Exhibit 10.1

THIS SECURED CONVERTIBLE PROMISSORY NOTE is issued on March 13, 2023 (the “Issue Date”),

BY

TO AND IN FAVOR OF

The Borrower has issued this Secured Convertible Promissory Note (this “Note”) to evidence the Loan (as defined below), and promises to pay and perform the Loan and this Note on the terms and conditions set forth herein, and the Lender has agreed to accept this Note and to provide a secured convertible loan to the Borrower, not exceeding the aggregate principal amount of $10,000,000 (ten million dollars) on the terms and conditions set out in this Note.

“19.9% Cap” means 19.9% of the number of Shares outstanding on the Issue Date.

“50% Cap” means one share less than 50% of the total outstanding shares of the Borrower as of the date on which the 50% Cap is determined.

“Address for Service” means the address shown in Section 16.2 or such other address as the Borrower may from time to time designate by written notice to the Lender.

“Adjusted Market Price” means product of the Market Price multiplied by 0.85. “Advance” means the funds loaned to Borrower through the Drawdown.

“Applicable Exchange” means NYSE American stock exchange or any other national stock exchange on which the Shares are listed.

“Budget” means initially the 52-week budget commencing on January 1, 2023 and delivered to, and accepted by, Lender on or prior to the date hereof, and thereafter the 52- week forward looking budget of the Borrower, which is approved by the Lender in its sole discretion from time to time, which after the initial budget shall include actual expenditures for the preceding 52-week period then ended (or until January 1, 2023, if shorter) and a variance analysis for such period of actual expenditures versus forecasted cash expenditure included in the most recent Budget covering any portion of such period.

“Business Day” means a day other than (i) a Saturday or Sunday or (ii) public holiday in London or New York on which banks are closed or are permitted to be closed open for general business.

“Collateral” means all property of the Borrower described as “Collateral” in the Security Agreement, together with all other property that now or hereafter secures (or is intended to secure) obligations of the Borrower under this Note and the other Loan Documents.

“Commitment” means $10,000,000.

“Conversion Date” means, in the event that the Borrower elects the conversion option described in Section 7, the date of consummation of a Qualified Offering.

“Conversion Notice” has the meaning set out in Section 8.2 below.

“Default” means and is a reference to any Event of Default or any condition, event or occurrence that with the passing of time, the giving of notice or both will be an Event of Default, including without limitation any misrepresentation or breach under this Note that remains uncured beyond any cure period provided in Section 13.1.

Drawdown” means the borrowing of the Advance in the amount of the Drawdown Amount.

“Drawdown Amount” means $10,000,000.

“Drawdown Market Price” with respect to the Advance means the Market Price of the Shares as of the date of the Drawdown Notice.

“Drawdown Notice” means a request for an Advance substantially in the form set out in Schedule part 1 (Form of Drawdown Notice) of this Note;

“Event of Default” means any one of the events mentioned in Section 13 (Events of Default) of this Note.

“Indebtedness” includes any obligation for the payment or repayment of money borrowed (whether borrowed by the Borrower or as to which the Borrower is a surety or guarantor of payment or is secured by a Lien on any property of the Borrower), including any advance and any obligation evidenced by a note or similar instrument and any capital lease (as defined under GAAP other than any lease of any real property), and any guaranty of any obligation for the payment or repayment of money borrowed, but excluding trade payables and similar obligations arising in the ordinary course of business.

“Investment” means (i) any purchase or other acquisition by the Borrower of, or of a beneficial interest in, any equity interests or Indebtedness of any other person and (ii) any loan (including guarantees) or advance constituting Indebtedness of such other person (other than accounts receivable, credit card and debit card receivables, trade credit, advances to customers, advances to officers, directors, members of management and employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures, in each case, in the ordinary course of business) or capital contribution by the Borrower to any other person. For the avoidance of doubt, permitting a Subsidiary to utilize the premises and services of the Borrower on a cost or cost plus basis shall not constitute an Investment.

“IP Security Agreements” means, collectively, each (i) Notice of Grant of Security Interest in Copyrights, (ii) Notice of Grant of Security Interest in Trademarks and/or (iii) Notice of Grant of Security Interest in Patents executed and delivered from time to time by Borrower in accordance with the terms of the Security Agreement.

“Investment Representations Schedule” means the representations and warranties made by the Lender in Part A and the Borrower in Part B of Schedule 2 (Investment Representations) of this Note.

“Loan” means, the Advance made by the Lender under this Note.

“Loan Documents” means, collectively, this Note, the Security Agreement, the IP Security Agreements and each other document, instrument or agreement now or hereafter delivered by an Obligor or other person to the Lender in connection with the transactions contemplated by this Note.

“Mandatory Prepayment Trigger Event” has the meaning ascribed in Section 12.5.

“Market Price” means the last closing price of the Borrower’s shares on the NYSE American stock exchange (or other national securities exchange on which the Borrower’s shares may be listed) preceding the delivery of the relevant Drawdown Notice or Conversion Notice, as applicable; provided, that if the Borrower’s shares are not listed on any such securities exchange, the “Market Price” shall mean (a) the closing sales price of the Borrower’s shares on such day as quoted on the OTC Markets Group, Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink (collectively the “Pink OTC Markets”), or similar quotation system or association; or (b) if there have been no sales of the Borrower’s shares on the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Borrower’s shares quoted on the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive trading days ending on the trading day immediately prior to the day as of which “Market Price” is being determined; provided, further, that if at any time the Borrower’s shares are not listed on any domestic securities exchange or quoted on the Pink OTC Markets or similar quotation system or association, the “Market Price” of the Borrower’s shares shall be the fair market value per share as determined jointly by the Borrower’s Board of Directors and the Lender.

“Outstanding Amount” means, at any time, the outstanding and unpaid amount of the Loan including any unpaid Origination Fee and any amounts payable in cash under this Note and unpaid.

“Permitted Reverse Investment” means the assignment to Reverse of the Specified Assets.

“Permitted Uses” has the meaning set out in Section 12.5 below.

“Qualified Merger” has the meaning ascribed in the Serina CLN.

“Qualified Offering – Type 1” means the sale of Shares (or Units as contemplated by Section 7.3) to investors in a bona fide investment transaction or series of related transactions in which the aggregate gross proceeds to the Borrower of the Shares (or Units) sold in such offering after the Issue Date, before deduction of, as applicable, underwriting discounts and commissions, placement agent fees and offering expenses, is not less than $10,000,000 and less than $25,000,000 (in connection with a series of related transactions, such as sales of Shares (or Units) in an at-the-market offering pursuant to a single registration statement under the Securities Act, the Qualified Offering shall be deemed to have occurred at the first sale or closing that occurs where aggregate proceeds equal or exceed $10,000,000).

“Qualified Offering – Type 2” means the sale of Shares (or Units as contemplated by Section 7.3) to investors in a bona fide investment transaction or series of related transactions in which the aggregate gross proceeds to the Borrower of the Shares (or Units) sold in such offering after the Issue Date, before deduction of, as applicable, underwriting discounts and commissions, placement agent fees and offering expenses, is not less than $25,000,000 (in connection with a series of related transactions, such as sales of Shares (or Units) in an at-the-market offering pursuant to a single registration statement under the Securities Act, the Qualified Offering shall be deemed to have occurred at the first sale or closing that occurs where aggregate proceeds equal or exceed $25,000,000).

“Qualified Offering” means a Qualified Offering – Type 1 or Qualified Offering –Type 2.

“Repayment Date” means the day falling on the third anniversary of the Issue Date, or, if such day is not a Business Day, the next Business Day, unless the Loan has been accelerated as contemplated by Section 13.2, in which case such date.

“Reverse” means Reverse Bioengineering Inc., a Delaware corporation.

“Reverse Financing Condition” means the consummation by Reverse of debt or equity financing with net cash proceeds in excess of $15,000,000 on or before 14 May 2023.

“Security Agreement” means the Security and Pledge Agreement, dated as of February 14, 2022, by and among the Borrower and the Lender, together with all schedules and exhibits thereto, and without limiting Section 1.2(a) below, as amended, supplemented and modified from time to time.

“Security Agreements” means the Security Agreement and the IP Security Agreements.

“Serina” means Serina Therapeutics, Inc., an Alabama corporation.

“Serina CLN” means the Secured Convertible Promissory Note in the principal amount of $10,000,000 payable issued by Serina to Borrower in the form attached hereto as Exhibit A or in form and substance otherwise acceptable to the Lender.

“Shares” means shares of common stock, par value $0.0001 per share, of the Borrower.

“Sharia” means the principles and standards of the Islamic Sharia (where applicable), issued by the Accounting and Auditing Organization for Islamic Financial Institutions as of February 14, 2022.

“Sharia Supervisor” means an Islamic finance scholar who is a member of a recognized Islamic commercial bank’s Sharia supervisory committee or board.

