and the Lender.


 




    	 



     


    

 


“Outstanding
Amount” means, at any time, the outstanding and unpaid amount of the Loan including any unpaid Origination Fee and any amounts
payable in cash under this Note and unpaid.


 


“Permitted
Reverse Investment” means the assignment to Reverse of the Specified Assets.


 


“Permitted
Uses” has the meaning set out in Section 12.5 below.


 


“Qualified
Offering” means the sale of Shares (or Units as contemplated by Section 7.3) to investors in a bona fide investment transaction
or series of related transactions in which the aggregate gross proceeds to the Borrower of the Shares (or Units) sold in such offering
after the date of this Note, before deduction of, as applicable, underwriting discounts and commissions, placement agent fees and offering
expenses, is not less than $10,000,000 (in connection with a series of related transactions, such as sales of Shares (or Units) in an
at-the-market offering pursuant to a single registration statement under the Securities Act, the Qualified Offering shall be deemed to
have occurred at the first sale or closing that occurs where aggregate proceeds equal or exceed $10,000,000).


 


“Repayment
Date” means the day falling on the second anniversary of the date of this Note, or, if such day is not a Business Day, the
next Business Day, unless the Loan has been accelerated as contemplated by Section 13.2, in which case such date.


 


“Reverse”
means Reverse Bioengineering Inc., a Delaware corporation.


 


“Reverse
Financing Condition” means the consummation by Reverse of debt or equity financing with net cash proceeds in excess of $15,000,000
on or before the first anniversary of the date hereof.


 


“Security
Agreement” means the Security and Pledge Agreement required to be executed and delivered on the date hereof by and among the
Borrower and the Lender, together with all schedules and exhibits thereto.


 


“Security
Agreements” means the Security Agreement and the IP Security Agreements.


 


“Sharia”
means the principles and standards of the Islamic Sharia (where applicable), issued by the Accounting and Auditing Organization for Islamic
Financial Institutions as of the original date of this Note.


 


“Sharia
Supervisor” means an Islamic finance scholar who is a member of a recognized Islamic commercial bank’s Sharia supervisory
committee or board.


 


“Specified
Assets” means the intellectual property and other assets of the Borrower set forth on Schedule 3 hereto, as may be updated
from time to time by the Borrower with the written consent of the Lender, in its sole discretion.


 




    	 



     


    

 


“Tax”
includes any form of taxation, levy, duty, charge, contribution, withholding (including backup withholding) or impost of whatever nature
(including any applicable fine, penalty, or surcharge).


 


“Term”
means the period commencing the date of this Note and expiring on the Repayment Date.


 


“Termination
Notice” means a notice from the Lender to the Borrower given pursuant to Section 13.2 terminating this Note and the Loan.


 


“Shares”
means shares of common stock, par value $0.0001 per share, of the Borrower.


 


“Subsidiary”
means, with respect to any person (the “parent”) at any date, any corporation, company, limited liability company,
partnership, association or other entity of which securities or other ownership interests representing more than 50% of the ordinary
voting power for the election of the members of the governing body or, in the case of a partnership, more than 50% of the general
partnership interests are, as of such date, owned or controlled by the parent and/or one or more subsidiaries of the parent.


 


“Units”
means units consisting of Shares together with warrants or any other security convertible into Shares, sold in a Qualified Offering.


 


“VAT”
means value added tax as provided for in the Value Added Tax Act 1996 and any other tax of a similar nature.


 


“Warrants”
means the warrants granted by the Borrower to the Lender as consideration for each Advance in accordance with Section 3.4 of this Note
and the Warrant Agreement;


 


“Warrant
Agreement” means the Warrant Agreement executed as of the date of this Note and attached to this Note in the form of Exhibit
A; and


 


“Warrant
Instrument” means a Warrant Instrument in the form of Exhibit A to the Warrant Agreement.


 


	1.2	References in this Note to:




 


(a)
any document is deemed to include a reference to such document, including any of its schedules, annexes or exhibits, in each case,
as amended, novated, supplemented, substituted or replaced from time to time;


 


(b)
any person includes its respective successors, assigns and transferees;


 


(c)
a provision of a statute is, unless otherwise indicated, deemed to include a reference to such provision as amended, modified or
re-enacted from time to time;


 


(d)
a time of day is the time in New York City on the specified date;


 




    	 



     


    

 


(e)
the singular, where the context so admits, is deemed to include the plural and vice versa; and


 


(f)
a “person” is deemed to include a reference to a company, partnership, unincorporated body and any other entity and vice
versa.


 


	1.3	Titles – Section headings shall not affect the meaning of that or any other provision.




 


2
The Loan


 


	2.1	Subject
    to the terms and conditions of this Note, the Lender has agreed to make the Loan available to the Borrower; provided that the Loan
    amount shall not exceed the Commitment. Notwithstanding anything to the contrary contained herein, it is understood and agreed that
    the Lender may refuse to make any Advance, other than the Initial Drawdown, to the Borrower at its sole and absolute discretion and
    the Lender shall have no liability whatsoever should it elect to not make any Advance, other than the Initial Drawdown, requested
    by the Borrower hereunder.
	 	 
