AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTEAgeX Therapeutics, Inc. • November 14th, 2023 • 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 AMENDMENTAgeX Therapeutics, Inc. • November 14th, 2023 • 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.
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.
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.”