“Specified Assets” means the intellectual property and other assets of the Borrower set forth on Schedule 3 hereto, as may be updated from time to time by the Borrower with the written consent of the Lender, in its sole discretion.

“Subsidiary” means, with respect to any person (the “parent”) at any date, any corporation, company, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the ordinary voting power for the election of the members of the governing body or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned or controlled by the parent and/or one or more subsidiaries of the parent.

“Tax” includes any form of taxation, levy, duty, charge, contribution, withholding (including backup withholding) or impost of whatever nature (including any applicable fine, penalty, or surcharge).

“Term” means the period commencing the Issue Date and expiring on the Repayment Date.

“Termination Notice” means a notice from the Lender to the Borrower given pursuant to Section 13.2 terminating this Note and the Loan.

“Units” means units consisting of Shares together with warrants or any other security convertible into Shares, sold in a Qualified Offering.

“VAT” means value added tax as provided for in the Value Added Tax Act 1996 and any other tax of a similar nature.

(a) any document is deemed to include a reference to such document, including any of its schedules, annexes or exhibits, in each case, as amended, novated, supplemented, substituted or replaced from time to time;

 (b) any person includes its respective successors, assigns and transferees;

(c) a provision of a statute is, unless otherwise indicated, deemed to include a reference to such provision as amended, modified or re-enacted from time to time;

(d) a time of day is the time in New York City on the specified date;

(e) the singular, where the context so admits, is deemed to include the plural and vice versa; and

(f) a “person” is deemed to include a reference to a company, partnership, unincorporated body and any other entity and vice versa.

In each case, amounts repaid may not be reborrowed under this Note.

Notwithstanding the foregoing, if an Event of Default as contemplated under Section 13.1(e) shall occur, (i) the Outstanding Amount and all accrued fees and other sums owed by the Borrower under or connection with this Note shall be immediately due and payable without notice or other action on the part of the Lender or any other person and (ii) the Commitment automatically shall reduce to zero and the Lender shall have no obligation to fund any Advance.

Other than as expressly set forth above in this Section 15.3, Lender is not obligated to accept any form of payment on the Outstanding Amount other than as provided for in Section 15.2.

This Note, together with the other Loan Documents, constitutes the entire agreement between the parties relating to the Loan and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Upon (i) the payment in full to the Lender of the Outstanding Amount, (ii) the conversion of the whole of the Outstanding Amount by the issuance to the Lender of the Shares in accordance with Sections 7 or 8, and delivery to the Lender of one or more valid share certificates for such Shares (or in lieu of certificates, evidence of direct registration in the records of the transfer agent in the case of such Shares), or (iii) any combination thereof which shall satisfy the Outstanding Amount, this Note shall terminate and the Borrower shall be forever released from its obligations under this Note, except to the extent that any obligations of the Borrower under Sections 9 (Tax), 14 (Liability), and 18 (Miscellaneous) shall survive such termination and remain be valid and effective.

This Note may be executed in any number of counterparts, which shall together constitute one agreement. Any party may enter into this Note by signing any such counterpart. This Note and any Drawdown Notice or other notice or communication may be executed with signatures transmitted among the parties by pdf attached to an electronic mail, and no party shall deny the validity of a signature or this Note signed and transmitted by pdf attached to an electronic mail on the basis that a signed document is represented by a copy or facsimile and not an original.

IN WITNESS WHEREOF, the parties hereto have caused this Note to be duly executed by their respective authorized officers as of the day and year first above written

Exhibit 10.2

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 Lender

TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

Exhibit 10.3

Execution Version

CONVERTIBLE NOTE PURCHASE AGREEMENT

This Convertible Note Purchase Agreement (this “Agreement”) is made as of March 15, 2023 by and between Serina Therapeutics, Inc., an Alabama corporation (the “Company”), and AgeX Therapeutics, Inc., a Delaware corporation (the “Purchaser”).

RECITALS

The Company desires to issue and sell and Purchaser desires to purchase, a convertible promissory note in substantially the form attached to this Agreement as Exhibit B (the “Note”) which shall be convertible on the terms stated therein into equity securities of the Company. The Note and the equity securities issuable upon conversion thereof (and the securities issuable upon conversion of such equity securities) are collectively referred to herein as the “Securities”. Capitalized terms not otherwise defined herein have the meaning given them in the Note.

AGREEMENT

The parties hereby agree as follows:

1. Purchase and Sale of Note.

(a) Sale and Issuance of Note. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing (as defined below) and the Company agrees to sell and issue to Purchaser a Note in the principal amount of $10,000,000. The purchase price of the Note shall be equal to 100% of the principal amount of such Note.

(b) Closing; Delivery.

(i) The purchase and sale of the Note shall take place remotely by the electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement at 10:00 a.m., on the date hereof, or in such other manner or at such other time and place as the Company and Purchaser may mutually agree, orally or in writing (which time and place are designated as the “Closing”).

(ii) At the Closing, the Company shall deliver to Purchaser the Note to be purchased by such Purchaser against (1) payment of the purchase price therefor by check payable to the Company or by wire transfer to a bank designated by the Company, and (2) delivery of counterpart signature pages to this Agreement and the Note.

(c) Defined Terms Used in this Agreement. In addition to the terms defined in the Note and herein, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

(i) “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

(ii) “Budget” means initially the fiscal year budget and business plan commencing on January 1, 2023 and delivered to, and accepted by, the Purchaser on or prior to the date hereof (the “Initial Budget”), and thereafter fiscal year forward looking budget of the Company prepared on a monthly basis (including detailed cash monthly expenditures), which is approved by the Purchaser in its sole discretion from time to time, which after the initial Budget shall include actual expenditures for the preceding fiscal year period then ended and a variance analysis for such period of actual expenditures versus forecasted cash expenditure included in the most recent Budget covering any portion of such period.

(iii) “Code” means the Internal Revenue Code of 1986, as amended.

(iv) “Company Intellectual Property” means all patents, patent applications, registered and unregistered trademarks, trademark applications, registered and unregistered service marks, service mark applications, tradenames, copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in, to and under any of the foregoing, and in any and all such cases as are necessary to the Company in the conduct of the Company’s business as now conducted and as presently proposed to be conducted.

(v) “Debt Financing Source” means the Lender (and its successors and assigns) under that certain Secured Convertible Promissory Note, dated on or around March 13, 2023, by Purchaser in favor of the Lender.

(vi) “Knowledge” including the phrase “to the Company’s knowledge” shall mean the actual knowledge after reasonable investigation of the following officers: Randall Moreadith, Steve Ledger, and Tacey Viegas.

(vii) “Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property or results of operations of the Company and its subsidiaries; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Company operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required, permitted, or prohibited by this Agreement or any action taken (or omitted to be taken) with the written consent of, or at the written request of, the Purchaser; (vi) any changes in applicable laws or accounting rules (including GAAP); (vii) any natural or man-made disaster or acts of God; (viii) any epidemics, pandemics, disease outbreaks, or other public health emergencies; or (ix) any failure by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded); provided further, that, with respect to clauses (i), (ii), (iii), (iv), (vi), (vii), and (viii), the impact of such event, change, circumstances, occurrence, effect or state of facts is not disproportionately adverse to the Company and its subsidiaries, taken as a whole, as compared to other similarly situated companies.

(viii) “New Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities; provided that “New Securities” will not include the Company’s issuance of any share dividend, securities issued by reason of a share split, or options issued to employees under the Company’s equity incentive plan approved by the Board of Directors.

(ix) “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

(x) “Qualified Merger” means a merger or similar business combination of the Company with Purchaser or a subsidiary or an Affiliate of Purchaser in a mutually agreeable structure and on customary terms for a transaction of this type, which must include the terms of a Qualified Merger set forth in that certain Term Sheet, dated December 4, 2022, as amended from time to time, by and between the Company and Purchaser.

(xi) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(xii) “Subordination Agreement” means the Subordination Agreement substantially in the form attached hereto as Exhibit D.

(xiii) “Transaction Agreements” means this Agreement, the Note, Subordination Agreement, and the Indemnification Agreement.

2. Qualified Financing Documents. Upon such conversion of the Note, Purchaser hereby agrees to execute and deliver to the Company all transaction documents related to the Qualified Financing as have been entered into by other investors purchasing Qualified Securities (with the same rights as are granted to other investors in such Qualified Financing), including a purchase agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions (including a lock-up agreement in connection with a public offering); provided, that the Purchaser will not be required to (i) undertake investor obligations that are not applied to all of the new investors in such Qualified Financing, (ii) agree to any restrictive covenant in connection with the Qualified Financing (including, without limitation, any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Qualified Financing) or any release of claims and (iii) amend, extend or terminate any contractual or other relationship with the Company or its Affiliates.

3. Representations and Warranties of the Company. The Company (which term shall include any subsidiaries of the Company, other than in respect of Sections 3(b), (c), (d), (g) and (h)) hereby represents and warrants to Purchaser that, except as set forth on the Disclosure Schedule attached as Exhibit A to this Agreement, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the date of the Closing, except as otherwise indicated. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections contained in this Section 3, and the disclosures in any section of the Disclosure Schedule shall qualify other sections in this Section 3 only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections:

(a) Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Alabama. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have, whether individually or in the aggregate, a Material Adverse Effect.

