DATED:
August 13, 2019


 


AGEX
THERAPEUTICS INC.


 


(as
Borrower)


 


-
and -


 


JUVENESCENCE
LIMITED


 


(as
Lender)


 





 



 


LOAN
FACILITY AGREEMENT


 


 






 







    	 	 	 



     


    

 


THIS
LOAN FACILITY AGREEMENT is made on August 13, 2019


 


BETWEEN


 


	(1)	AGEX
    THERAPEUTICS INC., a company incorporated in Delaware (the “Borrower”); and
	 	 
	(2)	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


 


The
Lender has agreed to provide a nil interest unsecured loan facility to the Borrower in the aggregate principal amount of up to
US$2,000,000 (two 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 11.2 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 6;


 


“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;


 


“Commitment”
means US$2,000,000;


 


“Conversion
Date” means, in the event that the Borrower elects the conversion option described in Clause 6, the date of consummation
of a Qualified Offering.


 


“Default”
means an Event of Default that remains uncured beyond any cure period provided in Clause 8.1;


 


“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” 19,000 fully paid Shares issued to the Lender for nil consideration on the date of delivery by the Borrower
of the first Drawdown Notice under the terms of this Agreement;


 


“Event
of Default” means any one of the events mentioned in Clause 8 (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;


 




    	 	1	 



    	 



    

 


“Indebtedness”
includes any obligation for the payment or repayment of money borrowed (whether borrowed by Borrower or as to which 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 US$500,000 to the Borrower pursuant to Clause 3.1.


 


“Investment
Representations Schedule” means representations required to be made by the Lender at the request of the Borrower as
set out in Schedule 2 (Investment Representations) of this Agreement;


 


“Loan”
means the aggregate principal amount outstanding from time to time under this Agreement;


 


“Qualified
Offering” means the sale of Shares (or Units as contemplated by Clause 6.3) 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$7.5 million.


 


“Repayment
Date” means the day falling on the eighteen (18) month anniversary of the date of this Agreement or, if such day is
not a Business Day, the next Business Day;


 


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


 


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


 


“Termination
Notice” means a notice from Lender to Borrower given pursuant to Clause 8.2 terminating this Agreement and the Facility.


 


“Shares”
shares of common stock, par value $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; and


 


“Warrants”
means warrants issued pursuant to the Warrant Agreement in the form of Exhibit A, to acquire up to 150,000 Shares for a period
of three years from the date of this Agreement at the price and on the other terms set out in such 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



 



    	 	2	 



    	 



    

 


	 	(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 irrevocable grant of the Warrants on the date of this Agreement the Lender has agreed to make an unsecured loan facility
    available to the Borrower of up to the Commitment on terms set out in this Agreement.
	 	 
	2.2	Any
    amounts drawn down under the Facility will be used by the Borrower for the purpose of its research and development work, professional
    and administrative expenses, and for general working capital.
	 	 
	3	Drawings
	 	 
	3.1	Mechanics
    – Within three (3) Business Days after Borrower and Lender have executed this Agreement (a) the Lender shall make
    the Initial Drawdown Advance to the Borrower in the amount of US$500,000 and (b) concurrently therewith, the Borrower shall
    issue to the Lender the Drawdown Shares. Other than in respect of the Initial Drawdown, the Lender shall make each additional
    Advance to the Borrower if:


 


	 	(a)	the
    Lender has received a duly completed Drawdown Notice from the Borrower not less than thirty (30) Business Days prior to the
    proposed drawdown date;
	 	 	 
	 	(b)	the
    proposed drawdown date is a Business Day falling within the Availability Period;
	 	 	 
	 	(c)	no
    Termination Notice is served by the Lender within three Business Days prior to the Drawdown Notice;
	 	 	 
	 	(d)	no
    Default is continuing on the date the Drawdown Notice is received by the Lender or on the proposed drawdown date;
	 	 	 
	 	(e)	the
    amount to be drawn down under the Drawdown Notice is in denominations of US$100,000; and
	 	 	 
	 	(f)	unless
    agreed otherwise in writing by the Lender not more than US$700,000 has previously been drawn down by the Borrower in the previous
    30 days.


 


	3.2	Disbursement
    – 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.


 


	4	Draw-Down
    Fee and Interest
	 	 
	4.1	Interest
    Rate – No interest shall be charged on any sums outstanding under the Loan Facility (unless repayment by the Lender
    is in arrears in which case a default interest rate of 10 per cent. per annum (accruing and compounding daily) shall be due
    and payable on sums outstanding from the date of first draw-down by the Lender).
	 	 
	5	Repayment
	 	 
	5.1	The
    Borrower will repay the Loan to the Lender on the earlier of:


 


	 	(a)	on
    or before the Repayment Date; or
	 	 	 
	 	(b)	in
    accordance with Clause 13.4 or in accordance with Clause 8.2 following an Event of Default.


 




    	 	3	 



    	 



    

 


	6	Conversion
	 	 
	6.1	At
    the Borrower’s election, in lieu of repayment, the amount of the drawn down Loan (including the principal thereof and
    any accrued but unpaid interest thereon) may be converted, in whole but not in part except as provided in Clause 6.6, into
    a number of fully paid and non-assessable Shares, subject to and determined as provided in Clause 6.3 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.
	 	 
	6.2	In
    order to elect to convert the Loan into Shares in connection with a Qualified Offering in accordance with this Clause 6, 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.
	 	 
	6.3	Subject
to Clause 6.6, the number of Shares or Units issuable upon conversion of the Loan shall be the quotient of (x) the outstanding
principal amount of the Loan, plus any accrued but unpaid interest thereon, 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 Company shall pay cash equal to the product of such fraction multiplied by the price of
such Share or Unit in the Qualified Offering.
	 	 
