Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On December 18, 2019, AgeX drew down an additional $1.3 million of its available credit under a Loan Facility Agreement (the "Loan Agreement"), dated August 13, 2019, with Juvenescence Limited ("Juvenescence").

In lieu of accrued interest on borrowed funds, AgeX has issued to Juvenescence 19,000 shares of AgeX common stock under the Loan Agreement. However, if AgeX fails to repay the loan when due, interest at the rate of 10% per annum, compounded daily, will accrue on the unpaid balance from the date the payment was due.

The funds borrowed, along with a previous draw of $500,000, must be repaid on February 15, 2021 (the "Repayment Date"). In lieu of repayment of funds borrowed, AgeX or Juvenescence may convert the loan balance (including principal and accrued interest, if any) into AgeX common stock or "units" if AgeX consummates a "Qualified Offering" which means a sale of common stock (or common stock paired with warrants or other convertible securities in "units") in which the gross sale proceeds are at least $7.5 million.

Juvenescence may declare the outstanding principal balance of the loans and other sums owed immediately due and payable prior to the Repayment Date if an Event of Default occurs and continues uncured for 10 business days or if it becomes unlawful for Juvenescence to permit the loan to remain outstanding. Events of Default under the Loan Agreement include: (i) AgeX fails to pay any amount in the manner and at the time provided in the Loan Agreement and the failure to pay is not remedied within 10 business days; (ii) AgeX fails to perform any of its obligations under the Loan Agreement and if the failure can be remedied it is not remedied to the satisfaction of Juvenescence within 10 business days after notice to AgeX; (iii) other indebtedness for money borrowed in excess of $100,000 becomes due and payable or can be declared due and payable prior to its due date or if indebtedness for money borrowed in excess of $25,000 is not paid when due; (iv) AgeX stops payment of its debts generally or discontinues its business or becomes unable to pay its debts as they become due or enters into any arrangement with creditors generally, (v) AgeX becoming insolvent or in liquidation or administration or other insolvency procedures, or a receiver, trustee or similar officer is appointed in respect of all or any part of its assets and such appointment continues undischarged or unstayed for sixty days, (vi) it becomes illegal for AgeX to perform its obligations under the Loan Agreement or any governmental permit, license, consent, exemption or similar requirement for AgeX to perform its obligations under the Loan Agreement or to carry out its business is not obtained or ceases to remain in effect; (vii) 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 AgeX if such process is not released, vacated or fully bonded within sixty calendar days after its issue or levy; (viii) any injunction, order or judgement of any court is entered or issued which in the opinion of Juvenescence materially and adversely affects the ability of AgeX to carry out its business or to pay amounts owed to Juvenescence under the Loan Agreement, and (ix) there is a change in AgeX's financial condition that in the opinion of Juvenescence materially and adversely affects, or is likely to so affect, its ability to perform any of its obligations under the Loan Agreement.

The foregoing discussion of terms of the Loan Agreement is only a summary and is qualified in all respects by the full terms of the Loan Agreement which is filed as an exhibit to AgeX's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2019 and is incorporated into this Report by reference.

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