(b) Corporate Power. The Company has all requisite corporate power to execute and deliver the Transaction Agreements, to sell and issue the Note hereunder, and to carry out and perform its obligations hereunder and thereunder. The Company’s Board of Directors (the “Board”) has approved the execution and performance of the Transaction Agreement, the performance of all obligations of the Company under the Transaction Agreements to be performed as of the Closing and the issuance of the Note.

(c) Authorization. All corporate action on the part of the Company, the Board and the Company’s stockholders necessary for the authorization, execution, delivery and performance of the Transaction Agreements and the issuance and delivery of the Note has been taken; except that the Company has not obtained the necessary corporate approval for the authorization of any shares of capital stock issuable upon conversion of the Note. Assuming due authorization, execution and delivery by Purchaser, the Transaction Agreements each constitute a valid and binding obligation of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors’ rights generally and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies (“Enforceability Exceptions”).

(d) Capitalization; Valid Issuance of Securities.

(i) The authorized capital of the Company consists, immediately prior to the Closing, of:

(1) 15,000,000 shares of the Company’s common stock, par value $0.01 (“Common Stock”), 2,218,500 of which are issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.

(2) 10,000,000 shares of Preferred Stock, $0.01 par value per share (the “Preferred Stock”), 400,000 of which are designated A Preferred Stock, all of which are issued and outstanding, 300,000 of which are designated Series A-1 Preferred Stock, all of which are issued and outstanding, 1,122,077 of which are designated Series A-2 Preferred Stock, 1,117,013 of which are issued and outstanding, 499,200 of which are designated Series A-3 Preferred Stock, all of which are issued and outstanding, 718,997 of which are designated Series A-4 Preferred Stock, all of which are issued and outstanding, and 4,620,000 of which are designated Series A-5 Preferred Stock, 367,015 of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock are as stated in the Amended and Restated Certificate of Incorporation, as amended, in the form of Exhibit C attached to this Agreement (the “Restated Certificate”) and as provided by the Alabama Business Corporation Law.

(ii) The Company has reserved a total of 2,100,000 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its 2017 Stock Option Plan duly adopted by the Board and approved by the Company stockholders (as amended, the “Stock Plan”). Of such reserved shares of Common Stock, 73,700 shares have been issued pursuant to exercise of outstanding options; options to purchase 2,086,450 shares of Common Stock pursuant to stock option grant agreements have been granted; 2,012,750 options to purchase shares of Common Stock are currently outstanding; and 13,550 shares of Common Stock remain available for grant to officers, directors, employees and consultants pursuant to the Stock Plan.

(iii) There are currently outstanding Warrants (as defined below) to purchase 367,015 shares of Series A-5 Preferred Stock. In addition, as of the record date, the Company has issued convertible promissory notes having an original principal amount of $1,450,000 (in the aggregate), at an interest rate of 6% per annum pursuant to the Current Offering (collectively, the “Existing Notes”). The Existing Notes provide for the conversion of the outstanding principal and interest into the capital stock of the Company and, if applicable, a Warrant or Warrants (as defined below), upon the occurrence of certain conversion events described in the Warrants. Each Existing Note provides that the holder of the Existing Note may voluntarily convert the Existing Note at a price of $13.00 per share of Series A-5 Preferred Stock. If an Existing Note holder voluntarily converts the Existing Note, the Existing Note holder shall be entitled to receive (in addition to Series A-5 Preferred Stock) a warrant to purchase one share of Series A-5 Preferred Stock, exercisable at an exercise price of $20.00 (each, a “Warrant”), for each share of Series A-5 Preferred Stock issued to such holder as a result of the conversion event.

(iv) Schedule 3(d)(iv) of the Disclosure Schedule sets forth the capitalization of the Company on a fully diluted basis immediately prior to the Closing in summary form. Except for (A) the conversion privileges of the Note to be issued under this Agreement, and (B) the securities and rights described in Section 3(d)(ii)-(iii) of this Agreement and Schedule 3(d)(iv) of the Disclosure Schedule, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock or Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock or Preferred Stock. Except as set forth in the Restated Certificate, the Company has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock.

(e) Governmental Consents. Assuming the accuracy of the representations made by the Purchaser in Section 4 of this Agreement, all consents, approvals, orders or authorizations of, or registrations, qualifications, designations, declarations or filings with, any governmental authority required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement and the issuance of the Note has been obtained, except for filings pursuant to applicable state securities laws and Regulation D of the Securities Act.

(f) Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to the Company’s knowledge, currently threatened (i) against the Company or any officer, director or key employee of the Company arising out of their employment or board relationship with the Company; (ii) that questions the validity of the Transaction Agreements or the right of the Company to enter into them, or to consummate the transactions contemplated by the Transaction Agreements; or (iii) to the Company’s knowledge, that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Company nor, to the Company’s knowledge, any of its officers, directors or key employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers, directors or key employees, such as would affect the Company). There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.

(g) Compliance with Laws and Permits. The Company is not in violation or default in any material respect of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which could reasonably be expected to have a Material Adverse Effect. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

(h) Compliance with Other Instruments. The Company is not in violation or default (A) of any provision of its Restated Certificate or bylaws, of (B) any provision of any material mortgage, indenture or contract to which it is a party or by which it is bound or (C) of any material judgment, decree, order or writ. The execution, delivery and performance of this Agreement and the issuance of the Note hereunder will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties. Without limiting the foregoing, the Company has obtained valid waivers of any rights (including any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights) of other parties to purchase any of the Securities covered by this Agreement.

(i) Disqualification. The Company has exercised reasonable care to determine whether any Company Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Securities Act (“Disqualification Events”). To the Company’s knowledge, no Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent required, with any disclosure obligations under Rule 506(e) under the Act. For purposes of this Agreement, “Company Covered Persons” are those persons specified in Rule 506(d)(1) under the Act; provided, however, that Company Covered Persons do not include (i) Purchaser, or (ii) any person or entity that is deemed to be an affiliated issuer of the Company solely as a result of the relationship between the Company and Purchaser.

(j) Offering. Assuming the accuracy of the representations and warranties of Purchaser contained in Section 4 below, the offer, issue and sale of the Securities is exempt from the registration and prospectus delivery requirements of the Securities Act, and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Note to any person or persons so as to bring the sale of such Note by the Company within the registration provisions of the Securities Act or any state securities laws.

(k) Use of Proceeds. The Company shall use the proceeds of the Note solely for Permitted Uses.

(l) Financial Statements.

(i) The Company has delivered to Purchaser its audited financial statements as of December 31, 2021 and 2020 and for the fiscal year ended December 31, 2021 and 2020 and its unaudited financial statements (including balance sheet, income statement and statement of cash flows) as of December 31, 2022 (the “Balance Sheet Date”) and for the 12-month period ended on the Balance Sheet Date (collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated, except that the unaudited Financial Statements may be subject to normal and recurring year end adjustments and may not contain all footnotes required by GAAP. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP.

(i) Except as set forth in the Financial Statements, the Company has no material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the Balance Sheet Date; (ii) obligations under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under GAAP to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect.

(ii) The Company is not a guarantor or indemnitor of any indebtedness of any individual, corporation, partnership, trust, limited liability company, association or other entity.

(iii) The property and assets that the Company owns are free and clear of all mortgages, security interests, pledges, deeds of trust, liens, and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets.

(m) Tax Returns and Payments. There are no federal, state, county, local or foreign taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency. The Company has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year. For U.S. federal (and applicable state and local) income tax purposes, the Company is, and at all times since its formation has been, properly classified and treated as a C corporation, and no person has taken any other action to the contrary (including by filing an IRS Form 8832). The Company is not now and has never been a “United States real property holding corporation” as defined in the Code and any applicable regulations promulgated thereunder.

(n) Intellectual Property.

(i) The Company owns or possesses or can acquire on commercially reasonable terms sufficient legal rights to all Company Intellectual Property without any known conflict with, or known infringement of, the rights of others, including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past. The Company has not received any communications alleging that the Company has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person.

(ii) No product or service marketed or sold (or to the Knowledge of the Company, proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party.

(iii) Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person.

(iv) The Company has obtained and possesses, to the Company’s knowledge, valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Company’s business.

(v) Each employee and consultant has assigned to the Company all intellectual property rights he or she owns that are related to the Company’s business as now conducted and as presently proposed to be conducted and all intellectual property rights that he, she or it solely or jointly conceived, reduced to practice, developed or made during the period of his, her or its employment or consulting relationship with the Company that (A) relate, at the time of conception, reduction to practice, development, or making of such intellectual property right, to the Company’s business as then conducted or as then proposed to be conducted, (B) were developed on any amount of the Company’s time or with the use of any of the Company’s equipment, supplies, facilities or information or (C) resulted from the performance of services for the Company. It will not be necessary to use any inventions of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment by the Company, including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past.