	6.4	Subject
    to Clause 6.6, upon the consummation of a Qualified Offering, in the event that the Borrower does not elect to convert the
    Loan into Shares in accordance with Clause 6.1: (a) the Availability Period shall terminate and the Lender will not be required
    to make any further Advances; and (b) upon the Repayment Date (or any other date on which the Loan is to be repaid, in whole
    or in part), the Lender shall have the right to elect to receive, in its sole discretion, in lieu of any cash repayment of
    the Loan, a number of Shares (or Units, if Units are sold in the Qualified Offering) equal to the principal amount of the
    Loan 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 Loan under this
    Agreement in order to permit the Lender to make such an election.
	 	 
	6.5	Upon
    the conversion of the Loan and the issuance to the Lender of the Shares or Units in accordance in accordance with Clause 6,
    and upon delivery to the Lender of a valid share certificate for the Shares and other securities comprising Units if Units
    are issued, (or in lieu of certificates, evidence of direct registration in the records of the transfer agent in the case
    of the Shares and records of Borrower in the case of other securities comprising Units), 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 7 (Tax), 9 (Liability), 10 (Payments) and 13 (Miscellaneous) shall
    survive such termination and remain be valid and effective.
	 	 
	6.6	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 6, then unless and until such stockholder approval has been obtained, the maximum amount of the
    Loan (including principal and any accrued interest) 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 6.1 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 6.1 or that is otherwise deemed by the Applicable Exchange to be in connection with
    the consummation of a Qualified Offering).



 



    	 	4	 



    	 



    

 


	7	Tax
	 	 
	7.1	Withholdings
    – If at any time the Borrower is required by law to make any deduction or withholding from any payment due from
    the Borrower to the Lender, the Borrower shall simultaneously pay to the Lender whatever additional amount is necessary to
    ensure that the Lender receives a net sum equal to the payment it would have received had no deduction or withholding been
    made.
	 	 
	7.2	Increased
    costs – If any change in law or in its interpretation or administration by any relevant governmental authority or
    any request from or requirement of any other fiscal, monetary or other authority:


 


	 	(a)	subjects
    the Lender to a cost in relation to its performance of this Agreement, its maintenance of its Commitment or its advance of
    the Loan or increases any such cost; or
	 	 	 
	 	(b)	imposes
    or changes any reserve or other requirement against or in respect of any commitments or assets of the Lender (including the
    Commitment or the Loan); or
	 	 	 
	 	(c)	imposes
    on the Lender any other condition or payment obligation in relation to the Commitment, the Loan or any other matter arising
    under this Agreement or affects the manner in which the Lender allocates its capital resources to its obligations under this
    Agreement,


 


and
the result of any of the above is to increase the cost to the Lender of making or maintaining all or any part of the Commitment
or the Loan or otherwise to reduce the Lender’s expected return from all or any part of the Loan, then:


 


	 	(a)	the
    Lender will promptly notify the Borrower of that event; and
	 	 	 
	 	(b)	the
    Borrower will pay to the Lender on demand from time to time such amount (as determined by the Lender) necessary to compensate
    it for such increased cost or for such reduced return.


 


	8	Events
    of Default
	 	 
	8.1	Events
    – Each of the following will be an Event of Default:


 


	 	(a)	Payment
    – the Borrower fails to pay any amount payable by it in the manner and at the time provided under this Agreement
    and the failure is not remedied within ten (10) Business Days following the date the payment was to be made;
	 	 	 
	 	(b)	Obligations
    – if the Borrower fails to perform any of its obligations under this Agreement 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 the Borrower 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 the Borrower in excess of US$25,000 is not paid
    on its due date;
	 	 	 
	 	(d)	Carrying
    on Business – if the Borrower stops payment of its debts generally or ceases or threatens to cease to carry on its
    business or is unable to pay its debts as they fall due or is deemed by a court of competent jurisdiction to be unable to
    pay its debts as they come due, or enters into any arrangements with its creditors generally;



 



    	 	5	 



    	 



    

 


	 	(e)	Insolvency
    – if the Borrower becomes insolvent or is in liquidation or administration or subject to any other insolvency procedure
    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 Borrower to perform all or any of its obligations under this Agreement or any authorisation,
    approval, consent, licence, exemption, filing, registration or other requirement of any governmental, judicial or public body
    or authority necessary to enable the Borrower to comply with its obligations under this Agreement or to carry on its business
    is not obtained or, having been obtained, is modified in a manner that precludes Borrower from conducting its business in
    a 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 Borrower if such process is not released, vacated or fully bonded within
    sixty (60) calendar days after its issue or levy;
	 	 	 
	 	(h)	Court
    Action – if any injunction, order, judgment or decision of any court is entered or issued which, in the opinion
    of the Lender, materially and adversely affects, or is likely so to affect, the ability of the Borrower to carry on its business
    or to pay amounts owed to Lender under this Agreement; and
	 	 	 
	 	(i)	Financial
    Condition – if there is any change in the financial condition of the Borrower which, in the opinion of the Lender,
    materially and adversely affects, or is likely so to affect, the ability of the Borrower to perform any of its obligations
    under any this Agreement.


 


	8.2	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 Loan and all accrued fees and other sums owed by the Borrower under this Agreement to
    be immediately due and payable and the same will become so due and payable; and
	 	 	 
	 	(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.


 


	9	Liability
	 	 
	9.1	General
    Costs – The Borrower 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.
	 	 
	9.2	Stamp
    duties – The Borrower 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 Borrower to pay any such duties or Taxes.
	 	 
	9.3	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.



 



    	 	6	 



    	 



    

 


	9.4	Liability
    – The Lender shall have no liability whatsoever to the Borrower should it deliver a Termination Notice under Clause
    8.2 of this Agreement (in particular it shall have no liability to fund or pay any costs or liabilities incurred by the Borrower
    prior to the date of the Termination Notice where such costs and liabilities were incurred by the Borrower in reliance on
    the availability of funds under this Agreement).
	 	 
	10	Payments
	 	 
	10.1	Currency
    – The Borrower 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 Borrower 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.
	 	 
