Exhibit
10.24


 





DATED:
March 30th 2020


 


AGEX
THERAPEUTICS INC.


(as
Borrower)


 


-
and -


 


JUVENESCENCE
LIMITED


(as
Lender)


 


-
and –


 


RECYTE
THERAPEUTICS INC.


(as
Guarantor)


 


-
and –


 


REVERSE
BIOENGINEERING, INC.


(as
Guarantor)


 


 



 


SECURED
CONVERTIBLE FACILITY AGREEMENT


 


 



 




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THIS
CONVERTIBLE FACILITY AGREEMENT is made on March 30, 2020


 


AMONG


 


	(1)	AGEX
                                         THERAPEUTICS INC., a company incorporated in Delaware with its primary address
                                         at 965 Atlantic Ave., #101, Alameda, CA 94501 (the “Borrower”);
	 	 
	(2)	RECYTE
                                         THERAPEUTICS, INC., a California corporation with its primary address at 965 Atlantic
                                         Ave., #101, Alameda, CA 94501 (“ReCyte”);
	 	 
	(3)	REVERSE
                                         BIOENGINEERING, INC, a Delaware corporation with its primary address at 965 Atlantic
                                         Ave., #101, Alameda, CA 94501 (“Reverse”); Reverse together with Recyte,
                                         each a “Guarantor” and together the “Guarantors”;
	 	 
	(4)	JUVENESCENCE
                                         LIMITED, a company incorporated in the British Virgin Islands with company number
                                         1925731 and its registered office at Craigmuir Chambers, Road Town, Tortola, British
                                         Virgin Islands (the “Lender”),



 


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


 


PRELIMINARY


 


This
Agreement shall set forth the terms and conditions upon which the Lender has agreed to provide a secured convertible facility
to the Borrower, not exceeding the aggregate principal amount of up to US$8,000,000 (eight million dollars) on the terms and conditions
set out in this Agreement.


 


OPERATIVE
PROVISIONS


 


	1	Interpretation
	 	 
	1.1	Definitions
                                         in this Agreement:



 


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


 


“Advance”
means each amount advanced or to be advanced by the Lender under this Agreement;


 


“Availability
Period” means the period starting on the date of this Agreement and ending on the date falling eighteen (18) months
after the date of this Agreement or, if earlier, on the date a Qualified Offering is consummated by the Borrower as contemplated
by Clause 7;


 


“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 Obligors 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 Obligors under this Agreement and the other
Facility Documents;


 


“Commitment”
means US$8,000,000;


 


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


 


“Conversion
Notice” has the meaning set out in Clause 8.2 below;


 


“Default”
means an Event of Default that remains uncured beyond any cure period provided in Clause 13.1;


 




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


 


“Drawdown
Shares” means 28,500 fully paid Shares issued to the Lender for nil consideration on the date the Lender has advanced
to the Borrower the first US$3,000,000 under this Agreement;


 


“Event
of Default” means any one of the events mentioned in Clause 13 (Events of Default) of this Agreement;


 


“Facility”
means the facility made available to the Borrower by the Lender under Clause 2 (The Facility) of this Agreement;


 


“Facility
Documents” means, collectively, this Agreement, 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 Agreement as amended from time to time;‎


 


“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) but excluding trade payables and similar obligations arising in the ordinary course of business;


 


“Initial
Drawdown” means the initial Advance of $500,000 requested by the Borrower and agreed by the Lender pursuant to Clause
3.1;


 


“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 any Obligor in accordance with the terms of the Security Agreement (including, without limitation, the notices
described in the foregoing (i), (ii) and (iii) which are required to be executed and delivered by the Obligors as a condition
of the Third Drawdown in accordance with the terms of the Security Agreement);


 


“Investment
Representations Schedule” means the representations and warranties made by the Lender in Part A and the Obligors in
Part B of Schedule 2 (Investment Representations) of this Agreement;


 


“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 Bulletin Board, 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 OTC Bulletin Board, 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 OTC Bulletin
Board, 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 OTC Bulletin Board, 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.;


 




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“Obligors”
means, collectively, the Borrower and each of the Guarantors. The term “Obligor” shall be a reference to any of the
Borrower or any Guarantor, individually;


 


“Outstanding
Amount” means the aggregate principal cash amount outstanding from time to time under this Agreement;


 


“Qualified
Offering” means the sale of Shares (or Units as contemplated by Clause 7.3) to third party investors in a bona fide
investment transaction in which the aggregate sales price to the Borrower of the Shares (or Units) sold in such offering, before
deduction of underwriting discounts and commissions, placement agent fees and offering expenses, is not less than US$10 million;


 


“Repayment
Date” means the day falling on the third anniversary of the date of this Agreement, unless repaid earlier, or, if such
day is not a Business Day, the next Business Day;


 


“Restructuring
Plan” means the plan outlining reductions in the number of employees and consultants to be implemented fully by 30 April
2020;


 


“Second
Drawdown” means the Advance pursuant to the Drawdown Notice delivered pursuant to Clause 3 that next succeeds the Initial
Drawdown, which the Parties currently expect to be in the sum of US$500,000 at or around April 15th 2020;


 


“Security
Agreement” means the Security and Pledge Agreement required to be executed and delivered as a condition of the Third
Drawdown in accordance with the terms of Clause 10.2 by and among the Obligors and the Lender, together with all schedules and
exhibits thereto as amended from time to time;


 


“Security
Agreements” refers to the Security Agreement and the IP Security Agreements, collectively;


 


“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 Agreement;


 


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


 


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


 


“Term”
means the period commencing the date of this Agreement and expiring on the Repayment Date;


 


“Termination
Notice” means a notice from the Lender to the Borrower given pursuant to Clause 13.2 terminating this Agreement and
the Facility;


 


“Third
Drawdown” means the Advance pursuant to the Drawdown Notice delivered pursuant to Clause 3 that next succeeds the Second
Drawdown, which the parties currently expect to be in the sum of US$1,000,000 at or around the end of April 2020;


 


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


 


“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 Clause 3.6 of this
Agreement and the Warrant Agreement;


 




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“Warrant
Agreement” means the Warrant Agreement executed as of the date of this Agreement and attached to this Agreement 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 Agreement to:



 


		(a)	any
                                         document is deemed to include a reference to such document 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 London 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
                                         – Clause headings shall not affect the meaning of that or any other provision.
	 	 
	2	The
                                         Facility
	 	 
	2.1	Subject
                                         to the terms and conditions of this Agreement, the Lender has agreed to make a secured
                                         convertible facility available to the Borrower of up to 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 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
                                         for any reason whatsoever.
	 	 