	2.2	(i)
    The Initial Advance will be used by the Borrower in an amount equal to $7,160,000.00 for the repayment in full of that certain Loan
    Facility Agreement, dated as of August 13, 2019 as amended (the “2019 Loan Agreement”), by and among the Borrower
    and the Lender and (ii) the remainder of the Initial Advance and any Additional Advances will be used only for Permitted Uses (and
    shall be drawn-down in accordance with a Budget). For avoid of down, under no circumstances shall any proceeds of the Initial Advance
    or any Additional Advance be used to make any Investment in any Subsidiary without the prior written consent of the Lender. To enable
    the Lender to monitor the use of funds not later than ten (10) days before the commencement of each calendar month, the Borrower
    will furnish the Lender with detailed monthly cash expenditure forecasts for such month and also five (5) days after each month end,
    a variance analysis for the preceding month of actual versus forecast cash expenditure, in each case in a form reasonably satisfactory
    to the Lender. For the avoidance of doubt, the Borrower’s delivery at least monthly of the Budget acceptable to the Lender
    will satisfy this obligation.
	 	 
	2.3	Other
    than the Initial Drawdown each Advance by the Lender shall be at its sole discretion. 


 


3
Drawings


 


	3.1	Mechanics
    – Provided the conditions set forth in Section 10 have been met by the Borrower, then on the execution of this Note by
    the Parties,


 


	 	(a)	the
    Borrower shall submit to the Lender a duly completed Drawdown Notice in respect of the Initial Drawdown in an amount no more than
    $8,160,000.00;
	 	 	 
	 	(b)	on
    receipt of the Drawdown Notice at paragraph (a) above, the Lender shall make the Initial Drawdown Advance to the Borrower; provided
    that the Lender shall (and the Borrower hereby directs the Lender to) first apply, on behalf of the Borrower, the amount of the Initial
    Drawdown Advance required to satisfy all obligations under the 2019 Loan Agreement in full, including the repayment thereof and payment
    of all amounts outstanding with respect thereto. 


 




    	 



     


    

 


	3.2	Other
    than in respect of the Initial Drawdown all subsequent drawdown of funds (each an “Additional Advance”) shall be subject
    to:


 


	 	(a)	the
    Lender’s prior written consent, which shall only be provided after consultation between the Lender and the Borrower and which,
    for the avoidance of doubt may be withheld in the Lender’s sole and absolute discretion;
	 	 	 
	 	(b)	the
    Lender receiving a duly completed Drawdown Notice from the Borrower not less than thirty (30) Business Days (or a shorter period
    as agreed by the Lender in its sole and absolute discretion) prior to the proposed drawdown date; provided that the first Drawdown
    Notice after the Initial Drawdown may be given upon five (5) Business Days notice (or such shorter period as the Lender may agree);
    
	 	 	 
	 	(c)	the
    proposed drawdown date falls within the Availability Period;
	 	 	 
	 	(d)	no
    Termination Notice has been delivered by the Lender;


 


(e)           no Default or Event of Default has occurred and is continuing on the date the Drawdown Notice is received by the Lender and on the
proposed drawdown date;


 


(f)           the
representations and warranties as set out in Part B of Schedule 2 made by the Borrower shall be true and correct in all material respects
on and as of the date of such Advance, except to the extent any such representations and warranties expressly relate to an earlier date,
in which case they shall be true and correct in all material respects as of such earlier date (provided that any such representation
and warranties which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects
after giving effect to such qualification) and a senior officer of the Borrower shall have certified as to the same; and


 


(g)           the
amount to be drawn down under the Drawdown Notice does not, unless otherwise agreed in writing by the Lender, exceed $1,000,000 (and
the aggregate amount to be drawn down under the Drawdown Notice, together with all other Advances requested under any other Drawdown
Notices consented to by the Lender and the aggregate amount of the Loan does not exceed the Commitment).


 


	3.3	Disbursement
    – Subject to the terms herein, the Lender shall make each Advance available to the Borrower by payment to the account of
    the Borrower specified in writing in the relevant Drawdown Notice; provided that, in the case of the Initial Advance, proceeds of
    the Initial Advance shall be applied directly to repay the outstanding amounts (including any unpaid fees and other amounts required
    to be paid upon payment if full) under the 2019 Loan Agreement as directed in the relevant Drawdown Notice.
	 	 
	3.4	Warrants
    – As a condition of each Advance, on receipt of any funds advanced to the Lender under the terms of this Note, the Borrower
    shall grant to the Lender a number of Warrants equal to 50% of the gross value of the relevant Advance made (less any set-off for
    expenses deducted by the Lender). The exercise price of Warrants granted at the time of each Advance shall be equal to the Market
    Price. The number of Warrants granted shall be determined in accordance with the formula set out below:


 




    	 



     


    

 


X
= (A/B) x 50%


 


Where:


 


X
= the number of Warrants to be granted;


 


A
= the amount of the Advance; and


 


B
= the Market Price.


 


	3.5	On
    the date of each Advance the Borrower shall issue the Lender a duly executed certificate in respect of Warrants in accordance with
    the terms of the Warrant Agreement. 


 


4
Draw-Down Shares and Interest


 


	4.1	Interest
    Rate – No interest shall be charged on any sums outstanding under the Loan whatsoever as the Borrower hereby recognizes
    and agrees that the principle of the payment of interest is not permitted by Sharia and accordingly to the extent that any legal
    system would (but for the provisions of this Section) impose (whether by contract or by statute) any obligation to pay interest,
    the Borrower hereby irrevocably and unconditionally expressly waives and rejects any entitlement to recover interest from each other.
	 	 
	4.2	The
    Borrower recognizes that the receipt and payment of interest is prohibited under Sharia and accordingly agree that if any claims
    for amounts due under this Note are made in a court of law and that court imposes an obligation to pay interest on the amounts being
    claimed, the Borrower hereby irrevocably and unconditionally expressly waives and rejects any entitlement to recover such interest
    and to the extent any amounts of interest are received by the Lender, it will pay such amounts received to a charity designated by
    an agreed and recognized Sharia Supervisor.
	 	 