	10.2	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 Borrower expressed in the currency in which it is due, the Borrower as a separate and independent obligation
    shall on demand from time to time indemnify the Lender against such shortfall and shall pay interest on such shortfall from
    the date of such payment to the date the shortfall is paid. Interest will be calculated as if that shortfall were an overdue
    amount.
	 	 
	10.3	Funds
    – All payments made by the Borrower to the Lender shall be made in immediately available cleared funds on its due
    date (and, if such date is not a Business Day, on the immediately preceding Business Day) to the credit of such account as
    the Lender may designate. Such payments shall be made in full without set-off or counterclaim and free and clear of any deduction
    or withholding for or on account of any Tax (save for such deductions or withholdings as are required by law) or any other
    matter.
	 	 
	11	Communications
	 	 
	11.1	Written
    – All communications under this Agreement must be in writing.
	 	 
	11.2	Addresses
    – Any communication may be sent by prepaid post, or email or delivered to the Lender or the Borrower at its address
    or email address shown below or as may otherwise by notified to the relevant party in writing. Communications to the Borrower
    may also be sent to a place of business for it last known to the Lender or delivered to one of its officers.


 


	 	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:	AgeX
    Therapeutics, Inc.
	 	 	965
    Atlantic Avenue, Suite 101
	 	 	Alameda,
    California 94501
	 	 	Attention:
    Russell Skibsted, Chief Financial Officer
	 	 	Email:
    rskibsted@agexinc.com


 


	11.3	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..



 



    	 	7	 



    	 



    

 


	12	Assignation
    and Transfer
	 	 
	12.1	Transfer
    by Lender – The Lender may transfer any of its rights to payment but not its obligations under this Agreement.
	 	 
	12.2	No
    transfer by Borrower – The Borrower may not transfer any of its rights or obligations under this Agreement.
	 	 
	13	Miscellaneous
	 	 
	13.1	Costs
    and Expenses – The Borrower shall be responsible for its 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.
	 	 
	13.2	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.
	 	 
	13.3	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.
	 	 
	13.4	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 Loan to remain outstanding then the Lender will promptly notify the Borrower and:


 


	 	(a)	the
    Lender will not be required to make the Loan and the Commitment will be reduced to zero; and
	 	 	 
	 	(b)	if
    the Lender so requires by notice to the Borrower, the Borrower will repay the Loan and pay to the Lender all other sums owed
    by the Borrower under this Agreement, all on such date as the Lender may reasonably specify.


 


	14	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 Loan 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 Loan 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.
	 	 
	15	Law
    and Jurisdiction
	 	 
	15.1	Law
    - This Agreement and any non-contractual obligations arising from or in connection with it shall in all respects be governed
    by and construed in accordance with English law.
	 	 
	15.2	Jurisdiction
    - 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.


 




    	 	8	 



    	 



    

 


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


 


	Executed
    and Delivered as a Deed by	/s/
    Gregory Bailey
	a
    duly authorised Director, for and on behalf	 (Director)
	of
    JUVENESCENCE LIMITED	 
	 	 


at
Toronto, Canada


 





	on
    13 August	2019


 





	in
    the presence of:		 
	 	 	 
	Witness
    Signature	_______________________	 
	Witness
    Name	_______________________	 
	Address	_______________________	 
	 	_______________________	 
	 	_______________________	 



 


	Executed
    and Delivered as a Deed by	/s/
    Russell Skibsted
	a
                                         duly authorised officer, for and on behalf

        of
        AGEX THERAPEUTICS, INC.
	(Chief
    Financial Officer)


 


at


 


	On
    August 13,	2019


 





	in
    the presence of:		 
	 	 	 
	Witness
    Signature	/s/ Judith Segall	 
	Witness
    Name	Judith Segall	 
	Address	________________________	 
	 	________________________	 


 




    	 	9	 



    	 



    

 


Schedule
– Part 1 Form of Drawdown Notice


 


To:
JUVENESCENCE LIMITED From: AGEX THERAPEUTICS INC.


 


Date:
[●]


 


Dear
Sirs


 


Unsecured
Loan Facility Agreement dated [●] (the “Loan Agreement”)


 


We
refer to the Loan Agreement. Terms defined in the Loan Facility 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.


 




    	 	10	 



    	 



    

 


Schedule
2


 


Investment
Representations


 


1.1.
Investment Representations. Terms defined in the Loan Facility Agreement have the same meaning in this notice. Lender makes
the following representations, given as of the date of the Loan Facilities Agreement, in connection with the Loan and its acquisition
of the Warrants:


 


1.1.1.
Lender has made such investigation of Borrower as Lender deemed appropriate for determining to acquire (and thereby make an
investment in) the Warrants, and in making such investigation Lender has had access to such financial and other information concerning
Borrower as Lender requested.


 


1.1.2.
Lender understands that the Warrants and shares of common stock issuable upon the exercise of the Warrants (“Warrant
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.


 


1.1.3.
Lender understands that (i) the Warrants, and any Warrant Shares issued upon exercise of Warrants not be sold, offered for
sale or transferred by 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 and Warrant Shares will carry a
legend to such effect.


 


1.1.4.
Lender is acquiring the Warrants and Warrant Shares issued upon exercise of Warrants, solely for 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
or Warrant Shares.


 


1.1.5.
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.


 


1.2.
Financial Statements and Disclosure.


 


1.2.1.
Borrower has delivered to Lender a copy of its Annual Report on Form 10-K filed pursuant to the Securities Exchange Act of
1934, as amended (the “Exchange Act”) containing the following consolidated financial statements of Borrower
and its subsidiaries (the Annual Financial Statements): (a) balance sheets as at December 31, 2018 and 2017; and (b) statements
of operations, comprehensive loss, cash flow, and stockholders’ equity as of December 31, 2018 and 2017.