	2.2	Any
                                         amounts drawn down under the Facility will be used by the Borrower for the purpose of
                                         the Borrower’s research and development work, professional and administrative expenses,
                                         and for general working capital only (and shall be drawn-down in accordance with a budget
                                         agreed by the Parties from time-to-time). To enable the Parties 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. 
	 	 
	2.3	Other
                                         than the Initial Drawdown each Advance by the Lender shall be at its sole discretion.
                                         Each of the Parties however understands that the Second Drawdown will only be made available
                                         by the Lender where:



 


		(a)	the
                                         Board of Directors of the Borrower has approved (by formal Board resolution) a restructuring
                                         plan by April 15th 2020 and that plan is implemented before 30 April 2020;
                                         and
	 	 	 
		(b)	the
                                         restructuring plan will reduce total monthly base salaries for all employees of the Borrower
                                         (and its subsidiaries) to below $150,000, and consulting costs of the Borrower (and its
                                         subsidiaries) to below $10,000 per month, and no bonuses will be declared or paid for
                                         the 2019 financial year (and for the avoidance of doubt the reduction in base salaries
                                         and consulting fees will be contractual such that any employee or consultant transferred
                                         to part-time working can only have their contract thereafter changed after gaining written
                                         permission from the Lender); and



 




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		(c)	the
                                         Borrower makes no payments between March 31st, 2020 and April 15th, 2020,
                                         other than employee payroll and withholding taxes without first receiving written consent
                                         from the Lender, not to be unreasonably withheld.



 


	3	Drawings
	 	 
	3.1	Mechanics
                                         – Provided the conditions set forth in Clause 10 have been met by the Borrower,
                                         then on the execution of this Agreement by the Parties;



 


		(a)	the
                                         Borrower shall submit to the Lender the Drawdown Notice in respect of the Initial Drawdown
                                         in an amount no more than US$500,000 (which shall be unsecured until payment of the Third
                                         Drawdown);
	 	 	 
		(b)	on
                                         receipt of the Drawdown Notice at paragraph (a) above, the Lender shall make the Initial
                                         Drawdown Advance to the Borrower;



 


	3.2	Other
                                         than in respect of the Initial Drawdown all subsequent drawdown of funds (including the
                                         Second Drawdown) shall be subject to:



 


		(a)	the
                                         Lender’s written consent which shall only be provided after consultation between
                                         the Lender and the Borrower but determined in the Lender’s sole discretion;
	 	 	 
		(b)	the
                                         Lender receiving a duly completed Drawdown Notice from the Borrower not less than five
                                         (5) Business Days prior to the proposed drawdown date; and



 


	3.3	Other
                                         than in respect of the Initial Drawdown and the Second Drawdown, all subsequent drawdown
                                         of funds (including the Third Drawdown) shall be subject to the Lender and Obligors having
                                         executed the Security Agreements and such agreements, together with any Collateral-related
                                         filings referred to in Clause 10.2, remaining in full force and effect.
	 	 
	3.4	Subject
                                         to of the Lender’s right to refuse to make any Advance (at its sole discretion)
                                         as set out at Clause 2.1, the Lender shall make each additional Advance to the Borrower
                                         if:



 


		(a)	the
                                         Lender has received a duly completed Drawdown Notice from the Borrower;
	 	 	 
		(b)	the
                                         proposed drawdown date falls within the Availability Period;
	 	 	 
		(c)	no
                                         Termination Notice is served by the Lender within three (3) Business Days prior to the
                                         Drawdown Notice;
	 	 	 
		(d)	no
                                         Default has occurred and is continuing on the date the Drawdown Notice is received by
                                         the Lender or on the proposed drawdown date; and
	 	 	 
		(e)	the
                                         amount to be drawn down under the Drawdown Notice does not, unless otherwise agreed in
                                         writing by the Lender, exceed US$1,000,000 (and the aggregate amount drawn-down does
                                         not exceed the Commitment).



 


	3.5	Disbursement
                                         – Subject to the terms herein, the Lender shall make each Advance available
                                         to the Borrower by payment to the account specified in writing prior to the Initial Drawdown
                                         or in the relevant Drawdown Notice.



 




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	3.6	Warrants
                                         – As a condition of each Advance, on receipt of any funds advanced to the Lender
                                         under the terms of this Agreement, 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.


 


	3.7	Within
                                         10 days 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 Instrument. The delivery
                                         of Warrants with respect to the Initial Drawdown shall be subject to, and shall be made
                                         promptly following, receipt of any required approvals of the NYSE American Stock Exchange.
                                         The Company shall use its best efforts to obtain any such approvals as promptly as possible
                                         after execution of this Agreement. 
	 	 
	4	Draw-Down
                                         Shares and Interest
	 	 
	4.1	Interest
                                         Rate – No interest shall be charged on any sums outstanding under the Facility
                                         whatsoever as the Obligors hereby recognize and agree 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 Clause) impose (whether by contract or by statute)
                                         any obligation to pay interest, the Obligors hereby irrevocably and unconditionally expressly
                                         waive and reject any entitlement to recover interest from each other.
	 	 
	4.2	The
                                         Obligors recognize that the receipt and payment of interest is prohibited under Sharia
                                         and accordingly agree that if any claims for amounts due under this Agreement are made
                                         in a court of law and that court imposes an obligation to pay interest on the amounts
                                         being claimed, the Obligors hereby irrevocably and unconditionally expressly waive and
                                         reject 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	On
                                         the date the Lender has advanced to the Borrower the first US$3,000,000 under this Agreement
                                         the Borrower undertakes and covenants that it shall immediately issue to the Lender the
                                         Drawdown Shares as an arrangement fee for the Facility. The Drawdown Shares shall be
                                         issued as fully paid Shares ranking pari passu with the existing issued Shares
                                         of the Borrower.
	 	 
	5	Warranties
	 	 
	5.1	The
                                         Lender makes the representations as set out in Part A of Schedule 2 and the Obligors
                                         make the representations and warranties as set out in Part B of Schedule 2. The Parties
                                         agree and acknowledge that each Party has entered into this Agreement in reliance on
                                         the representations and warranties made by them respectively in Schedule 2. The warranties
                                         and representations shall be made by the Parties on the execution of this Agreement and
                                         shall be repeated by the Obligors on drawdown.
	 	 
	6	Repayment
	 	 
	6.1	The
                                         Borrower shall repay the Facility to the Lender on the earlier of:



 


		(a)	at
                                         borrower’s election, any date on or before the Repayment Date; or
	 	 	 
		(b)	in
                                         accordance with Clause 18.4 or in accordance with Clause 13.2 following an Event of Default.