(vi) No government funding, facilities of a university, college, other educational institution or research center, or funding from third parties was used in the development of any Company Intellectual Property. No Person who was involved in, or who contributed to, the creation or development of any Company Intellectual Property, has performed services for the government, university, college, or other educational institution or research center in a manner that would affect Company’s rights in the Company Intellectual Property.

(o) Affiliate Transactions.

(i) Other than (i) standard employee benefits generally made available to all employees and standard employment contracts made available to Purchaser prior to the date hereof, and (ii) the Transaction Agreements to be entered into on or prior to the Closing, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, consultants or key employees, or any Affiliate (as defined below) thereof.

(ii) The Company is not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees. None of the Company’s directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing are, directly or indirectly, indebted to the Company or, to the Company’s knowledge, have any (i) material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of the Company’s customers, suppliers, service providers, joint venture partners, licensees and competitors, (ii) direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation which competes with the Company except that directors, officers, employees or stockholders of the Company may own shares in (but not exceeding five percent (5%) of the outstanding share capital of) publicly traded companies that may compete with the Company; or (iii) financial interest in any material contract with the Company.

(p) Foreign Corrupt Practices Act. Neither the Company nor any of its directors or officers, nor, to the Company’s knowledge, any of its employees or agents have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person. Neither the Company nor any of its directors. or officers, nor, to the Company’s knowledge, any of its employees or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation. The Company further represents that it has maintained, and has caused each of its subsidiaries and affiliates to maintain, systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) and written policies intended to ensure compliance with the FCPA or any other applicable anti-bribery or anti-corruption law, and intended to ensure that all books and records of the Company accurately and fairly reflect, in reasonable detail, all transactions and dispositions of funds and assets. Neither the Company nor, to the Company’s knowledge, any of its officers, directors or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to the FCPA or any other anti-corruption law.

(q) Preclinical Development and Clinical Trials. The studies, tests, preclinical development and clinical trials, if any, conducted by or on behalf of the Company are being conducted in all material respects in accordance with experimental protocols, procedures and controls pursuant to accepted professional and scientific standards for products or product candidates comparable to those being developed by the Company and all applicable laws and regulations, including the Federal Food, Drug, and Cosmetic Act and 21 C.F.R. parts 50, 54, 56, 58, 312, and 812. The descriptions of, protocols for, and data and other results of, the studies, tests, development and trials conducted by or on behalf of the Company that have been furnished or made available to the Purchasers are accurate and complete. The Company is not aware of any studies, tests, development or trials the results of which reasonably call into question the results of the studies, tests, development and trials conducted by or on behalf of the Company, and the Company has not received any notices or correspondence from the U.S. Food and Drug Administration (“FDA”) or any other governmental entity or any institutional review board or comparable authority requiring the termination, suspension or material modification of any studies, tests, preclinical development or clinical trials conducted by or on behalf of the Company.

(r) FDA Approvals. The Company possesses all permits, licenses, registrations, certificates, authorizations, orders and approvals from the appropriate federal, state or foreign regulatory authorities necessary to conduct its business, including all such permits, licenses, registrations, certificates, authorizations, orders and approvals required by the FDA or any other federal, state or foreign agencies or bodies engaged in the regulation of drugs, pharmaceuticals, medical devices or biohazardous materials. The Company has not received any notice of proceedings relating to the suspension, modification, revocation or cancellation of any such permit, license, registration, certificate, authorization, order or approval. Neither the Company nor, to the Company’s knowledge, any officer, employee or agent of the Company has been convicted of any crime or engaged in any conduct that has previously caused or would reasonably be expected to result in (A) disqualification or debarment by the FDA under 21 U.S.C. Sections 335(a) or (b), or any similar law, rule or regulation of any other governmental entities, (B) debarment, suspension, or exclusion under any federal healthcare programs or by the General Services Administration, or (C) exclusion under 42 U.S.C. Section 1320a-7 or any similar law, rule or regulation of any governmental entities. Neither the Company nor any of its officers nor , to the Company’s knowledge, any of its employees, contractors or agents is the subject of any pending or threatened investigation by FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” policy as stated at 56 Fed. Reg. 46191 (September 10, 1991) (the “FDA Application Integrity Policy”) and any amendments thereto, or by any other similar governmental entity pursuant to any similar policy. Neither the Company nor any of its officers nor, to the Company’s knowledge, any of its employees, contractors, and agents has committed any act, made any statement or failed to make any statement that would reasonably be expected to provide a basis for FDA to invoke the FDA Application Integrity Policy or for any similar governmental entity to invoke a similar policy. Neither the Company nor any of its officers nor, to the Company’s knowledge, any of its employees, contractors, or agents has made any materially false statements on, or material omissions from, any notifications, applications, approvals, reports and other submissions to FDA or any similar governmental entity.

(s) FDA Regulation. The Company is and has been in compliance with all applicable laws administered or issued by the FDA or any similar governmental entity, including the Federal Food, Drug, and Cosmetic Act and all other laws regarding developing, testing, manufacturing, marketing, distributing or promoting the products of the Company, or complaint handling or adverse event reporting.

(t) Reliance. Seller acknowledges and agrees that Seller is not relying and has not relied on any representations or warranties of Purchaser whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties set forth in Section 4.

4. Representations and Warranties of the Purchaser. Purchaser hereby represents and warrants to the Company, which representations and warranties are made as of the date of the Closing, that:

(a) Authorization. Purchaser has full power and authority to enter into the Transaction Agreements. The Transaction Agreements to which Purchaser is a party, when executed and delivered by such Purchaser, will constitute a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, except as limited by Enforceability Exceptions.

(b) Purchase Entirely for Own Account. This Agreement is made with Purchaser in reliance upon such Purchaser’s representation to the Company, which by Purchaser’s execution of this Agreement, Purchaser hereby confirms, that the Securities to be acquired by Purchaser will be acquired for investment for Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, Purchaser further represents that Purchaser does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities. Purchaser either has not been formed for the specific purpose of acquiring the Securities, or each beneficial owner of equity securities of or equity interests in Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(c) Disclosure of Information. Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Securities with the Company’s management and has had an opportunity to review the Company’s facilities. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 3 of this Agreement or the right of the Purchaser to rely thereon.

(d) Ability to Bear Economic Risk. Purchaser acknowledges that investment in the Securities involves a high degree of risk, and represents that such Purchaser is able, without materially impairing Purchaser’s financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of Purchaser’s investment.

(e) Restricted Securities. Purchaser understands that the Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Purchaser’s representations as expressed herein. Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Purchaser must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Purchaser acknowledges that the Company has no obligation to register or qualify the Securities for resale. Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

(f) No Public Market. Purchaser understands that no public market now exists for the Securities, and that the Company has made no assurances that a public market will ever exist for the Securities.

(g) Legends. Purchaser understands that the Securities, and any securities issued in respect thereof or exchange therefor, may bear one or all of the following legends:

(i) “THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.”

(ii) Any legend required by the securities laws of any state to the extent such laws are applicable to the Securities or any securities issued in respect thereof or exchanged therefor.

(h) Accredited Investor. Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(i) No “Bad Actor” Disqualification. Such Purchaser represents and warrants that neither (A) such Purchaser nor (B) any entity that controls such Purchaser or is under the control of, or under common control with, such Purchaser, is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed in writing in reasonable detail to the Company. Such Purchaser represents that such Purchaser has exercised reasonable care to determine the accuracy of the representation made by such Purchaser in this paragraph, and agrees to notify the Company if such Purchaser becomes aware of any fact that makes the representation given by such Purchaser hereunder inaccurate.

(j) No General Solicitation. Neither Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Securities.

(k) Headquarters; Principal Executive Offices. For purposes of securities laws and filings thereunder, Purchaser’s headquarters and principal executive offices are located at 1101 Marina Village Parkway, Suite 201, Alameda, California 94501.

(l) Reliance. Purchaser acknowledges and agrees that Purchaser is not relying and has not relied on any representations or warranties of Seller whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties set forth in Section 3 (as qualified by the Disclosure Schedules).

5. Conditions of Purchaser’s Obligations at Closing. The obligations of Purchaser to the Company under this Agreement are subject to the fulfillment, on or before the applicable Closing, of each of the following conditions, unless otherwise waived by Purchaser:

(a) Representations and Warranties. The representations and warranties of the Company contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

(b) Compliance Certificate. The CEO of the Company shall deliver to Purchaser at the Closing a certificate certifying that the condition specified in Section 5(a) has been fulfilled.

(c) Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective as of the Closing.

(d) Subordination. The Company shall deliver to Purchaser the Subordination Agreement, duly executed by the Company and the holders of any Indebtedness of the Company.

(e) Wire Instructions. The Company shall deliver to Purchaser the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer.