	4.3	Notwithstanding
    anything to the contrary in this Section 4, the Borrower shall pay to the Lender an origination fee consisting of (i) 4.00% of the
    aggregate principal amount of all Advances made during the Availability Period, which amount shall accrue on the principal amount
    of each Advance at the making of such Advance and be fully earned at such time plus (ii) 4.00% of the aggregate principal
    amount of all Advances made during the Availability Period, which amount shall accrue and be fully earned on the first day after
    the end of the Availability Period (collectively, the “Origination Fee”). The Origination Fee shall be payable
    on the earliest to occur of (i) conversion pursuant to Section 7 or Section 8, (ii) upon repayment of the Loan in whole or in part
    (provided that the Origination Fee shall be pro rated for the amount of any partial repayment) and (iii) the acceleration of the
    Loan pursuant to Section 13.2. If the Origination Fee becomes payable as a result of a conversion pursuant to Section 7 or Section
    8, the Lender shall have the right to elect, in its sole discretion, to accept such Origination Fee in cash or Shares, and if the
    Lender elects for the Origination Fee to be paid in Shares, the amount of such Origination Fee shall be added to the principal amount
    of the Loan outstanding for calculating the total number of Shares issuable to the Lender pursuant to Section 7 or Section 8. For
    the avoidance of doubt, any portion of the Origination Fee not paid prior to the Repayment Date shall be paid by the Borrower to
    the Lender in full on the Repayment Date. Notwithstanding anything to the contrary in this Section 4.3 or elsewhere in this Note,
    in the event that any amount of the Loan is repaid with Specified Proceeds as a result of any Mandatory Prepayment Trigger Event,
    the Origination Fee with respect to the portion of the Loan so repaid, if not earned, due and payable prior to such Mandatory Prepayment
    Trigger Event, shall be, and be deemed to be, earned on and as of the occurrence of such Mandatory Prepayment Trigger Event and shall
    be due and payable on the date of the prepayment of the Loan with the Specified Proceeds in accordance with Section 6.2.


 




    	 



     


    

 


5
Representations and Warranties


 


	5.1	The
    Lender makes the representations and warranties as set out in Part A of Schedule 2 and the Borrower makes the representations and
    warranties as set out in Part B of Schedule 2. The Borrower agrees and acknowledges that the Lender has accepted this Note and made
    the Commitment in reliance on the representations and warranties made by them respectively in Schedule 2. 
	 	 
	5.2	The
    representations and warranties shall be made by the Parties on the execution of this Note and shall be deemed made by the Borrower
    on and as of the date of each Drawdown Request, the proposed draw date for any Advance and the date on which any Advance is made
    by the Lender. 


 


6
Repayment


 


	6.1	The
    Borrower shall repay the Loan to the Lender, in whole or in part, on the earlier of:


 


	 	(a)	at
    the Borrower’s election upon at least seven Business Days’ prior written notice, any Business Day occurring on or before
    the Repayment Date; provided that the Borrower shall not elect to voluntarily repay the Loan prior to the first Business Day following
    the last day of the Availability Period without the prior written consent of the Lender in its sole discretion; 
	 	 	 
	 	(b)	the
    date required pursuant to Section 18.4 or Section 13.2; and
	 	 	 
	 	(c)	on
    the Repayment Date.


 


In
each case, amounts repaid may not be reborrowed under this Note.


 


	6.2	In
    the event that a Mandatory Prepayment Trigger Event occurs, the Borrower shall, within three (3) Business Days of such Mandatory
    Prepayment Trigger Event, prepay the existing Indebtedness of the Borrower, in direct order of maturity (with the Indebtedness of
    the Borrower with the earliest maturity date prepaid first, then the Indebtedness of the Borrower with the next earliest maturity
    date, and so forth until the Indebtedness of the Borrower with the latest maturity date), in the amount of the aggregate Specified
    Proceeds (other than amounts used for Permitted Uses or designated by the Borrower for use for Permitted Uses and actually used for
    such Permitted Uses within 180 days) received in connection with such Mandatory Prepayment Trigger Event and, if applicable, any
    origination fee payable therewith including, in the case of a prepayment of this Note, the Origination Fee in accordance with Section
    4.3.


 




    	 



     


    

 


7
Borrower Conversion


 


	7.1	At
    the Borrower’s election, in lieu of repayment, the Outstanding Amount may be converted, in whole but not in part except as
    provided in Section 7.5, into a number of fully paid and non-assessable Shares, subject to and determined as provided in Section
    7.3 below, as of the date of, and in all cases subject to the consummation of, a Qualified Offering provided, that no Event of Default
    shall at the time exist and be continuing.
	 	 
	7.2	In
    order to elect to convert the Outstanding Amount into Shares in connection with a Qualified Offering in accordance with this Section
    7, the Borrower shall give Lender notice of such election not less than five (5) Business Days prior to the anticipated Conversion
    Date, specifying the anticipated Conversion Date, the anticipated aggregate proceeds to the Borrower and the other anticipated terms
    of the Qualified Offering.
	 	 
	7.3	Subject
    to Section 7.5, the number of Shares or Units issuable upon conversion of the Outstanding Amount shall be the quotient of (x) the
    Outstanding Amount, divided by (y) the lowest price per Share or Unit paid by investors for Shares or Units in the Qualified Offering
    before deducting underwriting commissions and discounts, placement agent commissions and fees, and other expenses of the Qualified
    Offering. In lieu of any fractional Share or Unit to which the Lender would otherwise be entitled, the Borrower shall pay cash equal
    to the product of such fraction multiplied by the price of such Share or Unit in the Qualified Offering.
	 	 