 




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	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 Clause 7.6, into a number of fully paid
                                         and non-assessable Shares, subject to and determined as provided in Clause 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 Clause 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 Clause 7.6, 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 Clause 7.6, 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 Clause
                                         7.1: (a) the Availability Period shall terminate and the Lender will not be required
                                         to make any further Advances; and (b) at any time prior to the Repayment Date the Lender
                                         shall have the right to elect to receive, in its sole discretion, in lieu of any cash
                                         repayment of the Outstanding Amount, a number of Shares (or Units, if Units are sold
                                         in the Qualified Offering) equal to the Outstanding Amount being so repaid, divided by
                                         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. The Borrower shall give the Lender written notice five (5) Business
                                         Days prior to making any repayment of the Outstanding Amount under this Agreement in
                                         order to permit the Lender to make such an election. If the Lender does not elect to
                                         convert the Outstanding Amount to shares in accordance with this Clause 7.4 the Outstanding
                                         Amount shall be repayable in full on the Repayment Date (or earlier in accordance with
                                         the terms of this Agreement).
	 	 
	7.5	If
                                         under the rules of the NYSE American or any other stock exchange on which the Shares
                                         are listed (an “Applicable Exchange”), approval by the stockholders
                                         of the Borrower would be required in connection with the issuance of Shares or Units
                                         upon any conversion under this Clause 7, then unless and until such stockholder approval
                                         has been obtained, the maximum amount of the Outstanding Amount that may be converted
                                         into Shares or Units shall not exceed an amount that would result in the number of Shares
                                         (including Shares issued separately or as a part of a Unit) so issued (together with
                                         Shares issued upon the consummation of a Qualified Offering in the case of a conversion
                                         under Clause 7.1 or that is otherwise deemed by the Applicable Exchange to be in connection
                                         with the consummation of the Qualified Offering) exceeding 19.9% of the number of Shares
                                         outstanding immediately before such conversion (and before consummation of the Qualified
                                         Offering in the case of a conversion under Clause 7.1 or that is otherwise deemed by
                                         the Applicable Exchange to be in connection with the consummation of a Qualified Offering).
                                         To the extent any funds cannot be so converted as a result of the 19.9% cap such funds
                                         shall remain outstanding as loan funds in accordance with the terms of this Agreement.



 




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	8	Lender
                                         Conversion
	 	 
	8.1	At
                                         any time while funds under this Agreement 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 Clause 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	If
                                         under the rules of the NYSE American or any other stock exchange on which the Shares
                                         are listed (an “Applicable Exchange”), approval by the stockholders
                                         of the Borrower would be required in connection with the issuance of Shares upon any
                                         conversion under this Clause 8, then unless and until such stockholder approval has been
                                         obtained, the maximum amount of the Outstanding Amount that may be converted into Shares
                                         shall not exceed an amount that would result in the number of Shares so issued exceeding
                                         19.9% of the number of Shares outstanding immediately before such conversion. To the
                                         extent any funds cannot be so converted as a result of the 19.9% cap such funds shall
                                         remain outstanding as loan funds in accordance with the terms of this Agreement.
	 	 
	9	Tax
	 	 
	9.1	Withholdings
                                         – If at any time the Obligors are required by law to make any deduction or
                                         withholding from any payment due from the Obligors to the Lender, the Obligors 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
                                         Obligors 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
                                         Obligors 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.



 




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	10	Documentary
                                         Conditions Precedent to Initial Drawdown and Third Drawdown
	 	 
	10.1	This
                                         Agreement 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 Agreement. The Lender shall have received counterparts of this Agreement, duly
                                         executed by each of the Obligors, as well as the Lender.
	 	 	 
		(c)	The
                                         Lender shall have received (a) the Warrant Agreement in the form attached as Exhibit
                                         A to this Agreement, and (b) Amendment No. 1 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 Obligors.



 


	10.2	As
                                         a condition of the Third Drawdown, the Borrower shall deliver to the Lender the fully
                                         executed Security Agreements. In particular the Lender shall have received: (a) the Security
                                         Agreement and the IP Security Agreements, each duly executed by the applicable Obligors,
                                         (b) evidence satisfactory to the Lender that all filings or recordations necessary to
                                         perfect the Lender’s liens in the Collateral shall have been made or provisions
                                         for the filing thereof have been made immediately post-closing, (c) physical delivery
                                         of all original certificates evidencing Pledged Equity (as defined in the Security Agreement)
                                         and any original instrument required to be delivered pursuant to the Security Agreement,
                                         together with, in each case, an original transfer power duly executed in blank by the
                                         applicable Obligor with respect thereto.
	 	 
	11	Guarantee
                                         and Indemnity
	 	 
	11.1	Subject
                                         to, and effective upon, the Advance under the Third Drawdown, each Guarantor irrevocably
                                         and unconditionally jointly and severally:



 


		(a)	guarantees
                                         to the Lender the due and punctual payment and performance by the Borrower of all the
                                         Borrower’s obligations and liabilities under or in connection with this Agreement
                                         and the Facility Documents (as any such obligations and liabilities may from time to
                                         time be varied, novated, extended, increased or replaced);
	 	 	 
		(b)	undertakes
                                         with the Lender that whenever the Borrower does not pay any amount when due under or
                                         in connection with this Agreement and/or any Facility Document, that the Guarantors shall
                                         immediately on demand pay that amount to the Lender as if it were the principal obligor;
	 	 	 
		(c)	agrees
                                         with the Lender that if any obligation guaranteed by it is or becomes unenforceable,
                                         invalid or illegal, they will, as an independent and primary obligation, indemnify the
                                         Lender immediately on demand against any cost, loss or liability it incurs as a result
                                         of the Borrower not paying any amount which would, but for such unenforceability, invalidity
                                         or illegality, have been payable by it under this Agreement or a Facility Document on
                                         the date when it would have been due. The amount payable by the Guarantors under this
                                         indemnity will not exceed the amount it would have had to pay under this Clause 11 if
                                         the amount claimed had been recoverable on the basis of a guarantee; and



 




    	 	10	 



    	 



    

 


		(d)	undertakes
                                         to the Lender on the date of this Agreement and repeats on the date of each Drawdown
                                         Notice and actual drawdown:



 


		i.	that
                                         it is validly incorporated and is in good standing in the country and state of its incorporation;
	 	 	 
		ii.	it
                                         has complied with all material legal and regulatory requirements applicable to it; and
	 	 	 
		iii.	that
                                         it is not insolvent, unable to pay its debts within the meaning of the insolvency legislation
                                         applicable to the Guarantor concerned, that it has not stopped paying debts as they fall
                                         due, that it is not in negotiations with one or more of its creditors about anticipated
                                         financial difficulties, it is not in liquidation, administration, or bankrupt and that
                                         no resolution or decision has been made to place the Guarantor into liquidation, administration,
                                         conservatorship, ‎bankruptcy, assignment for the benefit of creditors, moratorium,
                                         rearrangement, receivership, ‎insolvency, reorganization (by way of voluntary arrangement,
                                         scheme of arrangement or otherwise), or similar laws in the United States or other ‎applicable
                                         jurisdictions to it from time to time.



