AgeX Therapeutics, Inc. Common Stock (par value $0.0001 per share) At-the- Market Offering Sales AgreementSales Agreement • January 8th, 2021 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • New York
AgeX Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Chardan Capital Markets, LLC (the “Agent”), as follows:
Indemnification AgreementIndemnification Agreement • April 1st, 2024 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (as amended, restated or otherwise modified from time to time in accordance with its terms, the “Agreement”) is made and entered into as of March [●], 2024 between Serina Therapeutics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: AgeX Therapeutics, Inc., a Delaware corporation; CANARIA TRANSACTION CORPORATION, an Alabama corporation; and Serina THERAPEUTICS, INC., an Alabama corporation Dated as of August 29, 2023Merger Agreement • August 30th, 2023 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Warrant Agreement Dated as of February 28, 2018Warrant Agreement • April 1st, 2019 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
WARRANT AGREEMENT, (this “Agreement”) dated as of February 28, 2018, by AgeX Therapeutics, Inc., a Delaware corporation (the “Company”), for the benefit of each registered holder of a Warrant described herein (a “Holder”).
SUPPORT AGREEMENTSupport Agreement • August 30th, 2023 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”), is made as of August __, 2023, by and between Serina Therapeutics, Inc., an Alabama corporation (the “Company”), and the Person set forth on Schedule A hereto (the “Stockholder”).
INCENTIVE*][NON-QUALIFIED**] STOCK OPTION AGREEMENTStock Option Agreement • January 30th, 2019 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT made and entered into as of _______, 20XX, by and between AgeX Therapeutics, Inc., a Delaware corporation (the “Company”), and __________, an employee (the “Employee”) of the Company or of a subsidiary of the Company (hereinafter included within the term “Company”) within the meaning of Section 425(f) of the Internal Revenue Code of 1986, as amended (the “Code”),
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2020 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) is made as of May 15, 2020 by and between AgeX Therapeutics, Inc. (the “Company”), a Delaware corporation, and Andrea Park (“Executive”). In consideration of the terms and conditions set forth in this Agreement, the parties hereto agree as follows:
STOCK OPTION AGREEMENT (Director)Stock Option Agreement • January 30th, 2019 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT made and entered into as of ______, 20___, by and between AgeX Therapeutics, Inc., a Delaware corporation (the “Company”), and _________, a director (the “Optionee”) of the Company or of a subsidiary of the Company (hereinafter included within the term “Company”) within the meaning of Section 425(f) of the Internal Revenue Code of 1986, as amended (the “Code”),
SUBLICENSE AGREEMENTSublicense Agreement • August 30th, 2018 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • California
THIS SUBLICENSE Agreement (“Agreement”) is entered into on September 26, 2017 (the “Effective Date”) by and between BIOTIME, INC., a California corporation, having its principal place of business at 1010 Atlantic Avenue, Suite 102, Alameda, CA 94501 (“BioTime”), and AGEX THERAPEUTICS, INC., a Delaware corporation, having its principal place of business at 1010 Atlantic Avenue, Suite 102, Alameda, CA 94501 (“AgeX”).
SHARED FACILITIES AND SERVICES AGREEMENTShared Facilities and Services Agreement • November 5th, 2018 • AgeX Therapeutics, Inc. • Pharmaceutical preparations
This Agreement is made as of August 17, 2017 (the Effective Date) by and between BioTime, Inc. (BioTime) and AgeX Therapeutics, Inc. (AgeX).
AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • November 14th, 2023 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • New York
This Allonge and Fifth Amendment to Amended and Restated Convertible Promissory Note (this “Amendment”) by and between AgeX Therapeutics Inc., a Delaware corporation (“Borrower”) and Juvenescence Limited, a company incorporated in the Isle of Man (“Lender”) is effective as of November 9, 2023 (“Effective Date”).
FORM OF PLEDGE AMENDMENTPledge Amendment • November 14th, 2023 • AgeX Therapeutics, Inc. • Pharmaceutical preparations
This Pledge Amendment, dated as of November 9, 2023, is delivered pursuant to Section 8.6 of the Amended and Restated Security Agreement, dated as of March 10, 2023 (as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) , by AgeX Therapeutics, Inc., a Delaware corporation, (the “Borrower”) and each of the other entities that party thereto, including pursuant to Section 8.6 thereof (together with the Borrower, the “Grantors” and each a “Grantor”), in favor of Juvenescence Limited, a company incorporated in the Isle of Man (the “Initial Lender”), in its capacity as the Lender under the Note (as defined in the Security Agreement) and as agent for itself and any other lender under the Note (in such agent capacity, together with its successors and permitted assigns, “Agent”). Capitalized terms used herein without definition are used as defined in the Security Agreement.