	7.4	Subject
    to Section 7.5, upon the consummation of a Qualified Offering, in the event that the Borrower does not elect to convert the Outstanding
    Amount into Shares in accordance with Section 7.1, the Availability Period shall terminate and the Lender will not be required to
    make any further Advances 
	 	 
	7.5	Each
    Advance to Borrower shall be treated as a separate tranche for the purposes of determining the applicability of the 19.9% Cap limitations
    set forth in this Section 7.5, and each such tranche may have a different Drawdown Market Price. Only Shares issuable upon the conversion
    of a Drawdown Amount with a Drawdown Market Price that was higher than the lowest price per Share or Unit paid by investors for Shares
    or Units in the Qualified Offering (“Borrower Conversion Price”), shall be aggregated for the purposes of determining
    the applicability of the 19.9% Cap limitations as set forth in this Section 7.5. If under the rules of the Applicable Exchange, approval
    by the stockholders of Borrower would be required in connection with the issuance of Shares or Units upon any conversion under this
    Section 7, then unless and until such stockholder approval has been obtained, (a) the maximum amount of each tranche’s Drawdown
    Amount that may be converted into Shares or Units (including Shares issued separately or as a part of a Unit) at a Borrower Conversion
    Price lower than the Drawdown Market Price applicable to the Drawdown Amount being converted shall be an amount entitling Lender
    to receive a number of Shares that, when added to any Shares (including Shares that are part of a Unit) issued to Lender in the Qualified
    Offering or that are otherwise deemed by the Applicable Exchange to be issued to Lender connection with the consummation of the Qualified
    Offering, would equal the 19.9% Cap, and (b) the maximum amount of the Outstanding Amount that may be converted into Shares or Units
    shall be an amount entitling Lender to receive a number of Shares (including Shares that are part of a Unit) that, when added to
    other Shares owned by Lender immediately prior to such Qualified Offering and added to any Shares (including Shares that are part
    of a Unit) issued to Lender in the Qualified Offering and any Shares issued to Lender upon the exercise of Warrants in connection
    with the conversion or in connection with the Qualified Offering, would equal the 50% Cap. To the extent any Outstanding Amount cannot
    be so converted as a result of the 19.9% Cap or the 50% Cap such amount shall remain outstanding as loan funds in accordance with
    the terms of this Note.


 




    	 



     


    

 


8
Lender Conversion


 


	8.1	At
    any time while funds under this Note remain outstanding, at the Lender’s election, in lieu of repayment, the Outstanding Amount
    (or any part thereof) may be converted into a number of fully paid and non-assessable Shares of the Borrower. The conversion price
    shall be equal to the Market Price on the date prior to the date the Lender delivers a Conversion Notice in accordance with Section
    8.2 below.
	 	 
	8.2	In
    order to elect to convert some or all of the Outstanding Amount into Shares the Lender shall give to the Borrower a notice of such
    election (a “Conversion Notice”) specifying a date which is not less than five (5) Business Days following on which the
    amount of the Outstanding Commitment to be converted (as notified in the Conversion Notice) shall be converted to new Shares. The
    number of Shares issued by the Borrower shall be rounded down to the nearest whole number of shares (i.e. no fractional shares shall
    be issued by the Borrower). 
	 	 
	8.3	Each
    Advance to Borrower shall be treated as a separate tranche for the purpose of determining the applicability of the 19.9% Cap limitations
    set forth in this Section 8.3, and each such tranche may have a different Drawdown Market Price. 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 Section 8.1, shall
    be aggregated for the purposes of determining the applicability of the 19.9% Cap limitations as set forth in this Section 8.3. If
    under the rules of the Applicable Exchange approval by the stockholders of Borrower would be required in connection with the issuance
    of Shares upon any conversion under this Section 8, then unless and until such stockholder approval has been obtained, (a) at any
    time the conversion price as calculated in accordance with Section 8.1 would be less than the Drawdown Market Price applicable to
    the Drawdown Amount being converted, the maximum amount of the Drawdown Amount that may be converted into Shares shall be the amount
    entitling Lender to receive a number of Shares that, when added to any Shares previously or contemporaneously issued to Lender upon
    a conversion subject to the restrictions of this Section 8.3(a), would equal the 19.9% Cap, and (b) the maximum amount of the Outstanding
    Amount that may be converted into Shares shall be subject to the 50% Cap. To the extent any Outstanding Amount cannot be so converted
    as a result of the 19.9% Cap or the 50% Cap such funds shall remain outstanding as loan funds in accordance with the terms of this
    Note.


 




    	 



     


    

 


9
Tax


 


	9.1	Withholdings
    – If at any time the Borrower is required by law to make any deduction or withholding from any payment due from the Borrower
    to the Lender, the Borrower shall simultaneously pay to the Lender whatever additional amount is necessary to ensure that the Lender
    receives a net sum equal to the payment it would have received had no deduction or withholding been made. If the Lender is entitled
    to an exemption from or reduction of withholding tax with respect to payments hereunder, the Lender shall deliver to the Borrower
    such properly completed and executed documentation prescribed by law as will permit such payments to be made without withholding
    or at a reduced rate of withholding.
	 	 
	9.2	The
    Borrower shall also promptly deliver to the Lender any receipts, certificates or other proof evidencing the amounts (if any) paid
    or payable in respect of any deduction or withholding as aforesaid.


 


10
Documentary Conditions Precedent to Initial Drawdown


 


	10.1	This
    Note shall not become effective until the date on which each of the following conditions are satisfied (or waived by the Lender):


 


	 	(a)	Warrants.
    The Borrower has passed all such resolutions (of shareholders and/or directors) to approve and adopt the Warrant Agreement and the
    issuance of Warrant Instruments hereunder and thereunder.
	 	 	 