 


	11.2	This
                                         guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable
                                         by any Guarantor under this Agreement or any Facility Document, regardless of any intermediate
                                         payment or discharge in whole or in part.
	 	 
	11.3	As
                                         a separate and independent stipulation and without prejudice to any other provision in
                                         this Agreement, all sums which may not be recoverable from the Guarantors whether by
                                         reason of any legal limitation, disability or incapacity on or of any Guarantor or any
                                         other fact or circumstance (and whether known to the Lender or not) shall nevertheless
                                         be recoverable from either Guarantor as sole or principal debtor and shall be paid by
                                         the Guarantors on demand in writing by the Lender.
	 	 
	11.4	If
                                         any discharge, release or arrangement (whether in respect of the obligations of any Obligor
                                         or any security for those obligations or otherwise) is made by the Lender in whole or
                                         in part on the basis of any payment, security or other disposition which is avoided or
                                         must be restored in insolvency, liquidation, administration or otherwise, without limitation,
                                         then the liability of each Guarantor under this Clause 11 will continue or be reinstated
                                         as if the discharge, release or arrangement had not occurred.
	 	 
	11.5	Each
                                         Guarantor waives any right it may have of first requiring the Lender to proceed against
                                         or enforce any other rights or security or claim payment from any person before claiming
                                         from the Guarantors under this Clause 11. This waiver applies irrespective of any law
                                         or any provision of any Facility Document to the contrary.
	 	 
	11.6	The
                                         obligations of each Guarantor under this Clause 11 will not be affected by an act, omission,
                                         matter or thing which, but for this Clause, would reduce, release or prejudice any of
                                         its obligations under this Clause 11 (without limitation and whether or not known to
                                         an Obligor) including:



 


		(a)	any
                                         time, waiver or consent granted to, or composition with, any Obligor or other person;
	 	 	 
		(b)	the
                                         release of any Obligor under the terms of any composition or arrangement with any creditor
                                         of any member of its group;
	 	 	 
		(c)	the
                                         taking, variation, compromise, exchange, renewal or release of, or refusal or neglect
                                         to perfect, take up or enforce, any rights against, or security over assets of, any Obligor
                                         or other person or any non-presentation or non-observance of any formality or other requirement
                                         in respect of any instrument or any failure to realise the full value of any security;
	 	 	 
		(d)	any
                                         incapacity or lack of power, authority or legal personality of or dissolution or change
                                         in the members or status of an Obligor or any other person;
	 	 	 
		(e)	any
                                         amendment, novation, supplement, extension, restatement (however fundamental and whether
                                         or not more onerous) or replacement of this Agreement and/or the Facility Documents or
                                         any other document or security including without limitation any change in the purpose
                                         of, any extension of or any increase in any facility or the addition of any new facility;



 




    	 	11	 



    	 



    

 


		(f)	any
                                         unenforceability, illegality or invalidity of any obligation under this Agreement and
                                         any Facility Document; or
	 	 	 
		(g)	any
                                         insolvency or similar proceedings.



 


	11.7	Until
                                         all amounts which may be or become payable by the Obligors under or in connection with
                                         this Agreement and the Facility Documents have been irrevocably paid in full, no Guarantor
                                         will exercise any rights which it may have by reason of performance by it of its obligations
                                         under this Agreement and/or the Facility Documents or by reason of any amount being payable,
                                         or liability arising, under this Clause 11 including:



 


		(a)	to
                                         be indemnified by an Obligor;
	 	 	 
		(b)	to
                                         take the benefit (in whole or in part and whether by way of subrogation or otherwise)
                                         of any rights of the Lender under this Agreement and/or the Facility Documents or of
                                         any other guarantee or security taken pursuant to, or in connection with, this Agreement
                                         and/or the Facility Documents;
	 	 	 
		(c)	to
                                         bring legal or other proceedings for an order requiring any Obligor to make any payment,
                                         or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking
                                         or indemnity under Clause 11.1;
	 	 	 
		(d)	to
                                         exercise any right of set-off against any Obligor; and/or
	 	 	 
		(e)	to
                                         claim or prove as a creditor of any Obligor in competition with the Lender.



 


If
a Guarantor receives any benefit, payment or distribution in relation to such rights, it shall hold that benefit, payment or distribution
to the extent necessary to enable all amounts which may be or become payable to the Lender by the Obligors under or in connection
with this Agreement and/or the Facility Documents to be repaid in full on trust for the Lender and shall promptly pay or transfer
the same to the Lender or as the Lender may direct.


 


	11.8	This
                                         guarantee is in addition to and is not in any way prejudiced by any other guarantee or
                                         security now or subsequently held by the Lender.
	 	 
	11.9	Each
                                         Guarantor shall, on demand by the Lender, execute whatever documents the Lender may reasonably
                                         require in order to carry out the intent and purposes of its obligations under this Clause
                                         11.
	 	 
	11.10	For
                                         the avoidance of doubt, no Guarantor shall have any obligation under this Clause 11 until
                                         the making of the Advance under the Third Drawdown.
	 	 
	12	Covenants
                                         of the Obligors
	 	 
	12.1	Covenants
                                         – Within five (5) Business Days of execution of this Agreement, the Borrower
                                         covenants to furnish the Lender with detailed monthly cash expenditure forecasts for
                                         the month of April 2020. 
	 	 
	12.2	Each
                                         of the Obligors respectively covenant that they shall not make any payments whatsoever
                                         from the date of execution of this Agreement until April 3rd 2020 without
                                         the Lender’s written consent.



 




    	 	12	 



    	 



    

 


	12.3	At
                                         all times while any funds under this Agreement are outstanding, the Obligors covenant
                                         that they shall not (without the prior written consent of the Lender), borrow any funds,
                                         grant or create or attempt to create or permit to subsist any mortgage, guarantee, charge,
                                         lien (other than a lien arising in the ordinary course of business by operation of law)
                                         or other encumbrance, trust agreement, declaration of trust, or trust arising by operation
                                         of law over or in respect of its or their assets (including the Collateral and all other
                                         assets covered by the Security Agreement), unless and until all funds advanced by the
                                         Lender pursuant to (i) the terms of this Agreement; and (ii) the loan agreement between
                                         the Lender and the Borrower dated August 13, 2019, have been repaid in full by the Borrower
                                         to the Lender. For the avoidance of doubt, the Obligors shall only be entitled 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 written consent of the Lender (not to be unreasonably withheld)



 


	12.4	The
                                         Obligors respectively acknowledge and agree that if any of the covenants in this Clause
                                         12 are breached by any Obligor, it shall constitute an Event of Default under Clause
                                         13.
	 	 