GUARANTY AGREEMENT DATED AS OF NOVEMBER 9, 2023 MADE BY REVERSE BIOENGINEERING, INC., as a Guarantor, RECYTE THERAPEUTICS, INC. AS A GUARANTOR, UNIVERXOME BIOENGINEERING, INC., AS A GUARANTOR and THE OTHER GUARANTORS REFERRED TO HEREIN IN FAVOR OF...Guaranty Agreement • November 14th, 2023 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • New York
This GUARANTY AGREEMENT (this “Agreement”), dated as of November 9, 2023 is made by Reverse Bioengineering, Inc., a Delaware corporation (“Reverse”), ReCyte Therapeutics, Inc., a California corporation (“ReCyte”), UniverXome Bioengineering, Inc., a Delaware corporation (“UniverXome” and together with Reverse, ReCyte and each other Person who accedes to this Agreement collectively, the “Guarantors” and each, a “Guarantor”), in favor of Juvenesence Limited (the “Lender”) in connection with the Amended and Restated Convertible Promissory Note, dated as of February 9, 2023 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Note”) by and among AgeX Therapeutics Inc., a Delaware corporation (the “Borrower”) and the Lender. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Note.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2023 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • California
This Registration Rights Agreement (“Agreement”) is entered into as of July 21, 2023 by and between AgeX Therapeutics, Inc., a California corporation (the “Company”) and the Juvenescence Limited, a company incorporated in the Isle of Man (“Holder”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 30th, 2018 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of March 21, 2018, is entered into between Ascendance Biotechnology, Inc., a Delaware corporation (the “Company”), and AgeX Therapeutics, Inc., a Delaware corporation (“Buyer”).
AMENDED AND RESTATED SECURITY AGREEMENT Dated as of March 13, 2023 among AgeX Therapeutics, Inc. and Each Other Grantor From Time to Time Party Hereto and Juvenescence Limited as Agent and Initial LenderSecurity Agreement • March 15th, 2023 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED SECURITY AGREEMENT, dated as of March 13, 2023, by AgeX Therapeutics, Inc., a Delaware corporation, (the “Borrower”) and each of the other entities that becomes a party hereto, including pursuant to Section 8.6 (together with the Borrower, the “Grantors” and each a “Grantor”), in favor of Juvenescence Limited, a company incorporated in the Isle of Man (the “Initial Lender”), in its capacity as the Lender under the Notes referred to below and as agent for itself and any other lender under the Notes (in such capacity, together with its successors and permitted assigns, “Agent” and the Agent and the Lenders from time to time under the Notes, together with their respective successors and permitted assigns, the “Secured Parties”). This Agreement amends and restates in its entirety that certain Security Agreement, dated as of February 14, 2022, by the Borrower and the Grantors in favor of the Initial Secured Parties.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2018 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • California
This Registration Rights Agreement (“Agreement”) is entered into as of , 2017 by and between AgeX Therapeutics, Inc., a California corporation (the “Company”) and the undersigned.
Lock-Up Agreement August __, 2023Lock-Up Agreement • August 30th, 2023 • AgeX Therapeutics, Inc. • Pharmaceutical preparations
The undersigned stockholder or option holder (the “Stockholder”) understands that: (i) AgeX Therapeutics, Inc., a Delaware corporation (“Parent”), intends to enter into that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), with Serina Therapeutics, Inc., an Alabama corporation (the “Company”), and Canaria Transaction Corporation, an Alabama corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which at the effective time (the “Effective Time”), Merger Sub will be merged with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, the stockholders of the Company will receive shares of common stock, par value $0.0001 per share, of Parent (“Parent Common Stock”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agre
SECURED CONVERTIBLE FACILITY AGREEMENTSecured Convertible Facility Agreement • August 14th, 2020 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • England and Wales
First Amendment to Secured Convertible Facility Agreement (this “Amendment”) by and between AgeX Therapeutics Inc., a Delaware corporation (“Borrower”) and Juvenescence Limited, a British Virgin Islands company (“Lender”) is effective as of July 21, 2020 (“Effective Date”).