	 	(b)	Counterparts
    of this Note. The Lender shall have received counterparts of this Note, duly executed by the Borrower, as well as the Lender.
	 	 	 
	 	(c)	The
    Lender shall have received, in each case duly executed and delivered by Borrower, (a) the Warrant Agreement in the form attached
    as Exhibit A to this Note, and (b) Amendment No. 3 to the Registration Rights Agreement dated as of August 13, 2019 between the Borrower
    and the Lender, in the form previously agreed by the parties, in each case duly executed by the Borrower and the other parties thereto.
	 	 	 
	 	(d)	Other
    Documents. The Lender shall have received such other documents as the Lender shall have reasonably requested from the Borrower including,
    without limitation, the Security Agreements, in each case duly authorized, executed and delivered.


 


11
Omitted


 


12
Covenants of the Borrower


 


	12.1	Covenants
    – Within five (5) Business Days of execution of this Note, the Borrower covenants to furnish the Lender with detailed monthly
    cash expenditure forecasts, i.e., a Budget, for the period commencing February 1, 2022.


 




    	 



     


    

 


	12.3	At
    all times while the Loan is outstanding, the Borrower covenants that it shall not (without the prior written consent of the Lender),
    and shall not permit its Subsidiaries to, borrow or commit to borrow any funds (or otherwise incur any Indebtedness), grant or create
    or attempt to create or permit or suffer to subsist any mortgage, security interest, guarantee, charge, lien (other than (i) a lien
    arising in the ordinary course of business by operation of law, (ii) capital leases, to the extent included in a Budget prior to
    the incurrence thereof or consented to in writing by the Lender prior to the incurrence thereof, and (iii) purchase money Indebtedness
    interests for newly acquired equipment, to the extent included in a Budget prior to the incurrence thereof or consented to in writing
    by the Lender prior to the incurrence thereof and provided that any lien securing such purchase money indebtedness is granted within
    90 days of the incurrence thereof and does not encumber or otherwise extend to any property of the Borrower other than the property
    acquires with such purchase money indebtedness) or other encumbrance, trust agreement, declaration of trust, or trust arising by
    operation of law over or in respect of its or its assets (including, without limitation, the Collateral and any other assets covered
    by the Security Agreements), unless and until the Outstanding Amount and all amounts owed to the Lender (as a lender) pursuant to
    the Loan Documents have been repaid in full by or on behalf of the Borrower. For the avoidance of doubt, the Borrower shall only
    be entitled to apply for and draw-down, and permit its Subsidiaries to apply for and draw down, Government backed debt or other financial
    support (available as a result of the Covid-19 pandemic), including but not limited to funding available under the Coronavirus Aid,
    Relief, and Economic Security Act (the CARES Act) signed into law March 27, 2020, with the prior written consent of the Lender, and
    grants (whether or not subject to repayment or revenue sharing obligations) from federal, state or local governments, agencies, or
    instrumentalities (including but not limited to the National Institutes of Health and the California Institute for Regenerative Medicine);
    provided that, to the extent such grants include a repayment or revenue sharing obligation, such grant has been included in a Budget
    prior to entry into a binding agreement or application requiring repayment or revenue sharing or has been consented to in writing
    by the Lender. Notwithstanding the foregoing, (i) Reverse shall be permitted to enter into Indebtedness consisting of a convertible
    note financing so long as such Indebtedness is not guaranteed by any other Subsidiary of the Borrower or by the Borrower or secured
    on any assets of another Subsidiary of the Borrower or the Borrower and (ii) this Section 12.3 shall not restrict any incurrence
    of Indebtedness or liens by Reverse on or after the date that Reverse satisfies the Reverse Financing Condition.
	 	 
	12.4	The
    Borrower, as promptly as reasonably practical, and in any event no later than December 31, 2022, shall submit to its stockholders,
    and recommend that its stockholders approve (which may be by written consent), in accordance with the Borrower’s organizational
    documents and the rules of the Applicable Exchange, resolutions to cause the 50% Cap and the 19.9% Cap to be lifted entirely with
    respect to the obligations under this Note and to take any and all actions necessary or advisable and as required under and in compliance
    with Borrower’s Certificate of Incorporation and Bylaws, applicable laws, and the rules of the Applicable Exchange, including
    at the request of the Lender, in furtherance thereof.
	 	 
	12.5	On
    or prior to the date of any “at-the-market” issuance of capital stock of the Borrower (but not more than three (3) Business
    Days prior), the Borrower shall certify to the Lender either (i) that the Borrower shall use all of such net cash proceeds (after
    deducting the reasonable and documented fees and commissions of the sales agent or broker and any other customary, reasonable and
    documented transaction expenses (“Specified Proceeds”) solely for the purpose of the Borrower’s research
    and development work (including through third-party contractors), professional and administrative expenses, and for general working
    capital only (in accordance with a Budget) (“Permitted Uses”) and thereafter actually use such Specified Proceeds
    solely for Permitted Uses or (ii) that the Borrower elects to apply all or a portion such Specified Proceeds as required by Section
    6.2 (an election under this clause (ii), a “Mandatory Prepayment Trigger Event”).


 




    	 



     


    

 


	12.6	The
    Borrower shall not make any Investment in any other person (including, for avoidance of doubt, any subsidiary of the Borrower) without
    the prior written consent of the Lender in its sole discretion, other than the Permitted Reverse Investment or otherwise as specified
    in a Budget. In connection with any proposed Investment, the Borrower shall provide the Lender with a detailed accounting of the
    amount and purpose of such Investment and any consent given by the Lender shall only apply to the Investment if so used. 