(f) Indemnification Agreement. The Company shall have executed and delivered the Indemnification Agreement.

(g) Board of Directors. As of the Closing, the authorized size of the Board shall be seven (7), and the Board shall be comprised of Michael D. Bentley, Barbara Fisk, J. Milton Harris, James R. Hudson, Jr., Steve Ledger, Randall Moreadith and Noteholder Director.

6. Conditions of the Company’s Obligations at Closing. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

(a) Representations and Warranties. The representations and warranties of Purchaser contained in Section 4 shall be true on and as of such Closing with the same effect as though such representations and warranties had been made on and as of such Closing.

(b) Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective as of such Closing.

(c) Delivery of IRS Form W-9. Purchaser shall have completed and delivered to the Company a validly executed IRS Form W-9.

(d) Subordination. Purchaser shall deliver to the Company the Subordination Agreement.

7. Negative Covenants of the Company. The Company agrees that while the Note is outstanding, the Company shall not (and shall cause each of its subsidiaries not to) without the prior written consent of Purchaser (in addition to any other written consent or vote required to be obtained pursuant to the Restated Certificate as in effect from time to time):

(a) other than the Current Offering (as defined in the Note), create, incur, authorize the creation of, issue, or authorize the issuance of, any indebtedness for borrowed money (excluding customary trade payables, customary trade credit, and ordinary course corporate credit card arrangements), whether or not convertible into equity securities of the Company (collectively, “Indebtedness”);

(b) create, incur or grant any lien, pledge or security interest in the assets of the Company or its subsidiaries (including any pledge of the equity of any subsidiaries);

(c) other than the Current Offering, create, incur, authorize the creation of, issue, or authorize the issuance of, any additional convertible promissory notes, simple agreements for future equity (SAFEs) or other instruments convertible or exercisable into equity of the Company (excluding, for the avoidance of doubt, (i) options issued to employees under an existing incentive plan and (ii) Qualified Securities);

(d) other than in a Qualified Merger, convey, sell, lease, transfer or otherwise dispose of (collectively, “Transfer”), or permit any of the subsidiaries to Transfer, all or any part of its business or property, except for Transfers in the ordinary course of business;

(e) other than in a Qualified Merger, merge or consolidate, or permit any of the subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of the subsidiaries to acquire, all or substantially all of the capital stock or property of another Person;

(f) make or permit payment on any Indebtedness, except under the terms of the Subordination Agreement;

(g) directly or indirectly enter into or permit to exist any material transaction with any Affiliate, except for (i) transactions that are in the ordinary course of the business upon fair and reasonable terms that are no less favorable to the Company than would be obtained in an arm’s length transaction with a non-affiliated Person and (ii) compensation arrangements approved by a majority of the disinterested members of the Company’s Board of Directors; or

(h) (i) directly or indirectly make any investment; or (ii) pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock; provided that (A) the Company may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof and (B) the Company may pay dividends solely in Common Stock.

8. Issuance of Conversion Stock. The Company shall, prior to the conversion of the Note into capital stock of the Company, reserve from its authorized but unissued shares of its capital stock for issuance and delivery upon the conversion of the Note, such number of shares of capital stock (“Conversion Stock”), and any shares of Common Stock, and, prior to the conversion of the Note, will take all steps necessary to amend its certificate of incorporation to provide sufficient authorized numbers of shares of Conversion Stock issuable upon the conversion of the Note (and shares of its Common Stock for issuance upon conversion of such Conversion Stock). All such shares shall be duly authorized, and when issued upon any such conversion, shall be validly issued, fully paid and non-assessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights, except encumbrances or restrictions arising under federal or state securities laws.

9. Purchaser Board Seat.

(a) For so long as the Note is outstanding, Purchaser will be entitled to designate a nominee to serve as a director on the Board (the “Noteholder Director”), to participate as a director at all meetings of the Board and committees of the Board and to receive copies of all materials distributed to the Board and committees of the Board concurrently with distribution to other directors. Prior to such nominee joining the Board, the Company will (i) obtain standard director and officer insurance with a carrier in an amount satisfactory to the Board of Directors and (ii) enter into an indemnification agreement with the Purchaser’s director nominee in form attached hereto as Exhibit E (the “Indemnification Agreement”).

(b) For so long as the Noteholder Director is serving on the Board of Directors, the Company shall not cease to maintain a directors and officer insurance policy. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of the Noteholder Director as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the certificate of incorporation, or elsewhere, as the case may be.

(c) The Company hereby acknowledges that the Noteholder Director nominated to may have certain rights to indemnification, advancement of expenses and/or insurance provided by Purchaser and certain of its Affiliates (collectively, the “Purchaser Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Noteholder Director are primary and any obligation of the Purchaser Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Noteholder Director are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by the Noteholder Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any the Noteholder Director to the extent legally permitted and as required by the Restated Certificate or Bylaws of the Company (or any agreement between the Company and the Noteholder Director), without regard to any rights the Noteholder Director may have against the Purchaser Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Purchaser Indemnitors from any and all claims against the Purchaser Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Purchaser Indemnitors on behalf of any the Noteholder Director with respect to any claim for which the Noteholder Director has sought indemnification from the Company shall affect the foregoing and the Purchaser Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Noteholder Director against the Company. The Noteholder Director and the Purchaser Indemnitors are intended third-party beneficiaries of this Section 9(c) and shall have the right, power and authority to enforce the provisions of this Section 9(c) as though they were a party to this Agreement.

10. Information and Inspection Rights.

(a) The Company shall deliver to the Purchaser:

(i) (A) on the date of Closing, the Initial Budget and (B) as soon as practicable, but in any event 30 days before the end of each fiscal year, a Budget.

(ii) as soon as practicable, but in any event within 90 days after the end of each fiscal year of the Company (A) a balance sheet as of the end of such year, (B) statements of income and of cash flows for such year, and (C) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of regionally recognized standing selected by the Company;

(iii) as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with generally accepted accounting principles (except that such financial statements may (A) be subject to normal year-end audit adjustments; and (B) not contain all notes thereto that may be required in accordance with generally accepted accounting principles); and

(iv) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as Purchaser may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 10(a) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

(b) If any holder of Indebtedness or securityholder of the Company receives information or reporting rights with respect to the Company and its subsidiaries that are in addition to or more favorable than the information rights of Purchaser contained herein, then the Company agrees that any such additional and/or more favorable information or reporting rights shall also be granted to Purchaser, and all such information or reporting shall be delivered to the Purchaser contemporaneously with delivery to such other Person.

(c) If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries.

(d) The Company shall permit Purchaser to visit and inspect the Company’s properties; examine its books of account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by Purchaser; provided, however, that the Company shall not be obligated pursuant to this Section 10(d) to provide access to any information that it reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

(e) The Company shall give prompt written notice to Acquiror of (i) any breach of any representation or warranty of the Company contained in this Agreement or any other Transaction Agreement, (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Effect, (iii) any failure of the Company or any other Affiliate of the Company to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or (iv) any Event of Default.

11. Good Faith Efforts. Each party shall work in good faith expeditiously towards negotiating the terms of, and executing and delivering such documents relating to, and taking such action necessary to effectuate the Qualified Merger.

12. Participation Rights. Purchaser shall have a pro rata right (but not an obligation), based on such Purchaser’s percentage ownership in the Company (assuming the conversion of all outstanding convertible notes held by such Purchaser at a price per share equal to the Capped Price (or Conversion Price if the Discount Price is known)) to participate in subsequent issuances of New Securities, including but not limited to in connection with a Qualified Financing or Non-Qualified Financing. The Company shall give notice (the “Offer Notice”) to Purchaser, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. By notification to the Company within 20 days after the Offer Notice is given, Purchaser may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by Purchaser (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Note in the manner described above) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and any other securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants). The closing of any sale of New Securities pursuant to the Offer Notice shall occur within 90 days of the date that the Offer Notice is given.

13. Finder’s Fee. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

14. Permitted Uses. The Company shall use all cash proceeds from the sale of the Note solely for the purpose of the Company’s research and development work (including through third-party contractors), professional and administrative expenses, and for general working capital only (in accordance with a Budget) (“Permitted Uses”).

15. Miscellaneous.

(a) Governing Law. This Agreement, and all matters arising directly and indirectly herefrom (“Covered Matters”), shall be governed in all respects by the laws of the State of Delaware as such laws are applied to agreements between parties in the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). Each of the parties hereto irrevocably submits to the personal jurisdiction and venue of the Chancery Court of Delaware, or if such court is unavailable, the United States District Court for Delaware, and any appellate courts from any thereof for the purpose of any suit, action, proceeding or judgment relating to or arising out of the Covered Matters. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each party agrees that service of process upon such party in any such claim, action, or proceeding shall be effective if notice is given in accordance with the provisions of this Agreement. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION, OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(a).

(b) Entire Agreement. This Agreement, and the documents referred to herein constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements existing between the parties hereto are expressly canceled.