 


1.2.2.
Borrower has delivered to Lender a draft copy of the following condensed interim consolidated financial statements of Borrower
and its subsidiaries (the Interim Financial Statements): (a) a balance sheet as at June 30, 2019; and (b) statements of
operations, comprehensive loss, cash flow, and stockholders’ equity as of June 30, 2019 and 2018. 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 Borrower does not expect to be material, before being filed with Borrower’s Quarterly
Report on Form 10-Q under the Exchange Act for the three months ended June 30, 2019. Lender agrees to keep the Interim Financial
Statements confidential until Borrower files the Quarterly Report on Form 10-Q.


 


LENDER:


 


JUVENESCENCE
LIMITED


 


	By:	 _________________________________________	 
	Location:	 _________________________________________	 
	Title:	 _________________________________________	 


 




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EXHIBIT
A


 





 



 


Warrant
Agreement


 


Dated
as of August 13, 2019


 





 



 




    	 	 	 



    	 



    

 





WARRANT
AGREEMENT, (this “Agreement”) dated as of August 13, 2019, by AgeX Therapeutics, Inc., a Delaware corporation
(the “Company”), for the benefit of Juvenescence Limited which, along with any permitted successor Holder of a Warrant
is referred to herein as a “Lender”.


 


Section
1. Issuance of Warrants.


 


1.1
Number of Warrants. Pursuant to the Loan Agreement, the Company has agreed to issue to Lender Warrants to purchase up to
an aggregate of 150,000 shares of Company Common Stock (“Warrant Shares”), subject to adjustment as provided herein.
The certificates representing the Warrants shall be issued to the Lender upon the execution and delivery of the Loan Agreement
by Lender and Borrower.


 


1.2
Expiration Date. The right to exercise the Warrants shall expire on, and the Warrants may not be exercised after, 5:00
p.m. New York time on August 12, 2022 (the “Expiration Date”).


 


1.3
Form of Warrant. The text of the Warrants and of the Exercise Notice shall be substantially as set forth in Exhibit A attached
hereto.


 


1.4
Signatures; Date of Warrants. The Warrants shall be executed on behalf of the Company by its Chief Executive Officer and
attested by its Chief Financial Officer or Secretary or any Assistant Secretary. The signature of any such officers on the Warrants
may be manual or facsimile. Warrants bearing the manual or facsimile signatures of individuals who were at any time the proper
officers of the Company shall bind the Company, notwithstanding that such individuals or any one of them shall have ceased to
hold such offices prior to the delivery of such Warrants or did not hold such offices on the date of this Agreement. In the event
that the Company shall appoint a warrant agent to act on its behalf in connection with the division, transfer, exchange or exercise
of Warrants, the Warrants issued after the date of such appointment shall be dated as of the date of countersignature thereof
by the warrant agent upon division, exchange, substitution or transfer. Until such time as the Company shall appoint a warrant
agent, Warrants shall be dated as of the date of execution thereof by the Company either upon initial issuance or upon division,
exchange, substitution or transfer.


 


1.5
Countersignature of Warrants. In the event that the Company shall appoint a warrant agent to act on its behalf in connection
with the division, transfer, exchange or exercise of Warrants, the Warrants issued after the date of such appointment shall be
countersigned by the warrant agent (or any successor to the warrant agent then acting as warrant agent) and shall not be valid
for any purpose unless so countersigned. Warrants may be countersigned, however, by the warrant agent (or by its successor as
warrant agent hereunder) and may be delivered by the warrant agent, notwithstanding that the persons whose manual or facsimile
signatures appear thereon as proper officers of the Company shall have ceased to be such officers at the time of such countersignature,
issuance or delivery. The warrant agent (if so appointed) shall, upon written instructions of the Chief Executive Officer or the
Chief Financial Officer of the Company, countersign, issue and deliver the Warrants as provided in this Agreement.


 




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Section
2. Warrant Price. Subject to any adjustments required by Section 6, the price per share at which Warrant Shares shall be
purchasable upon exercise of a Warrant (the “Warrant Price”) shall be Two Dollars and Sixty cents ($2.60)
per share.


 


Section
3. Exercise of Warrants; Restrictions.


 


3.1
Exercise of Warrants. Subject to the terms of this Agreement, Holder shall have the right, which may be exercised in whole
or in part, to purchase from the Company, at the Warrant Price then in effect, the number of fully paid and nonassessable Warrant
Shares determined as provided in this Agreement. The Warrants may not be exercised or transferred after the Expiration Date. A
Warrant may be exercised by (i) surrender of the certificate evidencing the Warrant to be exercised, together with the Exercise
Notice duly completed and signed, to the Company at its principal office (or if appointed, the principal office of the warrant
agent) and (ii) payment of the Warrant Price to the Company (or if appointed, to the warrant agent for the account of the Company),
for the number of Warrant Shares in respect of which the Warrant is then being exercised. Payment of the aggregate Warrant Price
shall be made by bank wire transfer to the account of the Company or by bank cashier’s check.


 


3.2
Issuance of Warrant Shares. Subject to Section 3.3 and the Holder’s payment of any taxes or deposit funds with the
Company sufficient to pay any taxes payable by the Holder pursuant to Section 5, following the surrender of the Warrant with the
Exercise Notice duly completed and signed, and provided that payment of the Warrant Price has been received, the Company (or if
appointed, the warrant agent) shall promptly cause to be issued and delivered to or upon the written order of the Holder and in
such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased
upon the exercise of such Warrant, together with cash, as provided in Section 8, in respect of any fractional Warrant Shares otherwise
issuable upon such exercise. Such Warrant Share certificate or certificates shall be deemed to have been issued and any person
so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the date on which
the Warrant with the duly completed and signed Exercise Notice and payment of the Warrant Price, as aforesaid, shall have been
received by the Company (or if appointed, to the warrant agent for the account of the Company), for such Warrant Shares. Except
for cash payable in respect of any fractional share, under no circumstances shall the Company be required to settle any exercises
of this Warrant by cash payment or otherwise “net cash settle” this Warrant. In the event that a certificate evidencing
the Warrant is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the
tenth Business Day prior to the Expiration Date, a new certificate evidencing the unexercised portion of the Warrant will be issued,
and the warrant agent (if so appointed) is hereby irrevocably authorized to countersign and to deliver the required new Warrant
certificate or certificates. The Company, whenever required by the warrant agent (if appointed), will supply the warrant agent
with Warrant certificates duly executed on behalf of the Company for such purpose.