	13	Events
                                         of Default
	 	 
	13.1	Events
                                         – Each of the following will be an Event of Default:



 


		(a)	Payment
                                         – the Obligors fail to pay any amount payable by it in the manner and at the
                                         time provided under and in accordance with this Agreement or any other Facility Document
                                         and the failure is not remedied within ten (10) Business Days following the date the
                                         payment was to be made;
	 	 	 
		(b)	Obligations
                                         – if the Obligors fail to perform any of their covenants or obligations or
                                         fail to satisfy any of the conditions under this Agreement or any other Facility Document
                                         and, such failure (if capable of remedy) remains unremedied to the satisfaction of the
                                         Lender for ten (10) Business Days after notice requiring its remedy has been given by
                                         the Lender to the Borrower;
	 	 	 
		(c)	Other
                                         Indebtedness – if any Indebtedness of an Obligor in excess of US$100,000 becomes
                                         due and payable or capable of being declared due and payable prior to its due date or
                                         any Indebtedness of an Obligor in excess of US$25,000 is not paid on its due date;
	 	 	 
		(d)	Carrying
                                         on Business – if the Obligors stop 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 any of the Obligors are in liquidation or administration or subject to
                                         any other insolvency procedure (including Chapter 11, Title 11 of the United States Bankruptcy
                                         Code) in any jurisdiction (other than a proceeding instituted by Lender or an affiliate
                                         of Lender), or a receiver, manager, trustee, custodian or analogous officer is appointed
                                         in respect of all or any material part of its property or assets and such appointment
                                         continues undischarged or unstayed for a period of sixty (60) days;
	 	 	 
		(f)	Illegality
                                         – if it becomes unlawful for the Obligors to perform all or any of its obligations
                                         under this Agreement 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 Obligors to comply with its obligations under this Agreement
                                         or to carry on its business is not obtained or, having been obtained, is modified in
                                         a manner that precludes the Obligors 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
                                         Obligors if such process is not released, vacated or fully bonded within sixty (60) calendar
                                         days after its issue or levy;



 




    	 	13	 



    	 



    

 


		(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 Obligors to carry on their business
                                         or to pay amounts owed to Lender under this Agreement; and
	 	 	 
		(i)	Transfer
                                         of Assets – if any Obligor, 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, other than (i) any sale, assignment, transfer
                                         or other disposition of assets from one Obligor to another, (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 Obligors’ business, could not reasonably be expected to have a material adverse
                                         effect and does not result ‎from an Obligor’s default, and (iv) any sale, lease,
                                         license, consignment, transfer or other disposition of assets 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 Facility 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 Facility Document pursuant to which a lien is granted
                                         by any Obligor in favour 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 Facility Document pursuant to which a lien is granted by any Obligor in
                                         favour of the Lender shall be contested by any Obligor thereto, (iv) any Obligor shall
                                         assert that its obligations under this Agreement or any other Facility 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 Obligors
                                         which, in the opinion of the Lender, materially and adversely affects, or is reasonably
                                         likely so to affect, the ability of the Obligors to perform any of its obligations under
                                         this Agreement.
	 	 	 
		(l)	Misrepresentation
                                         – if any representation, warranty or statement made, repeated or deemed made
                                         by the Obligors in this Agreement, or pursuant to the Facility Documents is incomplete,
                                         untrue, incorrect or misleading in any material respect when made, repeated or deemed
                                         made.
	 	 	 
		(m)	Cessation
                                         of business – if any or all of the Obligors suspend or cease to carry on (or
                                         threatens to suspend or cease to carry on) all or a material part of its or their business.



 


	13.2	Remedies
                                         – While an Event of Default is continuing and provided it has not been remedied
                                         in ten (10) Business Days following notice of the Default given by the Lender to the
                                         Borrower, 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 Obligors under this Agreement to be immediately due and payable and
                                         the same will become so due and payable;
	 	 	 
		(b)	by
                                         notice to the Borrower, declare the outstanding balance of the Commitment to be immediately
                                         reduced to zero and the same will be so reduced; and
	 	 	 
		(c)	exercise
                                         any remedies available to the Lender under the Security Agreement, the other Facility
                                         Documents, and/or applicable law.



 




    	 	14	 



    	 



    

 


	14	Liability
	 	 
	14.1	General
                                         Costs – The Obligors will from time to time on demand reimburse the Lender
                                         for all reasonable costs and expenses (including reasonable legal fees) and any VAT chargeable
                                         on them incurred in the preservation and enforcement of this Agreement.
	 	 
	14.2	Stamp
                                         duties – The Obligors will pay on demand all stamp and other duties and Taxes,
                                         if any, to which this Agreement 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 Obligors to pay any such duties or Taxes.
	 	 
	14.3	Default
                                         – In the event of any lawsuit or other action to enforce any right or remedy
                                         of Lender under this Agreement, or to resolve any dispute arising from or in connection
                                         with this Agreement, the prevailing party shall be entitled to recover its costs and
                                         expenses of such lawsuit or proceeding, including without limitation, reasonable attorneys’
                                         fees.
	 	 
	14.4	Liability
                                         – The Lender shall have no liability whatsoever to any Obligor should it deliver
                                         a Termination Notice under Clause 13.2 of this Agreement (in particular it shall have
                                         no liability to fund or pay any costs or liabilities incurred by any Obligor prior to
                                         the date of the Termination Notice where such costs and liabilities were incurred by
                                         such Obligor in reliance on the availability of funds under this Agreement).
	 	 
	15	Payments
	 	 
	15.1	Currency
                                         – The Obligors shall discharge each obligation in the currency in which it
                                         is due under this Agreement. If at any time the Lender receives any payment (including
                                         by set-off) referable to any of the liabilities of the Obligors under this Agreement
                                         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	Indemnity
                                         – If a payment is made under a court order and is treated as a payment of an
                                         amount which falls short of the relevant liability of the Obligors expressed in the currency
                                         in which it is due, the Obligors as a separate and independent obligation shall on demand
                                         from time to time indemnify the Lender against such shortfall.
	 	 
	15.3	Funds
                                         – All payments made by any Obligors 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 Agreement 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 Obligors may also
                                         be sent to a place of business for it last known to the Lender or delivered to one of
                                         its officers.