(c) Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Company and the Purchaser and the Debt Financing Source. Any amendment or waiver effected in accordance with this Section 15‎(c) shall be binding upon Purchaser and each transferee of the Securities, each future holder of all such Securities, and the Company; provided that no such waiver in any one instance shall be construed to be a continuing waiver or a waiver in any other instance unless it expressly so provides. No delay or omission on the part of any party hereto in exercising any right under this Agreement shall operate as a waiver of such right or of any other right of such party, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion.

(d) Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may not assign any of its rights and obligations under this Agreement. Purchaser may not assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company; provided, that no such consent of the Company shall be required for any assignment to Purchaser’s Affiliates or the Debt Financing Source.

(e) Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or e mail, upon written confirmation of receipt by facsimile, e mail or otherwise, (b) on the first business day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth on the signature page, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

(f) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(g) Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

(h) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. This Agreement may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes.

(i) Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security as a prerequisite to obtaining equitable relief.

(j) Tax Matters. The parties hereto agree (i) that, for U.S. federal (and applicable state and local) income tax purposes, the Note is intended to be treated as stock that is not “preferred stock” for purposes of Sections 304, 305, 306, 354, 368 and 1036 of the Code and the conversion of the Note is intended to be treated as a tax-free reorganization within the meaning of Section 368(a)(1)(E) of the Code (collectively, the “Tax Treatment”) and (ii) to adhere to the Tax Treatment for U.S. federal income tax purposes and not to file any tax return or take any action inconsistent with the foregoing, except as otherwise required by a determination within the meaning of Section 1313 of the Code. The Company will use its reasonable best efforts to avoid becoming a tax resident in any jurisdiction other than the United States.

(k) Interpretation. When a reference is made in this Agreement to a Section, Article, Exhibit or Schedule such reference shall be to a Section, Article, Exhibit or Schedule of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement or in any Exhibit or Schedule are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to the Agreement as a whole and not to any particular provision in this Agreement. The term “or” is not exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall.” References to days mean calendar days unless otherwise specified.

(l) Debt Financing Source. The Debt Financing Source is an intended third-party beneficiaries of Sections 15(c) and (d) and shall have the right, power and authority to enforce the provisions of such Sections 15(c) and (d) as though they were a party to this Agreement.

Remainder of page intentionally left blank; signature pages follow.

The parties have executed this Convertible Note Purchase Agreement as of the date first written above.

SIGNATURE PAGE TO CONVERTIBLE NOTE PURCHASE AGREEMENT

The parties have executed this Convertible Note Purchase Agreement as of the date first written above.

SIGNATURE PAGE TO CONVERTIBLE NOTE PURCHASE AGREEMENT

Exhibit 10.4

THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

CONVERTIBLE PROMISSORY NOTE

For value received, Serina Therapeutics, Inc., an Alabama corporation (the “Company”), promises to pay to AgeX Therapeutics, Inc., a Delaware corporation (the “Holder”), the principal sum of $10,000,000. Interest shall accrue from the date of this Convertible Promissory Note (this “Note”) on the unpaid principal amount at a simple interest rate equal to 7% per annum, computed on the basis of the 360-day year of twelve 30-day months. This Note is issued pursuant to that certain Convertible Note Purchase Agreement dated March 15, 2023 (the “Purchase Agreement”). The Company shall maintain a ledger of the amount of principal and interest due and payable or to become due and payable under this Note. Capitalized terms not otherwise defined herein have the meaning given to them in the Purchase Agreement. This Note is subject to the following terms and conditions.

1. Maturity. Unless converted pursuant to Section 2, principal and any accrued but unpaid interest under this Note shall be due and payable upon demand of the Holder any time on or after the date (the “Maturity Date”) that is 36 consecutive calendar months following the date of the Closing. Subject to Section 2 below, interest shall accrue on this Note and shall be due and payable with each installment of principal. On or after the Maturity Date, upon the written demand of the Holder in its sole discretion, the entire principal sum of this Note, together with accrued and unpaid interest there on, shall be (a) paid in one lump sum payment within 5 business days following the Holder’s demand or (b) converted into shares of the Company pursuant to Section 2(f) below. Notwithstanding the foregoing, the entire unpaid principal sum of this Note, together with accrued and unpaid interest thereon, shall become immediately due and payable upon any of the following (each, an “Event of Default”): (i) the commission of any act of bankruptcy by the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X), (ii) the execution by the Company of a general assignment for the benefit of creditors, (iii) the filing by or against the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) of a petition in bankruptcy or any petition for relief under the federal bankruptcy act (or, in each case, under any similar insolvency law) or the continuation of such petition without dismissal for a period of 60 calendar days or more, (iv) the appointment of a receiver or trustee to take possession of the property or assets of the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X), (v) failure of the Company to pay any amount due under the Note when due, which failure to pay is not cured by the Company within 5 business days of written notice thereof, (vi) unless waived by the Holder, the Company’s material breach of any representation, warranty or covenant of the Company under the Transaction Agreements or Note, which breach, if curable, is not cured by the Company within 10 business days of written notice by the Holder thereof, (vii) the Company or any subsidiary shall default on any of its obligations under any Indebtedness which default causes the Indebtedness thereunder to (x) become prematurely due and payable, (y) be placed on demand or (z) become capable of being declared by or on behalf of a creditor thereunder to be prematurely due and payable or being placed on demand, in each case, as a result of such default or any provision having a similar effect (howsoever prescribed), (viii) any monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their respective property or other assets for more than $250,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 45 calendar days, and (ix) the Company experiences a Material Adverse Effect. Upon the occurrence of any Event of Default, in addition to all amounts hereunder becoming immediately due and payable, the Holder may pursue any available remedy, whether at law or in equity. Additionally, and subject to Section 6 below, upon the occurrence of any Event of Default, an interest rate of 10% per annum and computed on the basis of the 360-day year of twelve 30-day months, shall apply to all outstanding amounts until fully paid from the date they are declared due and payable.

2. Conversion.

(a) Qualified Financing. Upon the Company’s next sale of preferred stock, if on or before the Maturity Date, yielding gross proceeds to the Company of at least $25,000,000 (excluding conversion of the Note and any other convertible promissory notes or similar convertible securities) (the “Requisite Conversion Proceeds”) in a single transaction or a series of related transactions for the purpose of raising capital (a “Qualified Financing”), all outstanding principal and accrued but unpaid interest under this Note (the “Conversion Amount”) shall automatically convert into equity securities of the Company as set forth in Section 2(b).

(b) Terms of Conversion Upon a Qualified Financing. If there is a Qualified Financing on or prior to the Maturity Date, then this Note shall automatically convert in the initial closing of the Qualified Financing (or, if the proceeds at the initial closing of such Qualified Financing are less than the Requisite Conversion Proceeds, at such closing wherein the aggregate proceeds raised (including all Qualified Financing closings then to date) are not less than the Requisite Conversion Proceeds) into (X) that number of Next Round Securities equal to the Conversion Amount divided by the Conversion Price. All fractional shares shall be deemed forfeited and the Holder shall receive cash consideration following application of the computations set forth in the immediately preceding sentence in consideration therefor.

(c) Definitions.

(i) “Capped Price” means the price per share equal to the Valuation Cap divided by the Company Capitalization;

(ii) “Company Capitalization” means as of immediately prior to the Qualified Financing (or Sale Event), all issued and outstanding share capital of the Company on an as-converted and fully diluted basis, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, including other convertible note instruments or SAFE’s issued by the Company after the date hereof which are converting in such Qualified Financing, and including all common shares reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Qualified Financing (or Sale Event), including this Note;

(iii) “Conversion Price” means the lower of (i) the Capped Price and (ii) the Discount Price;

(iv) “Discount Price” means the Investors’ Price multiplied by 80%;

(v) “Investors’ Price” means the lowest price per share at which the shares of Next Round Securities are sold to cash investors in the Qualified Financing (which price per share shall be net of any fees (including broker or finder fees), discounts, commissions or similar reductions from the Company’s gross proceeds);

(vi) “Next Round Securities” means the series of preferred stock of the Company issued to the investors investing new money in the Company in connection with the initial closing of the Qualified Financing; and

(vii) “Valuation Cap” means $105,000,000.

(d) Sale Event. If the Company consummates a Change of Control (as defined below) (a “Sale Event”) while any Conversion Amount under this Note remains outstanding, then immediately prior to the consummation of such Sale Event the outstanding principal and any accrued but unpaid interest on this Note shall, at the option of the Holder, in its sole discretion, convert into either (A) cash in an amount equal to 100% of the outstanding principal amount of this Note plus the accrued but unpaid interest on this Note or (B) immediately prior to the closing of the Sale Event, convert into, or be deemed to convert into, the highest ranking shares of the Company then issued at a conversion price equal to the Liquidity Price. The Company shall give the Holder notice of a Sale Event not less than 21 calendar days prior to the anticipated date of consummation of the Sale Event. Any repayment pursuant to this paragraph in connection with a Sale Event shall be subject to any required tax withholdings, and may be made by the Company (or any party to such Sale Event or its agent) following the Sale Event in connection with payment procedures established in connection with such Sale Event. For purposes of this Note:

(i) “Change of Control” means a Deemed Liquidation Event as defined in the Company’s Certificate of Incorporation as amended from time to time or the Company enters into a license agreement with an upfront payment of at least $25 million with a total license value equal to or in excess of the Valuation Cap; provided that a Qualified Merger (as defined in the Purchase Agreement) shall not be a Change of Control.