 


13
Events of Default


 


	13.1	Events
    – Each of the following is an Event of Default:


 


	 	(a)	Payment
    – the Borrower (i) fails to pay any principal amount payable by it in the manner and at the time provided under and in
    accordance with this Note or (ii) fails to pay any other amount payable by it in the manner and at the time provided under and in
    accordance with this Note or any other Loan Document and the failure in this clause (ii) is not remedied within three (3) Business
    Days following the date the payment was to be made;
	 	 	 
	 	(b)	Obligations
    – if the Borrower fails to perform any of its covenants or obligations or fail to satisfy any of the conditions under this
    Note or any other Loan Document and, such failure (if capable of remedy) remains unremedied to the satisfaction of the Lender (in
    its sole discretion) for ten (10) Business Days after the earlier of (i) notice requiring its remedy has been given by the Lender
    to the Borrower and (ii) actual knowledge of the failure by senior officers of the Borrower;
	 	 	 
	 	(c)	Other
    Indebtedness – if any Indebtedness of Borrower or any of its Subsidiaries in excess of $100,000 becomes due and payable,
    or a breach or other circumstance arises thereunder such that the applicable lender is entitled to declare such Indebtedness due
    and payable, prior to its due date, or any Indebtedness of Borrower in excess of $25,000 is not paid on its due date;
	 	 	 
	 	(d)	Carrying
    on Business – if Borrower or any of its Subsidiaries stops payment of its debts generally or ceases or threatens to cease
    to carry on its business or is unable to pay its debts as they fall due or is deemed by a court of competent jurisdiction to be unable
    to pay its debts as they fall due, or enters into any arrangements with its creditors generally;


 




    	 



     


    

 


	 	(e)	Insolvency
    – if (i) an involuntary proceeding (other than a proceeding instituted by Lender or an affiliate of Lender) shall be commenced
    or an involuntary petition shall be filed seeking liquidation, reorganization or other relief in respect of Borrower or any of its
    Subsidiaries, or of all or a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership
    or similar law now or hereafter in effect or (ii) an involuntary appointment of a receiver, trustee, custodian, sequestrator, conservator
    or similar official for Borrower (or any such Subsidiary) or for a substantial part of its assets occurs (other than in a proceeding
    instituted by Lender or an affiliate of Lender), and, in any such case, such proceeding shall continue undismissed and unstayed for
    sixty (60) consecutive days without having been dismissed, bonded or discharged or an order of relief is entered in any such proceeding;
	 	 	 
	 	(f)	Illegality
    – if it becomes unlawful for the Borrower to perform all or any of its obligations under this Note or any authorisation,
    approval, consent, license, exemption, filing, registration or other requirement of any governmental, judicial or public body or
    authority necessary to enable the Borrower to comply with its obligations under this Note or to carry on its business is not obtained
    or, having been obtained, is modified in a manner that precludes the Borrower or its Subsidiaries from conducting their business
    in any material respect, or is revoked, suspended, withdrawn or withheld or fails to remain in full force and effect;
	 	 	 
	 	(g)	Expropriation
    – the issuance or levy of any judgment, writ, warrant of attachment or execution or similar process against all or any
    material part of the property or assets of the Borrower or any of its Subsidiaries if such process is not released, vacated or fully
    bonded within sixty (60) calendar days after its issue or levy;
	 	 	 
	 	(h)	Court
    Action – if any injunction, order, judgment or decision of any court is entered or issued which, in the opinion of the
    Lender, materially and adversely affects, or is reasonably likely so to affect, the ability of the Borrower or any of its Subsidiaries
    to carry on its business or to pay amounts owed to Lender under this Note; and
	 	 	 
	 	(i)	Transfer
    of Assets – if Borrower, whether in a single transaction or a series of related transactions, sells, leases, licenses,
    consigns, transfers or otherwise disposes of any material portion of its assets (it being understood that any such disposition with
    respect to any asset or assets with a fair value of at least $250,000 is material), other than (i) Investments permitted pursuant
    to Section 12.6, (ii) sales, transfers and dispositions of inventory in the ordinary course of business, (iii) any termination of
    a lease of real or personal property that is not necessary in the ordinary course of the Borrower’s business, could not reasonably
    be expected to have a material adverse effect and does not result ‎from Borrower’s default, and (iv) any sale, lease, license,
    consignment, transfer or other disposition of assets that are no longer necessary in the ordinary course of business or which has
    been approved in writing by the Lender‎.


 




    	 



     


    

 


	 	(j)	Failure of Security – any of the following
    shall occur: (i) the security and/or liens created by the Security Agreement or any other Loan Document shall at any time cease to
    constitute valid and perfected security and/or liens on any material portion of the Collateral intended to be covered thereby; (ii)
    except for expiration in accordance with its terms, the Security Agreement or any other Loan Document pursuant to which a lien is
    granted by Borrower in favor of the Lender shall for whatever reason be terminated or shall cease to be in full force and effect;
    (iii) the enforceability of the Security Agreement or any other Loan Document pursuant to which a lien is granted by Borrower in
    favor of the Lender shall be contested by or on behalf of Borrower or any of its Subsidiaries thereto, (iv) Borrower shall assert
    that its obligations under this Note or any other Loan Document shall be invalid or unenforceable, or (v) a loss, theft, damage or
    destruction occurs with respect to a material portion of the Collateral. ‎
	 	 	 
	 	(k)	Financial
    Condition – if there is any change in the financial condition of the Borrower and its Subsidiaries which, in the opinion
    of the Lender, materially and adversely affects, or is reasonably likely so to affect, the ability of the Borrower to perform any
    of its obligations under this Note.
	 	 	 