 


	To
    the Lender: 	Juvenescence
    Limited
	 	Fourth
    Floor, Viking House
	 	Nelson
    Street
	 	Isle
    of Man IM1 2AH
	 	Attention:
    Gregory Bailey
	 	Email:
    greg@juvenescence.ltd
	 	 
	To
    the Borrower or	 
	the
    Guarantors:	[c/o]
    AgeX Therapeutics, Inc.
	 	965
    Atlantic Avenue, Suite 101
	 	Alameda,
    California 94501
	 	Attention:
    Russell Skibsted, Chief Financial Officer
	 	Email:
    rskibsted@agexinc.com


 




    	 	15	 



    	 



    

 


	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 transfer any of its rights to payment but not its
                                         obligations under this Agreement.
	 	 
	17.2	No
                                         transfer by Obligors – No Obligor may transfer any of its rights or obligations
                                         under this Agreement.
	 	 
	18	Miscellaneous
	 	 
	18.1	Costs
                                         and Expenses – The Obligors shall respectively be responsible for their own
                                         costs in relation to the preparation and execution of this Agreement and shall pay the
                                         reasonable and proper costs of the Lender in preparing and finalising this Agreement.
	 	 
	18.2	Delays
                                         – The rights and powers of the Lender under this Agreement 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 Agreement 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 the Outstanding Amount 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 Obligors will
                                         repay the Outstanding Amount and pay to the Lender all other sums owed by the Obligors
                                         under this Agreement, all on such date as the Lender may reasonably specify.



 


	18.5	Entire
                                         Agreement



 


This
Agreement, together with the other Facility Documents, constitutes the entire agreement between the parties 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 Agreement shall
terminate and the Borrower shall be forever released from its obligations under this Agreement, except to the extent that any
obligations of the Borrower under Clauses 9 (Tax), 14 (Liability), 15 (Payments) and 18 (Miscellaneous) shall survive such termination
and remain be valid and effective.


 


	19	Counterparts



 


This
Agreement may be executed in any number of counterparts, which shall together constitute one agreement. Any party may enter into
this Agreement by signing any such counterpart. This Agreement 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 Agreement 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.


 




    	 	16	 



    	 



    

 


	20	Law
                                         and Jurisdiction
	 	 
	20.1	Law
                                         - This Agreement and any dispute or claim (including non-contractual disputes or
                                         claims) arising out of or in connection with it or its subject matter or formation shall
                                         be governed by and construed in accordance with the law of England and Wales
	 	 
	20.2	Jurisdiction
                                         – For the exclusive benefit of the Lender, the parties irrevocably agree that
                                         the Courts of England are to have jurisdiction to settle any dispute arising from or
                                         in connection with this Agreement or relating to any non-contractual obligations arising
                                         from or in connection with this Agreement.
	 	 
	20.3	Nothing
                                         contained in this clause shall limit the right of the Lender to commence any proceedings
                                         against the Obligors in any other court of competent jurisdiction nor shall the commencement
                                         of any proceedings against the Obligors in one or more jurisdictions preclude the commencement
                                         of any proceedings in any other jurisdiction, whether concurrently or not.
	 	 
	20.4	Each
                                         of the Obligors irrevocably waives any objection which it may now or in the future have
                                         to the laying of the venue of any proceedings in any court referred to in this clause,
                                         and any claim that those proceedings have been brought in an inconvenient or inappropriate
                                         forum and irrevocably agrees that a judgement in any proceedings commenced in any such
                                         court shall be conclusive and binding on it and may be enforced in the courts of any
                                         other jurisdiction.



 




    	 	17	 



    	 



    

 


IN
WITNESS whereof these presents consisting of this and the preceding pages and the Schedules are executed as a deed as follows.


 


	Executed
    and Delivered as a Deed by	 	/s/ Gregory Bailey
	 	 	 	 
	JUVENESCENCE
    LIMITED, acting by	 	Director
	 	 	 	 
	GREGORY
    BAILEY, a director in the	 	 
	 	 	 	 
	presence
    of:	 	 
	 	 	 	 
	/s/
                                         Daivd Ellam



	 	 
	 	 	 	 
	Witness
    Signature	 	 
	 	 	 	 
	Witness
    Name:	David
    Ellam	 	 
	 	 	 	 
	Witness
    Address: 	#6,
    TN15 7BW, UK	 	 
	 	 	 	 
	Executed
    and Delivered as a Deed by	 	/s/ Michael
                                         D. West




	 	 	 	 
	AGEX
    THERAPEUTICS INC., in accordance 	 	Director
	 	 	 	 
	with
    the laws of Delaware by	 	 
	 	 	 	 
	RUSSELL
    SKIBSTED, Chief Financial Officer	 	 
	 	 	 	 
	in
    the presence of:	 	 
	 	 	 	 
	/s/ Russell Skibsted	 	 
	 	 	 	 
	Witness
    Signature	 	 
	 	 	 	 
	Witness
    Name: 	Russell Skibsted



	 	 
	 	 	 	 
	Witness
    Address: 	965 Atlantic Ave., Suite 101, Alameda, CA 94501	 	 


 




    	 	18	 



    	 



    

 


	Executed
    and Delivered as a Deed by	 	
	 	 	 	 
	RECYTE
    THERAPEUTICS INC., in accordance 	 	Director
	 	 	 	 
	with
    the laws of California by	 	 
	 	 	 	 
		(NAME)	 	 
	 	 	 	 
	in
    the presence of:	 	 
	 	 	 	 
		 	 
	 	 	 	 
	Witness
    Signature	 	 
	 	 	 	 
	Witness
    Name: 		 	 
	 	 	 	 
	Witness
    Address: 		 	 
	 	 	 	 
	Executed
    and Delivered as a Deed by	 	
	 	 	 	 
	REVERSE
    BIOENGINEERING INC., in accordance	 	Director
	 	 	 	 
	with
    the laws of California by	 	 
	 	 	 	 
		(NAME)	 	 
	 	 	 	 
	in
    the presence of:	 	 
	 	 	 	 
		 	 
	 	 	 	 
	Witness
    Signature	 	 	 
	 	 	 	 
	Witness
    Name: 		 	 
	 	 	 	 
	Witness
    Address: 		 	 


 




    	 	19	 



    	 



    

 


Schedule
– Part 1 Form of Drawdown Notice


 


To:
JUVENESCENCE LIMITED From: AGEX THERAPEUTICS INC.


 


Date:
[●]


 


Dear
Sirs


 


Secured
Convertible Facility Agreement dated [●] (the “ Agreement”)


 


We
refer to the Agreement. Terms defined in the Agreement have the same meaning in this notice.


 


This
is a Drawdown Notice.


 


We
request the following Advance: Amount of Proposed Advance: [•] Proposed drawdown date: [●]


 


Please
credit the Advance to the following account: [●]


 


As
at the date of this notice no Default is continuing or will occur as a result of the draw down of this Advance.