 




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3.3
Restrictions on Exercise of Warrants.


 


(a)
The Warrants may not be exercised unless the issuance of the Warrant Shares thereunder is registered under the Securities Act
or an exemption from such registration is available.


 


(b)
Unless the Warrant and Warrant Shares have been registered under the Securities Act and under any applicable state securities
laws, each Person who is exercising a Warrant and who does not certify in the applicable Exercise Notice that such Person either
is an “accredited investor” as defined in Rule 501 under the Securities Act or is not a “U.S. person”
as defined in Rule 902 under the Securities Act, may be required to provide a written opinion of counsel, acceptable to the Company
and to the transfer agent of the Warrant Shares, to the effect that exercise of the Warrant and the issuance of the Warrant Shares
are exempt from registration under the Securities Act and under any applicable state securities laws.


 


(c)
The Company shall be entitled to obtain, as a condition precedent to its issuance of any certificates representing Warrant Shares
or any other securities issuable upon any exercise of a Warrant, a letter or other instrument from the Holder containing such
representations or warranties by the Holder as reasonably deemed necessary by the Company to effect compliance by the Company
with the requirements of the Securities Act and any other applicable United States federal and/or state securities laws.


 


(d)
Any exercise, attempt to exercise, or purported exercise of a Warrant in violation of the restrictions set forth in this Section
3.3 shall be deemed null and void and of no binding effect.


 


(e)
The Company will refuse to issue, and will issue instructions to the transfer agent and registrar of its Warrant Shares to refuse
to issue, any Warrant Shares upon any exercise not made pursuant to registration under the Securities Act and applicable state
securities laws, or pursuant to an available exemption from registration under the Securities Act and applicable state securities
laws.


 


Section
4. Transferability of Warrants and Warrant Shares; Restrictions on Transfer.


 


4.1
Registration. Each Warrant shall be numbered and shall be registered on the books of the Company (the “Warrant Register”)
as issued. The Company and the warrant agent (if appointed) shall be entitled to treat the registered holder of any Warrant appearing
in the Warrant Register as the owner in fact of the Warrant for all purposes and shall not be bound to recognize any equitable
or other claim or interest in the Warrant on the part of any other person, and shall not be liable for any registration of transfer
of any Warrant which is registered or to be registered in the name of a fiduciary or the nominee of a fiduciary upon the instruction
of such fiduciary, unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting
such registration of transfer, or with such knowledge of such facts that its participation therein amounts to bad faith. Each
Warrant shall initially be registered in the name of the Person to whom it is originally issued.


 




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4.2
Transfer. Subject to Section 4.3, the Warrants shall be transferable only on the Warrant Register upon delivery of the
Warrant certificate duly endorsed by the Holder of the Warrant or by such Holder’s duly authorized attorney or representative,
or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney,
the original power of attorney or a duly certified copy thereof shall be deposited and remain with the Company (or the warrant
agent, if appointed). In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated
evidence of their authority shall be produced, and may be required to be deposited and remain with the Company (or the warrant
agent, if appointed) in its discretion. Upon any registration of transfer, the Company shall execute and deliver (or if appointed,
the warrant agent shall countersign and deliver) a new Warrant or Warrants to the Persons entitled thereto.


 


4.3
Restrictions on Transfer of Warrants and Warrant Shares.


 


(a)
The Warrants, and any Warrant Shares issued upon the exercise of the Warrants, may not be sold, pledged, hypothecated, transferred
or assigned, in whole or in part, unless a registration statement under the Securities Act, and under any applicable state securities
laws, is effective therefor, or an exemption from such registration is then available and an opinion of counsel, acceptable to
the Company and to the transfer agent or warrant agent, if any, has been rendered stating that such sale, pledge, hypothecation,
transfer or assignment will not violate the Securities Act or any other United States federal or state securities laws; provided,
that no such opinion of counsel shall be required in the event of a sale to (i) a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act, (ii) pursuant to the applicable provisions of Rule 144 under the Securities
Act, or (iii) to an “affiliate” of the Holder, as such term is defined in Rule 405 under the Securities Act.


 


(b)
As a condition precedent to the registration of transfer and issuance of any certificates representing Warrants or Warrant Shares
upon transfer, the Company shall be entitled to obtain a letter or other instrument from the Holder and the proposed transferee
containing such representations or warranties by such Holder and proposed transferee as reasonably deemed necessary by the Company
to effect compliance by the Company with the requirements of the Securities Act and any other applicable federal and/or state
securities laws.


 


(c)
Any sale, pledge, hypothecation, transfer, or assignment of a Warrant or Warrant Shares in violation of the foregoing restrictions
shall be deemed null and void and of no binding effect.


 


(d)
The Company will issue instructions to any warrant agent that may be appointed, and to the transfer agent and registrar of its
Warrant Shares, to refuse to register the transfer of any Warrant and Warrant Shares not made pursuant to registration under the
Securities Act and applicable state securities laws, or pursuant to an available exemption from registration under the Securities
Act and applicable state securities laws.


 




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Section
5. Payment of Taxes. The Company will pay all documentary stamp taxes, if any, attributable to the initial issuance of
Warrant Shares upon the exercise of Warrants; provided, however, that the Company shall not be required to pay any tax or taxes
which may be payable in respect of any transfer involved in the issue or delivery of any Warrant or certificates for Warrant Shares
in a name other than that of the Holder of such Warrants or Warrant Shares.