	 	(l)	Misrepresentation
    – if any representation, warranty or statement made, repeated or deemed made or repeated by the Borrower in this Note,
    or pursuant to the Loan Documents, is incomplete, untrue, incorrect or misleading in any material respect when made, repeated or
    deemed made.


 


	13.2	Remedies
    – If an Event of Default has occurred and is continuing, the Lender may do all or any of the following:


 


	 	(a)	by
    notice to the Borrower, declare the Outstanding Amount and all accrued fees and other sums owed by the Borrower under or in connection
    with this Note to be immediately due and payable and the same will become so due and payable;
	 	 	 
	 	(b)	by
    notice to the Borrower (a “Termination Notice”), declare the outstanding balance of the Commitment to be immediately
    reduced to zero effective as of the date of such notice, and the same will be so reduced; 
	 	 	 
	 	(c)	exercise
    any remedies available to the Lender under the Security Agreement, the other Loan Documents, and/or applicable law; 
	 	 	 
	 	(d)	revoke
    in writing any consent to funding any Advance made as contemplated under Section 3.2, and upon such written revocation the Lender
    shall have no obligation to fund any such Advance; and
	 	 	 
	 	(e)	exercise
    all of the rights and remedies of a secured creditor under the New York Uniform Commercial Code.


 


Notwithstanding
the foregoing, if an Event of Default as contemplated under Section 13.1(e) shall occur, (i) the Outstanding Amount and all accrued fees
and other sums owed by the Borrower under or connection with this Note shall be immediately due and payable without notice or other action
on the part of the Lender or any other person and (ii) the Commitment automatically shall reduce to zero and the Lender shall have no
obligation to fund any Advance.


 




    	 



     


    

 


14
Liability


 


	14.1	General
    Costs – Subject to Section 18.1, the Borrower will from time to time on demand reimburse the Lender for all costs and expenses
    (including legal fees and disbursements) and any VAT chargeable on them incurred in the preservation, enforcement and collection
    of this Note and the other Loan Documents, including without limitation, the Security Agreement.
	 	 
	14.2	Stamp
    duties – The Borrower will pay on demand all stamp and other duties and Taxes, if any, to which this Note may be subject
    or give rise and indemnify the Lender on demand against any and all liabilities with respect to or resulting from any delay or omission
    on the part of the Borrower to pay any such duties or Taxes.
	 	 
	14.3	Liability
    – Without duplication of and subject to the limitations set forth under the expense reimbursement obligations pursuant
    to Section 14.1 above, the Borrower shall indemnify the Lender and any affiliates thereof (each such person being called an “Indemnitee”),
    against, and hold each Indemnitee harmless from, any and all losses, claims, damages, out-of-pocket costs, actual liabilities and
    related expenses, excluding in any event lost profits arising out of, in connection with, or as a result of the execution, enforcement
    or delivery of any Loan Document or any other agreement or instrument contemplated thereby, the performance by the parties to the
    Loan Documents of their respective obligations thereunder or the use of proceeds of the Advances or any other transactions contemplated
    hereby. To the extent permitted by applicable law, the Borrower shall not assert, and Borrower hereby waives and releases, any claim
    against any other such person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to
    direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement)
    arising out of, in connection with, arising out of, as a result of, or in any way related to, the Loan Documents or any or any agreement
    or instrument contemplated thereby or referred to therein, the transactions contemplated hereby or thereby, or any act or omission
    or event occurring in connection therewith, and each such person further agrees not to sue upon any such claim or any such damages,
    whether or not accrued and whether or not known or suspected to exist in its favor; provided that the foregoing shall in no
    event limit the Borrower’s indemnification obligations in this Section 14.3.


 


15
Payments


 


	15.1	Currency
    – The Borrower shall discharge each obligation in the currency in which it is due under this Note. If at any time the Lender
    receives any payment (including by set-off) referable to any of the liabilities of the Borrower under this Note from any source in
    a currency other than the currency in which it is due, then such payment shall take effect as a payment to the Lender of the amount
    in the due currency which the Lender is able to purchase (after deduction of any relevant costs) with the amount of the payment so
    received in accordance with its usual practice.


 




    	 



     


    

 


	15.2	Funds
    – All payments made by Borrower to the Lender shall be made in immediately available cleared funds on its due date (and,
    if such date is not a Business Day, on the immediately preceding Business Day) to the credit of such account as the Lender may designate.
    Such payments shall be made in full without set-off or counterclaim and free and clear of any deduction or withholding for or on
    account of any Tax (save for such deductions or withholdings as are required by law) or any other matter.


 


16
Communications


 


	16.1	Written
    – All communications under this Note must be in writing.
	 	 
	16.2	Addresses
    – Any communication may be sent by prepaid post, or email or delivered to the Lender or an Obligor at its address or email
    address shown below or as may otherwise by notified to the relevant party in writing. Communications to the Borrower may also be
    sent to a place of business for it last known to the Lender or delivered to one of its officers. Each party to this Note irrevocably
    consents to service of process in the manner provided for in this Section 16.2. Nothing in any Loan Document will affect the right
    of any party to this Note to serve process in any other manner permitted by law.


 


	To
    the Lender:	 	Juvenescence
    Limited
	 	 	Fourth
    Floor, Viking House
	 	 	Nelson
    Street
	 	 	Isle
    of Man IM1 2AH
	 	 	Attention:
    Gregory Bailey
	 	 	Email:
    greg@juvlabs.com
	 	 	 
	To
    the Borrower:	 	AgeX
    Therapeutics, Inc.
	 	 	1101
    Marina Village Parkway, Suite 201
	 	 	Alameda,
    California 94501
	 	 	Attention:
    Andrea Park, Chief Financial Officer
	 	 	Email:
    apark@agexinc.com


 


	16.3	Delivery
    – A communication by either of the parties, if sent by post, will be deemed made on the day after posting by first class
    post, postage prepaid (but, if to another country, five (5) days after posting by airmail, postage prepaid). Any communication sent
    by email will be deemed effective on the date of transmission if sent on a Business Day not later than 5:00 p.m. local time at the
    location of the recipient, or the next Business Day if sent on a day other than a Business Day or later than 5:00 p.m. local time
    at the location of the recipient.