 


Yours
faithfully


 


	Name:	                  	 
	 	 	 
	Chief
    Financial Officer [or Chief Executive Officer]	 
	 	 	 
	AGEX
    THERAPEUTICS INC.	 


 




    	 	20	 



    	 



    

 


Schedule
2


 


Investment
Representations


 


	1.	Terms
                                         defined in the Agreement have the same meaning in this notice. In accordance with clause
                                         5 of this Agreement, the Lender makes the following warranties and representations, given
                                         as of the date of the Agreement in connection with the Facility and its acquisition of
                                         the Warrants and Drawdown Shares:



 


Part
A


 


		1.1	The
                                         Lender is a duly incorporated company validly existing under the laws of its jurisdiction
                                         of incorporation;
	 	 	 
		1.2	The
                                         Lender has the power to enter into, deliver and perform, and has taken all necessary
                                         actions to authorise its entry into, delivery and performance of this Agreement and the
                                         Facility Documents and the transactions contemplated by them.
	 	 	 
		1.3	The
                                         Lender has made such investigation of the Borrower as the Lender deemed appropriate for
                                         determining to acquire (and thereby make an investment in) the Warrants and Drawdown
                                         Shares, and in making such investigation, the Lender has had access to such financial
                                         and other Information concerning the Borrower as the Lender requested.
	 	 	 
		1.4	The
                                         Lender understands that the Warrants and shares of common stock issuable upon the exercise
                                         of the Warrants (“Warrant Shares”) and the Drawdown Shares are being
                                         offered and sold without registration under the Securities Act of 1933, as amended (the
                                         “Securities Act”), or registration or qualification under the California
                                         Corporate Securities Law of 1968, as amended, or under the securities laws of any other
                                         state, country, or other jurisdiction in reliance upon the exemptions from such registration
                                         and qualification requirements for nonpublic offerings.
	 	 	 
		1.5	The
                                         Lender understands that (i) the Warrants, and any Warrant Shares issued upon exercise
                                         of Warrants, and the Drawdown Shares may not to be sold, offered for sale or transferred
                                         by the Lender unless subsequently registered under the Securities Act and applicable
                                         state securities laws, or unless sold or transferred pursuant to an exemption from such
                                         registration, and (ii) Warrants, Warrant Shares, and Drawdown Shares will carry a legend
                                         to such effect.
	 	 	 
		1.6	The
                                         Lender is acquiring the Warrants, Warrant Shares issued upon exercise of Warrants, and
                                         the Drawdown Shares solely for the Lender’s own account, for long-term investment
                                         purposes, and not with a view to, or for sale in connection with, any public distribution
                                         of the Warrants, Warrant Shares, or Drawdown Shares.
	 	 	 
		1.7	The
                                         Lender is an “accredited investor” as defined in Rule 501 under the Securities
                                         Act and is not a “U.S. Person” under Regulation S under the Securities Act.
	 	 	 
		1.8	The
                                         Lender agrees to keep the Draft Annual Financial Statements confidential until the Borrower
                                         files its Annual Report on Form 10-K for the year ended December 31, 2019, and to keep
                                         the Interim Financial Statements confidential until the Borrower files the Quarterly
                                         Report on Form 10-Q for the three months ending March 31, 2020.



 


	2.	In
                                         accordance with clause 5 of this Agreement, the Obligors respectively make the following
                                         warranties and representations given as of the date of the Agreement in connection with
                                         the Facility and the Borrower’s issuance of the Warrants and Drawdown Shares:



 


Part
B


 


		2.1	The
                                         Obligors are all duly incorporated companies validly existing and in good standing under
                                         the laws of their jurisdiction of incorporation and each respectively has the power to
                                         own their assets and carry on their business as it is being conducted.



 




    	 	21	 



    	 



    

 


		2.2	The
                                         Obligors have the power to enter into, deliver and perform, and have taken all necessary
                                         actions to authorise their entry into, delivery and performance of this Agreement and
                                         the Facility Documents.
	 	 	 
		2.3	No
                                         limit on the powers of the Obligors will be exceeded as a result of the borrowing or
                                         granting of security contemplated by this Agreement and the Facility Documents.
	 	 	 
		2.4	No
                                         litigation, arbitration or administrative proceedings are taking place, pending or, threatened
                                         against it, any of its directors or any of its assets, which might reasonably be expected
                                         to have a material adverse effect on their respective business, assets or condition,
                                         or its ability to perform its obligations under this Agreement and the Facility Documents.
	 	 	 
		2.5	Each
                                         Obligor warrants that it has no existing third party encumbrances including but not limited
                                         to mortgages, guarantees, charges, liens or other encumbrances, trust agreement, declaration
                                         of trust, or trust arising by operation of law over any of its assets which are the subject
                                         of this Agreement and the Facility Documents.
	 	 	 
		2.6	Each
                                         Obligor warrants that all of its existing and pending Intellectual Property (as defined
                                         and subject to the Security Agreements) is registered, is in good standing, does not
                                         infringe any third party Intellectual Property and that each Obligor respectively is
                                         in possession of all legal and regulatory consents, licenses and permissions it requires
                                         to enable it to satisfy its obligations under this Agreement and the Facility Documents.
	 	 	 
		2.7	The
                                         Borrower has delivered to the Lender a draft copy of its Annual Report on Form 10-K to
                                         be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange
                                         Act”) containing the following consolidated draft financial statements of the
                                         Borrower and its subsidiaries (the “Draft Annual Financial Statements”):
                                         (a) draft balance sheets as at December 31, 2019 and 2018; and (b) draft statements
                                         of operations, comprehensive loss, cash flow, and stockholders’ equity as of December
                                         31, 2019 and 2018. The Draft Annual Financial Statements have been prepared in accordance
                                         with generally accepted accounting principles consistently applied and are subject to
                                         final adjustments and revisions, which the Borrower does not expect to be material, before
                                         being filed with the Borrower’s Annual Report on Form 10-K under the Exchange Act
                                         for the year ended December 31, 2019.
	 	 	 
		2.8	The
                                         Borrower has delivered to the Lender a draft copy of the following condensed interim
                                         consolidated financial statements of the Borrower and its subsidiaries (the “Interim
                                         Financial Statements”): (a) a balance sheet as at January 31, 2020: and (b)
                                         statements of operations, comprehensive loss, cash flow, and stockholders’ equity
                                         as of January 2020 and 2019. The Interim Financial Statements have been prepared in accordance
                                         with generally accepted accounting principles consistently applied and are subject to
                                         final adjustments and revisions, which the Borrower does not expect to be material.