(ii) “Liquidity Price” means the lowest price per share at which the shares of Senior Round Securities are sold to cash investors (which price per share shall be net of any fees (including broker or finder fees), discounts, commissions or similar reductions from the Company’s gross proceeds).

(iii) “Senior Round Securities” means the most senior series of preferred stock of the Company issued to the investors investing at least $5,000,000 of new money in the Company in a single transaction or a series of related transactions for the purpose of raising capital.

(e) Qualified Merger. In the event the Company consummates, on or before the Maturity Date, a Qualified Merger while any Conversion Amount under this Note remains outstanding, then upon the consummation of such Qualified Merger this Note shall remain outstanding and become an intercompany asset of the Holder, and the intercompany liability of the Company.

(f) Optional Conversion at Non-Qualified Financing. In the event the Company consummates, on or before the Maturity Date, an equity financing pursuant to which it sells shares of Preferred Stock in a transaction that does not constitute a Qualified Financing (a “Non-Qualified Financing”), then the Holder shall have the option to treat such equity financing as a Qualified Financing on the same terms set forth herein.

(g) Conversion at or after Maturity. In the event that the Note remains outstanding on or after the Maturity Date and the Holder elects to convert the Note within 45 calendar days after the Maturity Date, the Note shall convert into the most senior shares of the Company at the time of the conversion at a conversion price equal to the Capped Price calculated as of such time.

3. Mechanics and Effect of Conversion. No fractional shares of the Company’s capital stock will be issued upon conversion of this Note and any unconverted principal and interest shall be repaid in cash by the Company to the Holder promptly following conversion of this Note. Upon conversion of this Note pursuant to Section 2 and without limitation of the terms thereof, the Holder shall surrender this Note, duly endorsed, to the Company for cancellation, and subject to the terms of the Transaction Agreements, shall deliver to the Company any other documentation reasonably required by the Company in connection with such conversion. At its expense, the Company will, as soon as practicable thereafter, issue and deliver to such Holder a notice of issuance for the shares to which such Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note. The Company shall not be required to issue or deliver the capital stock or other property into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company such documentation. Upon conversion of this Note in accordance with the terms hereof, the Company will be forever released from all of its obligations and liabilities under this Note with regard to that portion of the principal amount and accrued interest being converted including without limitation the obligation to pay such portion of the principal amount and accrued interest.

4. Payment. All payments shall be made in lawful money of the United States of America in immediately available funds at such place as the Holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to the accrued interest then due and payable and the remainder shall be applied to principal. The Company may prepay this Note (all or part) only upon the first to occur of (i) a Sale Event, but only after the Holder has received the notice required in Section 2(d) and the Holder has not elected to convert this Note in accordance with Section 2(d) and (ii) any time after the Maturity Date if the Holder has not, within 45 calendar days after the Maturity Date, demanded payment in full of this Note or exercised its rights to convert this Note under Section 2(g). Absent a change in law after the date hereof, the Company shall not deduct or withhold any taxes from or in respect of any payment or other amount required to be issued or otherwise delivered to the Holder hereunder provided the Holder has delivered an IRS Form W-9 to Company on or before the date of such payment, issuance or delivery (as applicable).

5. Not Stockholders. Until the conversion of this Note, the Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

6. Interest Rate Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Agreements, the interest paid or agreed to be paid under the Transaction Agreements shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If the Holder shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal remaining owed under this Note or, if it exceeds such unpaid principal, refunded to the Company. In determining whether the interest contracted for, charged, or received by the Holder exceeds the Maximum Rate, the Holder may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of this Note.

7. Most Favored Nation. If the Company issues any convertible notes or similar instruments that have rights, preferences or privileges that are more favorable than the terms of the Note, the Company shall provide equivalent rights to the Holder with respect to the Note (with appropriate adjustment for economic terms or other contractual rights acceptable to the Holder). Notwithstanding anything in this Note to the contrary, the Holder agrees the immediately preceding sentence shall not apply to the Company’s current offering of convertible notes issued on the same terms as the form of note attached to the Purchase Agreement as Exhibit F, which offering will terminate on the earlier of (i) the receipt of a total of $5,000,000 for all the convertible notes issued in connection with the offering, (ii) February 28, 2023, and (iii) the termination of the offering by the Company (collectively, the “Current Offering”), .

8. Loss of Note. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and indemnity reasonably satisfactory to the Company (in case of loss, theft or destruction) or surrender and cancellation of such Note (in the case of mutilation), the Company will, without charge, make and deliver in lieu of such Note a new Note of like tenor and dated as of the date hereof.

9. Issuance of Valid eNote.

(a) Transferable Record. The Company has signed this electronically created Note using an Electronic Signature. By doing this, the Company is indicating that the Company agrees to the terms of this Note. This Note may be Authenticated, Stored and Transmitted by Electronic Means (as defined below), and will be valid for all legal purposes, as set forth in the Uniform Electronic Transactions Act, as enacted in Alabama (“UETA”), the Electronic Signatures in Global and National Commerce Act (“E-SIGN”), or both, as applicable. In addition, this Note will be an effective, enforceable and valid Transferable Record (as defined below) and may be created, authenticated, stored, transmitted and transferred in a manner consistent with and permitted by the Transferable Records sections of UETA or E-SIGN. The following terms and phrases are defined as follows: (i) “Authenticated, Stored and Transmitted by Electronic Means” means that this Note will be identified as the Note that the Company signed, saved, and sent using electrical, digital, wireless, or similar technology; (ii) “Electronic Record” means a record created, generated, sent, communicated, received, or stored by electronic means; (iii) “Electronic Signature” means an electronic symbol or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign a record; (iv) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form; and (v) “Transferable Record” means an Electronic Record that: (A) would be a note under Article 3 of the Uniform Commercial Code if the Electronic Record were in writing and (B) the Company, as the issuer, has agreed is a Transferable Record.

10. Miscellaneous.

(a) Governing Law. This Note, and all matters arising directly and indirectly herefrom (“Covered Matters”), shall be governed in all respects by the laws of the State of Delaware as such laws are applied to agreements between parties in the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). Each of the parties hereto irrevocably submits to the personal jurisdiction and venue of the Chancery Court of Delaware, or if such court is unavailable, the United States District Court for Delaware, and any appellate courts from any thereof for the purpose of any suit, action, proceeding or judgment relating to or arising out of the Covered Matters. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Note. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each party agrees that service of process upon such party in any such claim, action, or proceeding shall be effective if notice is given in accordance with the provisions of this Agreement.

(b) Entire Agreement. This Note, together with the Purchase Agreement and the documents referred to therein (including any side letter), constitute the entire agreement and understanding between the Company and the Holder relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written between them relating to the subject matter hereof.

(c) Amendments; Waivers. Any term of this Note may be amended only with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with this Section 10(c) shall be binding upon the Company, each Holder and each transferee of any Note; provided, that no such waiver in any one instance shall be construed to be a continuing waiver or a waiver in any other instance unless it expressly so provides. No delay or omission on the part of the Holder in exercising any right under this Note shall operate as a waiver of such right or of any other right of the Holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion.

(d) Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the Company and the Holder. Notwithstanding the foregoing, the Company may not assign, pledge, or otherwise transfer (each, a “Transfer”) this Note without the prior written consent of the Holder, and the Holder may not Transfer this Note without the prior written consent of the Company; provided, that such consent shall not be unreasonably withheld, conditioned or delayed in connection with any Transfer to the Holder’s Affiliates. Subject to the preceding sentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed or accompanied by a duly executed written instrument of transfer in a form reasonably satisfactory to the Company. Thereupon, a new note for the same principal amount and interest will be issued to, and registered in the name of, the transferee. Interest and principal are payable only to the registered holder of this Note.

(e) Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or e mail, upon written confirmation of receipt by facsimile, e mail or otherwise, (b) on the first business day following the date of dispatch if delivered utilizing a next-day service by a nationally recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth on the signature page of the Purchase Agreement, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

(f) Counterparts. This Note may be executed in any number of counterparts, manually or electronically, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has executed this Convertible Promissory Note as of the date first set forth above.

Exhibit 10.5

Execution Version

SUBORDINATION AGREEMENT

This Subordination Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of March 15, 2023, by and among EACH PERSON OR ENTITY SIGNATORY HERETO AS AN “INVESTOR” (each, an “Investor” and collectively, the “Investors”) and AGEX THERAPEUTICS (“AgeX”, or “Senior Creditor”).