WARRANT AGREEMENT between AgeX Therapeutics, Inc. and Equiniti Trust Company, LLCWarrant Agreement • March 22nd, 2024 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 19, 2024, is by and between AgeX Therapeutics, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
JOINDER AGREEMENTJoinder Agreement • November 14th, 2023 • AgeX Therapeutics, Inc. • Pharmaceutical preparations
This JOINDER AGREEMENT, dated as of November 9, 2023, is delivered pursuant to Section 8.6 of the Amended and Restated Security Agreement, dated as of March 10, 2023 (as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by AgeX Therapeutics, Inc., a Delaware corporation, (the “Borrower”) and each of the other entities that party thereto, including pursuant to Section 8.6 thereof (together with the Borrower, the “Grantors” and each a “Grantor”), in favor of Juvenescence Limited, a company incorporated in the Isle of Man (the “Lender”), in its capacity as the Lender under the Amended and Restated Note, dated as February 9, 2023, by and between Borrower and Lender (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Note”). Capitalized terms used herein without definition are used as defined in the Security Agreement.
AGEX THERAPEUTICS, INC. Restricted Stock Units Award AgreementRestricted Stock Units Award Agreement • January 30th, 2019 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Units Award Agreement (the “Award Agreement”) memorializes the grant on ____________ (the “Grant Date”) by AGEX THERAPEUTICS, INC. (the “Company”) to _______________ (“Participant”) of the number of Restricted Stock Units (the “Units”) indicated below under the Company’s 2017 Equity Incentive Plan (the “Plan”), including rights to Dividend Equivalents thereon. Each Unit granted hereunder represents a right to receive one share of common stock, par value $0.0001 per share, of the Company (“Common Stock”).
WARRANT AGREEMENTWarrant Agreement • August 14th, 2020 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • England and Wales
First Amendment to Warrant Agreement (this “Amendment”) by and between AgeX Therapeutics Inc., a Delaware corporation (“Company”) and Juvenescence Limited, a British Virgin Islands company (“Lender”) is effective as of July 21, 2020 (“Effective Date”).
Warrant Agreement Dated as of February 14, 2022Warrant Agreement • February 15th, 2022 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
WARRANT AGREEMENT (this “Agreement”), dated as of February 14, 2022, 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”.
EXECUTIVE CHAIRMAN AGREEMENTExecutive Chairman Agreement • April 17th, 2024 • Serina Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CHAIRMAN AGREEMENT (this “Agreement”) is made as of the 12th day of April, 2024 (the “Effective Date”), by and between Serina Therapeutics, Inc., a Delaware corporation (the “Company”), and Balkrishan “Simba” Gill (the “Chairman”).
AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • April 1st, 2024 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • New York
This Allonge and Seventh Amendment to Amended and Restated Convertible Promissory Note (this “Amendment”) by and between AgeX Therapeutics, Inc., a Delaware corporation (“Borrower”), the Guarantors party hereto, and Juvenescence Limited, a company incorporated in the Isle of Man (“Lender”) is effective as of March 26, 2024 (“Effective Date”).
AMENDMENT NO. 1 TO TRANSITION SERVICES AND SEPARATION AGREEMENTTransition Services and Separation Agreement • November 14th, 2023 • AgeX Therapeutics, Inc. • Pharmaceutical preparations
This AMENDMENT NUMBER 1 TO TRANSITION SERVICES AND SEPARATION AGREEMENT (this “Amendment”) is entered into on this 31st day of October, 2023 by and between AgeX Therapeutics, Inc. (the “Company”) and Michael David West (“Executive”). Executive and the Company are each referred to herein as a “Party” and collectively as the “Parties.”
SECURED CONVERTIBLE FACILITY AGREEMENTSecured Convertible Facility Agreement • March 15th, 2023 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • England and Wales
This Third Amendment to Secured Convertible Facility Agreement (this “Amendment”) by and between AgeX Therapeutics Inc., a Delaware corporation (“Borrower”) and Juvenescence Limited, a company incorporated in the Isle of Man with company number 018008V and its registered office at 1st Floor Viking House, St Pauls Square, Ramsey, Isle of Man, IM8 1GB (“Lender”) is effective as of March 10, 2023 (“Effective Date”).
