Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On June 11, 2020, AgeX borrowed an additional $1.0 million of its available
credit under a Secured Convertible Facility Agreement (the "New Loan
Agreement"), dated March 30, 2020, with Juvenescence Limited ("Juvenescence").
The outstanding principal balance of the loans under the New Loan Agreement will
become due and payable on March 30, 2023 (the "Repayment Date").
Juvenescence may declare the outstanding principal balance of the loans and
other sums owed under the New Loan Agreement immediately due and payable prior
to the Repayment Date if an Event of Default occurs and continues uncured for 10
business days after notice of default from Juvenescence. Events of Default under
the New Loan Agreement include: (i) AgeX fails to pay any amount in the manner
and at the time provided in the New 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 New 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 New Loan
Agreement or any governmental permit, license, consent, exemption or similar
requirement for AgeX to perform its obligations under the New 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 New Loan Agreement, (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 New Loan Agreement, (x) AgeX or any of
its subsidiaries that guarantee's AgeX's obligations or becomes a co-obligor
under the New Loan Agreement (each a "Guarantor Subsidiary" and collectively the
"Guarantor Subsidiaries") sells, leases, licenses, consigns, transfers, or
otherwise disposes of a material part of its assets other than inventory in the
ordinary course of business or certain intercompany transactions, or certain
other limited permitted transactions, unless Juvenescence approves, (xi) the
security interests under a Security Agreement, if in effect, are not valid or
perfected, or AgeX or a Guarantor Subsidiary contests the validity of its
obligations under the New Loan Agreement or Security Agreement or other related
agreement with Juvenescence, or there is a loss, theft, damage or destruction of
a material portion of the collateral, (xii) any representation, warranty, or
other statement made by AgeX or a Guarantor Subsidiary under the New Loan
Agreement is incomplete, untrue, incorrect, or misleading, or (xiii) AgeX or a
Guarantor Subsidiary suspends or ceases to carry on all or a material part of
its business or threatens to do so.
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