 


Section
6. Adjustment of Warrant Price and Number of Warrant Shares. The number and kind of securities purchasable upon the exercise
of each Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as
provided in this Section 6.


 


6.1
Adjustments. If the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common
Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock or (iv) reclassify or change its Common Stock (including any such reclassification or change
in connection with a consolidation or merger in which the Company is the surviving corporation), the number of Warrant Shares
purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall
be entitled to receive the kind and number of Warrant Shares or other securities of the Company or other property which the Holder
would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been
exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant
to this paragraph 6.1 shall become effective immediately after the effective date of such event retroactive to the record date,
if any, for such event.


 


(a)
No adjustment in the number of Warrant Shares purchasable hereunder shall be required unless such adjustment would require an
increase or decrease of at least one percent (1%) in the number of Warrant Shares purchasable upon the exercise of each Warrant;
provided, however, that any adjustments which by reason of this paragraph (a) are not required to be made shall be carried forward
and taken into account in the determination of any subsequent adjustment. All calculations shall be made with respect to the number
of Warrant Shares purchasable hereunder, to the nearest tenth of a share and with respect to the Warrant Price payable hereunder,
to the nearest whole cent.


 


(b)
Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant
Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment
by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately
prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.


 




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6.2
Notice of Adjustment. Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant or the Warrant
Price of such Warrant Shares is adjusted, as herein provided, the Company shall, or in the event that a warrant agent is appointed,
the Company shall cause the warrant agent to, promptly and in any event within ten (10) days send to each Holder notice of such
adjustment or adjustments. Such notice shall set forth the number of Warrant Shares purchasable upon the exercise of each Warrant
and the Warrant Price after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting
forth the computation by which such adjustment was made.


 


6.3
No Adjustment for Dividends. Except as set forth in Section 6.1, no adjustment in respect of any dividends shall be made
during the term of a Warrant or upon the exercise of a Warrant.


 


6.4
Preservation of Purchase Rights Upon Merger, Consolidation, etc. In case of any consolidation of the Company with or merger
of the Company into another corporation or in case of any sale, transfer or lease to another Person of all or substantially all
the assets of the Company, or any other transaction constituting, resulting in, or giving effect to a Change of Control, the Company
or such successor or purchasing corporation, as the case may be, shall execute an agreement that each Holder shall have the right
thereafter, upon such Holder’s election, either (i) upon payment of the Warrant Price in effect immediately prior to such
action, to purchase upon exercise of each Warrant the kind and amount of shares and other securities and property (including cash)
which the Holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer,
lease or other transaction had such Warrant been exercised immediately prior to such transaction (such shares and other securities
and property (including cash) being referred to as the “Sale Consideration”) or (ii) to receive, in cancellation of
such Warrant (and in lieu of paying the Warrant Price and exercising such Warrant), the Sale Consideration less a portion thereof
having a fair market value (as reasonably determined by the Company) equal to the Warrant Price (it being understood that, if
the Sale Consideration consists of more than one type of shares, other securities or property, the amount of each type of shares,
other securities or property to be received shall be reduced proportionately); provided, however, that except as set forth in
Section 6.1, no adjustment in respect of dividends, interest or other income on or from such shares or other securities and property
shall be made during the term of a Warrant or upon the exercise of a Warrant. The Company shall mail by first class mail, postage
prepaid, to each Holder, notice of the execution of any such agreement. Such agreement shall provide for adjustments, which shall
be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The provisions of this paragraph
shall similarly apply to successive consolidations, mergers, sales, transfers or leases or other transactions constituting, resulting
in, or giving effect to a Change of Control. The warrant agent (if appointed) shall be under no duty or responsibility to determine
the correctness of any provisions contained in any such agreement relating to the kind or amount of shares of stock or other securities
or property receivable upon exercise of Warrants or with respect to the method employed and provided therein for any adjustments
and shall be entitled to rely upon the provisions contained in any such agreement.


 




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Section
7. Reservation of Warrant Shares; Purchase and Cancellation of Warrants.


 


7.1
Reservation of Warrant Shares. There have been reserved, and the Company shall at all times keep reserved, out of its authorized
Common Stock, a number of shares of Common Stock sufficient to provide for the exercise of the rights of purchase represented
by the outstanding Warrants. The Company will keep a copy of this Agreement on file with the transfer agent for the Warrant Shares.
The warrant agent, if appointed, will be irrevocably authorized to requisition from time to time from such transfer agent the
stock certificates required to honor outstanding Warrants upon exercise in accordance with the terms of this Agreement. The Company
will supply such transfer agent with duly executed stock certificates for such purposes and will provide or otherwise make available
any cash which may be payable as provided in Section 8. The Company will furnish such transfer agent a copy of all notices of
adjustments and certificates related thereto, transmitted to each Holder pursuant to Section 6.2.


 


7.2
Purchase of Warrants by the Company. The Company shall have the right, except as limited by law or by other agreements,
with the consent of the Holder (such consent to be given or withheld in the Holder’s sole discretion), to purchase or otherwise
acquire Warrants from the Holder at such times, in such manner and for such consideration as it and the Holder may deem appropriate.


 


7.3
Cancellation of Warrants. In the event the Company shall purchase or otherwise acquire Warrants, the same shall thereupon
be cancelled and retired. The warrant agent (if so appointed) shall cancel any Warrant surrendered for exchange, substitution,
transfer or exercise in whole or in part.


 


Section
8. Fractional Interests. The Company shall not be required to issue fractional Warrants upon the transfer of any Warrant,
or fractional Warrant Shares upon the exercise of Warrants. If more than one Warrant shall be presented for exercise at the same
time by the same Holder, the number of full Warrant Shares which shall be issuable upon the exercise thereof shall be computed
on the basis of the aggregate number of Warrant Shares purchasable on exercise of the Warrants so presented. If any fraction of
a Warrant Share would, except for the provisions of this Section 8, be issuable on the exercise of any Warrant (or specified portion
thereof), the Company shall pay an amount in cash equal to the Current Market Price per Warrant Share determined as of one business
day prior to the date the Warrant is presented for exercise, multiplied by such fraction.