ASSET PURCHASE AGREEMENT By and between ESCAPE THERAPEUTICS, INC. and AGEX THERAPEUTICS, INC. dated as of August 13,Asset Purchase Agreement • August 30th, 2018 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • California
This Asset Purchase Agreement (this “Agreement”), dated as of August 13, 2018 is entered into between Escape Therapeutics, Inc., a California corporation (“Seller”) and AgeX Therapeutics, Inc., a Delaware corporation (“Buyer”).
CONSULTING AGREEMENTConsulting Agreement • August 14th, 2023 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • California
This Consulting Agreement (“Agreement”) is dated 9 August 2023 (the “Effective Date”) by and between AgeX Therapeutics, Inc., a corporation, having a registered office at 1101 Marina Village Parkway, Suite 201, Alameda, CA., 94501 and Affiliates (“Company” or “AgeX”) and Joanne Hackett with an address at 60 Clarendon Court, 43 Golden Lane, London, EC1Y 0AD (the “Consultant”).
FIRST AMENDMENT TO SUBLICENSE AGREEMENTSublicense Agreement • July 19th, 2018 • AgeX Therapeutics, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO SUBLICENSE AGREEMENT (“First Amendment”) is entered into on November 8, 2017 (the “Effective Date”) by and between ORTHOCYTE CORPORATION, a California corporation, having its principal place of business at 1010 Atlantic Avenue, Suite 102, Alameda, CA 94501 (“OrthoCyte”), BIOTIME, INC., a California corporation, having its principal place of business at 1010 Atlantic Avenue, Suite 102, Alameda, CA 94501 (“BioTime”, and together with OrthoCyte, “BioTime”), and AGEX THERAPEUTICS, INC., a Delaware corporation, having its principal place of business at 1010 Atlantic Avenue, Suite 102, Alameda, CA 94501 (“AgeX”).
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • April 1st, 2024 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into effective as of_________, 20XX (the “Grant Date”), by and between Serina Therapeutics, Inc., a Delaware corporation (the “Company”), and _________ (“Participant”), an Employee, Consultant, or Director (as such terms are defined in the Plan) of the Company or of a subsidiary of the Company (hereinafter included within the term “Company”) within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”).
SECURED CONVERTIBLE PROMISSORY NOTESecured Convertible Promissory Note • August 4th, 2023 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • New York
This Amendment to Secured Convertible Promissory Note (this “Amendment”) by and between AgeX Therapeutics Inc., a Delaware corporation (“Borrower”) and a company incorporated in the Isle of Man with company number 018008V and its registered office at 1st Floor Viking House, St Pauls Square, Ramsey, Isle of Man, IM8 1GB (“Lender”) is effective as of July 21, 2023 (“Effective Date”).
AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • May 12th, 2023 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • New York
This Allonge and Second Amendment to Amended and Restated Convertible Promissory Note (this “Allonge”) by and between AgeX Therapeutics Inc., a Delaware corporation (“Borrower”) and a company incorporated in the Isle of Man with company number 018008V and its registered office at 1st Floor Viking House, St Pauls Square, Ramsey, Isle of Man, IM8 1GB (“Lender”) is effective as of May 9, 2023 (“Effective Date”). Upon execution, this Allonge may be attached to the Note (as defined hereafter) and shall modify the Note as set forth herein.
Agreement and Plan of Merger among ATLAS CAPITAL PARTNERS LIMITED and GCLMS Acquisition Corporation and LifeMap Sciences, Inc. and AgeX Therapeutics, Inc. dated as of March 6, 2021Merger Agreement • March 8th, 2021 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • California
This Agreement and Plan of Merger (this “Agreement”), dated as of March 6, 2021, is entered into among Atlas Capital Partners Limited, a British Virgin Islands company limited by shares (“Parent”), GCLMS Acquisition Corporation, a Delaware corporation (“Merger Sub”), LifeMap Sciences, Inc., a California corporation (the “Company”), and AgeX Therapeutics, Inc., a Delaware corporation, in its capacity as Stockholder Representative (“Stockholder Representative” or “AgeX”) with respect to those provisions of this Agreement requiring performance by the Stockholder Representative and, with respect to Articles II, VI, VII and VIII only, in its capacity as the majority shareholder of the Company (the “Majority Shareholder”).