 




    	22



     


    

 





EXHIBIT
A


 


THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER APPLICABLE
STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE EXERCISED, SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THIS WARRANT OR ANY COMMON STOCK OR OTHER SECURITIES ISSUABLE UPON
EXERCISE OF THIS WARRANT MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.


 


VOID
AFTER 5:00 P.M. NEW YORK TIME ON THE EXPIRATION DATE


 


	Certificate
    No.	Warrant
    to Purchase
	 	 
	Issue
    Date: [               ]	[Insert
    number of Shares]
	 	 
	 	Shares
    of Common Stock


 


AGEX
THERAPEUTICS, INC.


 


COMMON
STOCK PURCHASE WARRANTS


 


This
certifies that, for value received, or its registered assigns (the “Holder”), is entitled to purchase from AgeX Therapeutics,
Inc., a Delaware corporation (the “Company”), at a purchase price per share of [ ] Dollars and [ ] cents ($[ ]) (the
“Warrant Price”), [_____________ (_______)] shares of its Common Stock, par value $0.0001 per share (the “Common
Stock”). The number of shares purchasable upon exercise of the Common Stock Purchase Warrants (the “Warrants”)
and the Warrant Price are subject to adjustment from time to time as set forth in the Warrant Agreement referred to below. Outstanding
Warrants not exercised prior to 5:00 p.m., New York time, on the third anniversary of the original issue date hereof (the “Expiration
Date”) shall thereafter be void.


 


Subject
to restriction specified in the Warrant Agreement, Warrants may be exercised in whole or in part on or after the date hereof by
presentation of this Warrant Certificate with the Exercise Notice on the reverse side hereof duly executed, and simultaneous payment
of the Warrant Price (or as otherwise set forth in Section 6.4 of the Warrant Agreement) at the principal office of the Company
(or if a warrant agent is appointed, at the principal office of the warrant agent). Payment of the Warrant Price shall be made
by bank wire transfer to the account of the Company or by bank cashier’s check as provided in Section 3.1 of the Warrant
Agreement. As provided in the Warrant Agreement, the Warrant Price and the number or kind of shares which may be purchased upon
the exercise of the Warrant evidenced by this Warrant Certificate are, upon the happening of certain events, subject to modification
and adjustment.


 




    	23



     


    

 


This
Warrant Certificate is issued under and in accordance with a Warrant Agreement dated as of March [●], 2020 (the “Warrant
Agreement”), and is subject to the terms and provisions contained in the Warrant Agreement, to all of which the Holder of
this Warrant Certificate by acceptance of this Warrant Certificate consents. A copy of the Warrant Agreement may be obtained by
the Holder hereof upon written request to the Company.


 


Upon
any partial exercise of the Warrant evidenced by this Warrant Certificate, there shall be issued to the Holder hereof a new Warrant
Certificate in respect of the shares of Common Stock as to which the Warrant evidenced by this Warrant Certificate shall not have
been exercised to the extent provided in the Warrant Agreement. This Warrant Certificate may be exchanged at the office of the
Company (or the warrant agent, if appointed) by surrender of this Warrant Certificate properly endorsed either separately or in
combination with one or more other Warrant Certificates for one or more new Warrant Certificates evidencing the right of the Holder
thereof to purchase the aggregate number of shares as were purchasable on exercise of the Warrants evidenced by the Warrant Certificate
or Certificates exchanged. No fractional shares will be issued upon the exercise of any Warrant, but the Company will pay the
cash value thereof determined as provided in the Warrant Agreement. This Warrant Certificate is transferable at the office of
the Company (or the warrant agent, if appointed) in the manner and subject to the limitations set forth in the Warrant Agreement.


 


The
Holder hereof may be treated by the Company, the warrant agent (if appointed), and all other persons dealing with this Warrant
Certificate as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby,
or to the transfer hereof on the books of the Company, any notice to the contrary notwithstanding, and until such transfer on
such books, the Company (and the warrant agent, if appointed) may treat the Holder hereof as the owner for all purposes.


 


Neither
the Warrant nor this Warrant Certificate entitles any Holder to any of the rights of a stockholder of the Company.


 




    	24



     


    

 


[This
Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the warrant agent.]*


 


	DATED:	 	 	 
	 	 	 	 	 
	 	 	 	AGEX
    THERAPEUTICS, INC.
	 		 	 	 
	(Seal)	 	By:	                     
	 	 	 	 	 
	 	 	 	Title:	 
	 	 	 	 	 
	Attest:	 	 	 	 
	[COUNTERSIGNED:	 	 	 
	WARRANT
    AGENT	 	 	 
	 	 	 	 	 
	By:	                             	]*	 	 
	 	 	 	 	 
	Authorized
    Signature	 	 	 
	 	 	 	 


 


	*	To
    be part of the Warrant only after the appointment of a warrant agent pursuant to the Warrant Agreement.


 




    	25



     


    

 


FORM
OF EXERCISE NOTICE


 


(To
be executed upon exercise of Warrant)


 


To
AgeX Therapeutics, Inc.:


 


The
undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant Certificate for, and
to purchase thereunder, _______ shares of Common Stock, as provided for therein, and tenders herewith payment of the Warrant Price
in full in the form of a bank wire transfer to the account of the Company or by bank cashier’s check in the amount of $______________.


 


The
undersigned hereby represents that (check any that apply):


 


☐
The undersigned is an “accredited investor” as defined in Rule 501 under the Securities Act.


 


☐
The undersigned is not a “U.S. person” as defined in Rule 902 under the Securities Act.


 


Please
issue a certificate or certificates for such shares of Common Stock in the name of, and pay any cash for any fractional share
to:


 


____________________________________





(Please
Print Name)


 


____________________________________





(Please
Print Address)


 


____________________________________


(Social
Security Number or


Other
Taxpayer Identification Number)


 


____________________________________





(Signature)


 


	NOTE:	The
    above signature should correspond exactly with the name on the face of this Warrant Certificate or with the name of the assignee
    appearing in the assignment form below.


 


And,
if said number of shares shall not be all the shares purchasable under the within Warrant Certificate, a new Warrant Certificate
is to be issued in the name of said undersigned for the balance remaining of the share purchasable thereunder, to the extent provided
in the Warrant Agreement, less any fraction of a share paid in cash.


 




    	26



     


    

 


ASSIGNMENT


 


(To
be executed only upon assignment of Warrant Certificate)


 


For
value received, _____________ hereby sells, assigns and transfers unto _______________ the within Warrant Certificate, together
with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ attorney, to
transfer said Warrant Certificate on the books of the within-named Company, with full power of substitution in the premises.


 


Dated:___________________


 


_______________________________


(Signature)


 


	 	NOTE:	The
    above signature should correspond exactly with the name on the face of this Warrant Certificate.


 




    	27