 


17
Assignation and Transfer


 


	17.1	Transfer
    by Lender – The Lender may assign its rights and obligations under this Note, in whole or in part, to any other person
    upon simultaneous written notice to the Borrower; provided further that upon such assignment such other person shall be deemed to
    make the representations and warranties in Part A of Schedule 2 to the Borrower. After giving effect to such assignment, such person
    shall be deemed the “Lender” from such time for all purposes hereunder.


 




    	 



     


    

 


	17.2	No
    transfer by Borrower – Borrower may not transfer any of its rights or obligations under this Note.
	 	 
	17.3	Register
    – Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a copy of each assignment
    delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders
    and the obligations owing to the Lenders from time to time. The entries in the Register shall be conclusive, in the absence of manifest
    error, and the Borrower and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all
    purposes of this Note. The Register shall be available inspection by an Obligor at any reasonable time and from time to time upon
    reasonable prior notice. This section shall be construed so that the obligations under this Note are at all times maintained in “registered
    form” within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code of 1986, as amended, and any
    related regulations (and any relevant or successor provisions).


 


18
Miscellaneous


 


	18.1	Costs
    and Expenses – The Borrower shall be responsible for its own costs in relation to the preparation and execution of this
    Note and shall pay the reasonable and proper costs of the Lender in preparing and finalizing this Note.
	 	 
	18.2	Delays
    – The rights and powers of the Lender under this Note will not be affected or impaired by any delay or omission by the
    Lender in exercising them or by any previous exercise of any such rights or powers.
	 	 
	18.3	Severability
    – Each of the provisions of this Note shall be severable and distinct from one another and if at any time anyone or more
    of these provisions (or any part of them) is or becomes invalid, illegal or unenforceable the validity, legality and enforceability
    of the remaining provisions shall not in any way be affected or impaired.
	 	 
	18.4	Illegality
    – If at any time it becomes unlawful for the Lender to allow the Commitment to remain in effect or to make, fund or allow
    the Outstanding Amount to remain outstanding then the Lender will promptly notify the Borrower and:


 


	 	(d)	the
    Lender will not be required to make any additional Advances and the Commitment will be reduced to zero; and
	 	 	 
	 	(e)	if
    the Lender so requires by notice to the Borrower, the Borrower and/or the Borrower will repay the Outstanding Amount and pay to the
    Lender all other sums owed by the Borrower under this Note, all on such date as the Lender may reasonably specify.


 


	18.5	Entire
    Agreement
	 	 
	 	This
    Note, together with the other Loan Documents, constitutes the entire agreement between the parties relating to the Loan and supersedes
    and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether
    written or oral, relating to its subject matter.


 




    	 



     


    

 


	18.6	Termination
	 	 
	 	Upon
    (i) the payment in full to the Lender of the Outstanding Amount, (ii) the conversion of the whole of the Outstanding Amount by the
    issuance to the Lender of the Shares in accordance with Sections 7 or 8, and delivery to the Lender of one or more valid share certificates
    for such Shares (or in lieu of certificates, evidence of direct registration in the records of the transfer agent in the case of
    such Shares), or (iii) any combination thereof which shall satisfy the Outstanding Amount, this Note shall terminate and the Borrower
    shall be forever released from its obligations under this Note, except to the extent that any obligations of the Borrower under Sections
    9 (Tax), 14 (Liability), and 18 (Miscellaneous) shall survive such termination and remain be valid and effective.


 


19
Counterparts


 


This
Note may be executed in any number of counterparts, which shall together constitute one agreement. Any party may enter into this Note
by signing any such counterpart. This Note and any Drawdown Notice or other notice or communication may be executed with signatures transmitted
among the parties by pdf attached to an electronic mail, and no party shall deny the validity of a signature or this Note signed and
transmitted by pdf attached to an electronic mail on the basis that a signed document is represented by a copy or facsimile and not an
original.


 


20
Law and Jurisdiction


 


	20.1	Law
    - This Note shall be construed in accordance with and governed by the law of the State of New York.
	 	 
	20.2	Jurisdiction
    – Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
    jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of
    the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating
    to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
    agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the
    extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding
    shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Notwithstanding
    the foregoing, nothing in any Loan Document shall affect any right that the Lender may otherwise have to bring any action or proceeding
    relating to any Loan Document against the Borrower or its properties in the courts of any jurisdiction.


 








	20.3	Each
    of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so,
    any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
    to any Loan Document in any court referred to Section 20.2. Each of the parties hereto hereby irrevocably waives, to the fullest
    extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
	 	 
	20.4	WAIVER
    OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
    TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS
    CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
    AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
    SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
    NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Note to be duly executed by their respective authorized officers as of the day
and year first above written


 


	 	JUVENESCENCE
    LIMITED
	 	 	 
	 	 	/s/ Greg Bailey
	 	 	 
	 	By:	Greg
    Bailey 
	 	 	 
	 	Title:	Director
	 	 	 
	 	AGEX
    THERAPEUTICS, INC.
	 	 	 
	 	 	/s/ Michael D. West
	 	 	 
	 	By:	Michael
    D. West
	 	 	 
	 	Title:	Chief
    Executive Officer