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
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”).
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
AgeX Therapeutics, Inc. Alameda, California 94501 Serina Therapeutics, Inc. Huntsville, Alabama 35806Letter Agreement • August 30th, 2023 • AgeX Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This letter agreement (this “Letter Agreement”) is entered into pursuant to Section 6.5 of, and in connection with the consummation of the transactions contemplated by, that certain Agreement and Plan of Merger and Reorganization, dated as of August 29, 2023 (the “Merger Agreement”), by and among AgeX Therapeutics, Inc., a Delaware corporation (“Parent”), Canaria Transaction Corporation, an Alabama corporation and wholly owned subsidiary of Parent, and Serina Therapeutics, Inc., an Alabama corporation (the “Company”). Juvenescence Limited (“Juvenescence”) is a significant securityholder of Parent and as a result, has a significant interest in the consummation of the Merger. This Letter Agreement shall be deemed to have been entered into immediately prior to the consummation of the Merger. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement.
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 AgeX Therapeutics, Inc., a Delaware corporation (“Parent”), and the Person set forth on Schedule A hereto (the “Stockholder”).
