Exhibit
10.26


 





March
30, 2020


 


AMENDMENT
NO. 1


 


TO


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Amendment No. 1, dated as of March 30, 2020 (the “Amendment”), is entered into by and between AgeX Therapeutics,
Inc., a California corporation (the “Company”) and Juvenescence Limited, a company incorporated in the British
Virgin Islands (“Holder”). Capitalized terms used in this Amendment and not otherwise defined herein shall
have the meanings ascribed thereto in the “Registration Rights Agreement” (as defined below) as amended hereby.


 


WHEREAS,
the Company and Holder are parties to that certain Registration Rights Agreement dated as of August 13, 2019 (the “Registration
Rights Agreement”);


 


WHEREAS,
the Company and Holder are entering into a new Secured Convertible Facility Agreement dated as of the date hereof providing for
a secured loan facility to the Company in the aggregate principal amount of up to US$8,000,000, subject to the terms and conditions
outlined therein (the “2020 Loan Agreement”);


 


WHEREAS,
in connection with entering into the 2020 Loan Agreement, subject to the terms and conditions outlined therein, the Company has
agreed (a) to issue certain shares of common stock, par value $0.0001 per share, of the Company to Holder, and (b) to issue certain
warrants to Holder pursuant to the terms of a Warrant Agreement dated as of the date of this Amendment by and between the Company
and Holder; and


 


WHEREAS,
the Company and Holder have agreed to amend the Registration Rights Agreement as provided herein in order to include the aforementioned
shares of common stock, warrants and shares of common stock issuable upon exercise of the warrants as “Registrable Securities”
thereunder.


 


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


 


1.
Amendment to Registration Rights Agreement.


 


1.1.
Section 1(e) of the Registration Rights Agreement is hereby deleted and replaced with the following:


 


(e)
“Loan Agreement” means the Loan Facility Agreement between the Company and Holder, dated August 13, 2019.


 




    	 



    	 



    

 


1.2.
Sections 1(g) through 1(i) of the Registration Rights Agreement are hereby deleted and replaced in their entirety with
the following:


 


(g)
“Second Loan Agreement” means the Secured Convertible Facility Agreement between the Company, as borrower thereunder,
Holder, as lender thereunder, and the subsidiaries of the Company named therein, as guarantors, dated as of the date of this Amendment.


 


(h)
“Shares” means, collectively, (i) 19,000 shares of common stock, par value $0.0001 per share, of the Company
issued by the Company upon the Company’s first draw down from the credit line under the Loan Agreement, and (ii) 28,500
shares common stock, par value $0.0001 per share, of the Company to be issued by the Company upon the satisfaction of the conditions
set forth under the Second Loan Agreement.


 


(i)
“Warrants” means, collectively, (i) up to 150,000 common stock purchase warrants governed by that certain Warrant
Agreement between and among the Company and Holder dated August 13, 2019, and (ii) those common stock purchase warrants governed
by that certain Warrant Agreement between and among the Company and Holder dated as of the date of this Amendment, to be issued
in accordance with Clause 3.6 of the Second Loan Agreement at the time of each Advance (as defined in such agreement), in each
case as such number may be adjusted pursuant to the terms thereof.


 


(j)
“Warrant Shares” means shares of common stock, par value $0.0001 per share, of the Company issuable by the
Company pursuant to the exercise of Warrants.


 


2.
Effect. Except as specifically amended by this Amendment, the Registration Rights Agreement shall remain in full force
and effect and is hereby ratified and confirmed.


 


3.
Governing Law. This Amendment shall be governed in all respects by the laws of the State of California, as applied to contracts
entered into in California between California residents and to be performed entirely within California.


 


4.
Counterparts. This Amendment may be executed in any number of counterparts (including by separate counterpart signature
pages), each of which shall be an original, but all of which together shall constitute one instrument. Any counterpart of this
Agreement may be signed by electronic or facsimile, and such electronic or facsimile signature shall be deemed an original signature.


 


[signature
page follows]


 




    	 



    	 



    

 


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


 


	COMPANY:	 
	 	 	 
	AGEX
    THERAPEUTICS, INC.	 
	 	 	 
	By:
    	/s/ Russell Skibsted	 
	 	Russell
    Skibsted,	 
	 	Chief
    Financial Officer	 
	 	 	 
	By	/s/ Judith Segall	 
	 	Judith
    Segall, Secretary	 
	 	 	 
	HOLDER:	 
	 	 	 
	JUVENESCENCE
    LIMITED	 
	 	 	 
	By:
    	/s/
Gregory Bailey	 
	Name:	Gregory
    Bailey	 
	Title:	Authorized
    Signatory