 




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Section
9. Exchange of Warrant Certificates. Each Warrant certificate may be exchanged, at the option of the Holder thereof, for
another Warrant certificate or Warrant certificates in different denominations (but not for any fractional Warrant or any denomination
that would, but for Section 8, result in the issuance of a fractional share upon exercise) entitling the Holder or Holders thereof
to purchase a like aggregate number of Warrant Shares as the certificate or certificates surrendered then entitle the Holder to
purchase. Any Holder desiring to exchange a Warrant certificate or certificates shall make such request in writing delivered to
the Company at its principal office (or, if a warrant agent is appointed, the warrant agent at its principal office) and shall
surrender, properly endorsed, the certificate or certificates to be so exchanged. Thereupon, the Company (or, if appointed, the
warrant agent) shall execute and deliver to the person entitled thereto a new Warrant certificate or certificates, as the case
may be, as so requested, in such name or names as such Holder shall designate.


 


Section
10. Mutilated or Missing Warrants. In case any of the certificates evidencing the Warrants shall be mutilated, lost, stolen
or destroyed, the Company may in its discretion issue and deliver (and, if appointed, the warrant agent shall countersign and
deliver) in exchange and substitution for and upon cancellation of the mutilated Warrant certificate, or in lieu of and substitution
for the Warrant certificate lost, stolen or destroyed, a new Warrant certificate of like tenor, but only upon receipt of evidence
reasonably satisfactory to the Company and the warrant agent (if so appointed) of such loss, theft or destruction of such Warrant,
and an indemnity or bond, if requested, also reasonably satisfactory to them. An applicant for such a substitute Warrant certificate
shall also comply with such other reasonable requirements and pay such reasonable charges as the Company (or the warrant agent,
if so appointed) may prescribe.


 


Section
11. No Rights as Stockholders; Notices to Holders. Nothing contained in this Agreement or in any of the Warrants shall
be construed as conferring upon the Holders or their transferees the right to vote or to receive dividends or to consent or to
receive notice as stockholders in respect of any meeting of stockholders for the election of directors of the Company or any other
matter, or any rights whatsoever as stockholders of the Company. If, however, at any time prior to the Expiration Date, any of
the following events shall occur: (a) the Company shall declare any dividend payable in any securities upon its shares of Common
Stock or make any distribution (other than a regular cash dividend, as such dividend may be increased from time to time, or a
dividend payable in shares of Common Stock for which an adjustment to the number of Warrant Shares is to be made pursuant to Section
6.1) to the holders of its shares of Common Stock; or (b) the Company shall distribute rights, options or warrants to all holders
of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common
Stock or the Company shall otherwise offer to the holders of its shares of Common Stock on a pro rata basis any cash, additional
shares of Common Stock or other securities of the Company or any right to subscribe for or purchase any thereof; (c) a consolidation,
merger, sale, transfer or lease of all or substantially all of the Company’s property, assets, and business as an entirety,
or (d) a dissolution, liquidation or winding up of the Company, or (e) a transaction between the Company and any other Person
that will result in a Change of Control shall be proposed, then in any one or more of said events the Company shall give notice
in writing of such event as provided in Section 12, such giving of notice to be completed at least 10 days prior to the date fixed
as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend
or distribution or for the determination of stockholders entitled to vote on such proposed merger, consolidation, sale of assets,
dissolution, liquidation or winding up or the date on which a transaction to which the Company is a party and which will cause
or result in a Change of Control will be consummated. Such notice shall specify such record date or the date of closing the transfer
books, as the case may be. Failure to publish, mail or receive such notice or any defect therein or in the publication or mailing
thereof shall not affect the validity of any action in connection with such dividend, distribution or subscription rights, or
such proposed dissolution, liquidation or winding up.


 




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Section
12. Notices; Principal Office. Any notice pursuant to this Agreement by the Company or by any Holder to the warrant agent
(if so appointed), or by the warrant agent (if so appointed) or by any Holder to the Company, shall be in writing and shall be
delivered in person, or mailed first class, postage prepaid, or sent by air delivery service (a) to the Company, at its office,
Attention: Chief Financial Officer, or (b) to the warrant agent, at its offices as designated at the time the warrant agent is
appointed. The address of the principal office of the Company is 1010 Atlantic Avenue, Suite 102, Alameda, California 94051. Any
notice given pursuant to this Agreement by the Company or the warrant agent to the Holder shall be in writing and shall be mailed
first class, postage prepaid, or sent by air delivery service, or delivered personally to such Holder at the Holder’s address
on the books of the Company or the warrant agent, as the case may be. A notice shall be deemed given on the date deposited in
the United States mail, first class postage prepaid, or on date deposited with an air delivery service, or on the date delivered
if personally delivered. The Company, the warrant agent (if appointed), and any Holder may from time to time change the address
to which notices to it are to be delivered or mailed hereunder by notice given as provided in this Section 12.


 


Section
13. Successors. Except as expressly provided herein to the contrary, all the covenants and provisions of this Agreement
by or for the benefit of the Company, the warrant agent (if appointed) and the Holder shall bind and inure to the benefit of their
respective successors and permitted assigns hereunder.


 


Section
14. Legends. The Warrants shall bear an appropriate legend, conspicuously disclosing the restrictions on exercise under
Section 3.3, and the Warrants and Warrant Shares shall bear an appropriate legend, conspicuously disclosing the restrictions on
transfer under Section 4.3 until the same are registered for sale under the Securities Act or are transferred in a transaction
exempt from registration under the Securities Act entitling the transferee to receive securities that are not deemed to be “restricted
securities” as such term is defined in Rule 144 under the Securities Act. The Company agrees that upon the sale of the Warrants
and Warrant Shares pursuant to a registration statement or an exemption entitling the transferee to receive securities that are
not deemed to be “restricted securities,” or at such time as registration under the Securities Act shall no longer
be required, upon the presentation of the certificates containing such a legend to the transfer agent or warrant agent, if any,
it will remove such legend; provided, that unless the request for removal of the legend is in connection with a sale registered
under the Securities Act or a sale meeting the applicable requirements of Rule 144 under the Securities Act, the Holder shall
have provided an opinion of counsel, acceptable to the Company and the transfer agent or warrant agent, as applicable, to the
effect that such legend may be removed in compliance with the Securities Act.


 




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Section
15. Applicable Law. This Agreement and each Warrant issued hereunder shall be governed by and construed in accordance with
the laws of the State of Delaware, without giving effect to principles of conflict of laws.


 


Section
16. Benefits of this Agreement. This Agreement shall be for the sole and exclusive benefit of the Company, the warrant
agent (if appointed), and the Holders. Nothing in this Agreement shall be construed to give to any Person other than the Company,
the warrant agent (if appointed), and the Holders any legal or equitable right, remedy or claim under this Agreement.


 


Section
17. Amendments. No amendment, modification or other change to, or waiver of any provision of, this Warrant Agreement or
any Warrant may be made unless such amendment, modification or waiver is set forth in writing and is signed by the Company and
the Holder (and, if appointed, the warrant agent).


 


Section
18. Counterparts. This Agreement may be executed in any number of counterparts (including by separate counterpart signature
pages) and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.


 


Section
19. Captions. The captions of the Sections and subsections of this Agreement have been inserted for convenience only and
shall have no substantive effect.


 


Section
20. Certain Definitions. For purposes of this Warrant Agreement and the Warrants, the following terms shall have the following
meanings:


 


20.1
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New
York are authorized or required by law to remain closed.


 


20.2
“Change of Control” means (a) a merger or consolidation of the Company with another Person other than (i) a merger
in which the Company is the surviving Person and the holders of Common Stock immediately before the merger hold more than 50%
of the Common Stock immediately after the merger or consolidation, or (ii) a merger solely for the purpose of changing the state
of the Company’s incorporation, (b) a tender offer or similar transaction through which a Person (not including the Holder
or a “group” within the meaning of Section 13(d)(3) under the Securities Exchange Act of 1934, as amended, of which
the Holder is a member) acquires more than 50% of the outstanding Common Stock, or (c) a sale of all or substantially all of the
assets of the Company.


 




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20.3
“Common Stock” means the common stock, par value $0.0001 per share, of the Company and any other capital stock of
the Company issued in exchange therefor or into which such common stock may be converted through any reclassification or recapitalization
of such common stock of the Company; but excluding shares of any other Person into which Company common stock may be converted
or exchanged in connection with a merger or consolidation other than a merger or consolidation solely for the purpose of changing
the state of the Company’s incorporation.


 


20.4
“Company” means AgeX Therapeutics, Inc., a Delaware corporation.


 


20.5
“Current Market Price” per Warrant Share for any date shall be determined by the Board of Directors as follows: (a)
if the class of Warrant Shares are listed on a national securities exchange, the Current Market Price shall be the average of
the last reported sale price of the class of Warrant Shares on such exchange for the last five consecutive trading days prior
to such date; or (b) if the class of Warrant Shares are not so listed, the Current Market Price shall be the last reported sale
on the OTC Markets Group, Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink (the “Pink
OTC Markets”), or, if not so reported, on the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer
quotation system (the “OTC Bulletin Board) or similar quotation system or association, on the last five trading days prior
to such date; or (c) if there have been no sales of such class of security on the Pink OTC Markets, the OTC Bulletin Board or
similar quotation system or association on such days, the average of the highest bid and ‎lowest asked prices for such class
of security quoted on the Pink OTC Markets, the OTC Bulletin Board, or ‎similar quotation system or association at the end
of such days (and averaged over such five trading day period), or‎ (d) if the class of Warrant Shares are not so listed or
quoted and closing or bid and asked prices are not so reported, the Current Market Price shall be an amount determined in such
reasonable manner as may be prescribed by the Board of Directors of Borrower, irrespective of any accounting treatment.


 


20.6
“Exercise Notice” shall mean the form of exercise notice on the reverse of the Warrant.


 


20.7
“Expiration Date” shall have the meaning set forth in Section 1.2.


 


20.8
“Holder” means a registered holder of a Warrant as reflected on the Warrant Register.


 


20.9
“Loan Agreement” means that certain Loan Agreement, dated as of the date hereof between the Company and Lender.


 


20.10
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity and a government or any department or agency thereof.


 


20.11
“Sale Consideration” shall have the meaning ascribed in Section 6.4


 


20.12
“Securities Act” means the Securities Act of 1933, as amended.


 


20.13
“Warrants” mean the Common Stock purchase warrants issuable and governed pursuant to this Agreement.


 


20.14
“Warrant Register” shall have the meaning ascribed in Section 4.1.


 


20.15
“Warrant Share” shall have the meaning ascribed in Section 1.1.


 


[signature
page follows]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be duly executed, all as of the day and year first above
written.


 


AGEX
THERAPEUTICS, INC.


 


	By:		 
	 	Michael
    D. West	 
	 	President
    and Chief Executive Officer	 


 


Attest:


 


	By:		 
	 	Russell
    L. Skibsted,	 
	 	Chief
    Financial Officer	 


 


JUVENESCENCE
LIMITED


 


	By:	 	 
	 	Authorized
    Signatory


 




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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


 


[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”), One Hundred Fifty Thousand (150,000) 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 Expiration Date as defined in the Warrant Agreement 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.


 




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This
Warrant Certificate is issued under and in accordance with a Warrant Agreement dated as of August _______, 2019 (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.


 




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[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.




 




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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.


 




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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.


 




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