Recitals

A. SERINA THERAPEUTICS, Inc., an Alabama corporation (“Borrower”), has requested and/or obtained certain loans or other credit accommodations from Senior Creditor.

B. Each Investor has extended loans or other credit accommodations to Borrower, and/or may extend loans or other credit accommodations to Borrower from time to time.

C. To induce Senior Creditor to extend credit to Borrower, including by the Senior Note Documents (as defined below) and, at any time or from time to time, at Senior Creditor’s option, to make such further loans, extensions of credit, or other accommodations to or for the account of Borrower, each Investor is willing to subordinate: (i) all of Borrower’s indebtedness and obligations related thereto owing to such Investor (including, without limitation, principal, premium (if any), interest, fees, charges, expenses, costs, professional fees and expenses, and reimbursement obligations), plus any dividends and/or distributions or other payments pursuant to call, put, or conversion features in connection with equity securities of Borrower issued to or held by such Investor, whether presently existing or arising in the future (the “Subordinated Debt”) to all of Borrower’s indebtedness and obligations owing to Senior Creditor as set forth herein; and (ii) all of such Investor’s security interests, if any, to all of Senior Creditor’s rights of repayment with respect to the obligations owing to Senior Creditor.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Each Investor hereby (a) acknowledges and consents to the entering into of that certain Note Purchase Agreement (as amended, supplemented, restated or otherwise modified prior to the execution thereof, the “NPA”), pursuant to which, among other things, the Borrower has agreed to issue and sell to AgeX and, subject to the terms and conditions set forth in the NPA, AgeX has agreed to purchase from the Borrower, its Convertible Promissory Note in the original principal amount as set forth therein (including any notes issued in substitution therefor or in replacement thereof, as the same may be amended, restated, supplemented or otherwise modified from time to time, the “AgeX Note”) (the NPA and the AgeX Note may hereinafter be referred to collectively as the “Senior Note Documents”), (b) acknowledges and agrees that the Senior Debt (as defined below), and the entering into of the Senior Note Documents by Borrower and its subsidiaries shall be permitted under the provisions of the Subordinated Debt documents (notwithstanding any provision of the Subordinated Debt documents to the contrary), and (c) acknowledges, agrees and covenants that Investor shall not contest, challenge or dispute the validity, priority or enforceability of the Senior Debt.

2. Each Investor hereby acknowledges and agrees that all Subordinated Debt is hereby subordinated in right of payment to all obligations of Borrower and its subsidiaries to Senior Creditor now existing or hereafter arising under the Senior Loan Documents (or any of them), together with all costs of collecting such obligations (including attorneys’ fees) and all interest accruing after the commencement by or against Borrower of any bankruptcy, reorganization or similar proceeding (such obligations, collectively, the “Senior Debt”).

3. Each Investor agrees that it will not demand or receive from Borrower or its subsidiaries (and Borrower will not and will not allow its subsidiaries to pay to such Investor) all or any part of the Subordinated Debt, by way of payment, prepayment, setoff, lawsuit or otherwise, nor will such Investor exercise any remedy with respect to any property of Borrower, nor will such Investor accelerate the Subordinated Debt, or commence, or cause to commence, prosecute or participate in any administrative, legal or equitable action against Borrower, until such time as (a) the Senior Debt has been fully paid in cash or has been converted to stock in accordance with its terms), (b) Senior Creditor has no commitment or obligation to lend any further funds to Borrower or to purchase additional indebtedness issued by Borrower, and (c) all financing agreements between Senior Creditor and Borrower are terminated. Nothing in the foregoing paragraph shall prohibit any Investor from converting all or any part of the Subordinated Debt into equity securities of Borrower (including any conversion right in those equity securities to convert to the common stock the Borrower), provided that, if such securities have any call, put or other conversion features that would obligate Borrower to declare or pay dividends, make distributions, or otherwise pay any money to the holder, such Investor hereby agrees that Borrower may not declare, pay or make such dividends, distributions or other payments to such Investor, and such Investor shall not accept any such dividends, distributions or other payments except as may be permitted in all of the Senior Loan Documents.

4. Each Investor shall promptly deliver to Senior Creditor or its designee, in the form received (except for endorsement or assignment by such Investor where required by Senior Creditor) for application to the Senior Debt (including in accordance with a separate intercreditor agreement between Senior Creditor and one or more other lenders) any payment, distribution, security or proceeds received by such Investor with respect to the Subordinated Debt in violation of the terms of this Agreement.

5. In the event of the insolvency of Borrower or any of its subsidiaries, reorganization or any case or proceeding under any bankruptcy or insolvency law or laws relating to the relief of debtors, including, without limitation, any voluntary or involuntary bankruptcy, insolvency, receivership or other similar statutory or common law proceeding or arrangement involving Borrower or any of its subsidiaries, the readjustment of its liabilities, any assignment for the benefit of its Investors or any marshalling of its assets or liabilities (each, an “Insolvency Proceeding”), (a) this Agreement shall remain in full force and effect in accordance with Section 510(a) of the United States Bankruptcy Code, and (b) Senior Creditor’s claims against Borrower or any of its subsidiaries and the estate of Borrower and its subsidiaries shall be paid in full before any payment is made to any Investor.

6. Each Investor shall give Senior Creditor prompt written notice of the occurrence of any default or event of default under any document, instrument or agreement evidencing or relating to the Subordinated Debt owing to such Investor, and shall, simultaneously with giving any notice of default to Borrower, provide Senior Creditor with a copy of any notice of default given to Borrower. Each Investor acknowledges and agrees that any default or event of default under the Subordinated Debt documents shall automatically and without any further notice be deemed to be a default and an event of default under the Senior Loan Documents.

7. Until the Senior Debt has been fully paid in cash or converted into stock in accordance with its terms and Senior Creditor’s agreements to lend any funds to Borrower or purchase additional indebtedness of Borrower have been terminated, such Investor irrevocably appoints Senior Creditor as such Investor’s attorney-in-fact, and grants to Senior Creditor a power of attorney with full power of substitution, in the name of such Investor or in the name of Senior Creditor, for the use and benefit of the Senior Creditor, without notice to any Investor, to perform at Senior Creditor’s option the following acts in any Insolvency Proceeding involving Borrower or any of its subsidiaries:

In addition to and without limiting the foregoing until the Senior Debt has been fully paid in cash or converted into stock in accordance with its terms and Senior Creditor’s agreements to lend any funds to Borrower or purchase additional indebtedness of Borrower have been terminated, each Investor hereby agrees that it shall not commence or join in any involuntary bankruptcy petition or similar judicial proceeding against Borrower.

8. Each Investor represents and warrants that such Investor has provided Senior Creditor with true and correct copies of all of the documents evidencing or relating to the Subordinated Debt owing to such Investor. Each Investor shall immediately affix a legend to the instruments evidencing the Subordinated Debt stating that the instruments are subject to the terms of this Agreement. Each Investor represents and warrants to Senior Creditor that it has not accepted, and will not accept, any collateral in respect of the Subordinated Debt, the Subordinated Debt owing to it is and shall remain unsecured, and that such Investor has not, and has not authorized the filing of, any financing statements against Borrower or any of its subsidiaries, nor will such Investor file, or authorize the filing of, any financing statements against Borrower or any of its subsidiaries. Likewise, the Senior Creditor agrees that it has not accepted, and will not accept, any collateral in respect of the Senior Debt, the Senior Debt owing to it is and shall remain unsecured, and that the Senior Creditor has not, and has not authorized the filing of, any financing statements against Borrower or any of its subsidiaries, nor will the Senior Creditor file, or authorize the filing of, any financing statements against Borrower or any of its subsidiaries.

9. No amendment of the documents evidencing or relating to the Subordinated Debt shall be made without Senior Creditor’s expressed written consent. Senior Creditor shall have the sole and exclusive right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of property of Borrower and its subsidiaries except in accordance with the terms of the Senior Debt.

10. Each Investor hereby represents and warrants to Senior Creditor that all necessary action on the part of such Investor, its officers, directors, partners, members and shareholders, as applicable, necessary for the authorization of this Agreement and the performance of all obligations of such Investor hereunder has been taken. Each Investor hereby represents and warrants to Senior Creditor that this Agreement constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms. Each Investor hereby represents and warrants to Senior Creditor that the execution, delivery and performance of and compliance with this Agreement by such Investor will not (a) result in any material violation or default of any term of any of such Investor’s charter, formation or other organizational documents (such as Articles or Certificate of Incorporation, bylaws, partnership agreement, operating agreement, etc.), as applicable or (b) violate any material applicable law, rule or regulation.

11. If, at any time after payment in full of the Senior Debt, any payments of the Senior Debt must be disgorged by Senior Creditor for any reason (including, without limitation, any Insolvency Proceeding), this Agreement and the relative rights and priorities set forth herein shall be reinstated as to all such disgorged payments as though such payments had not been made and Investor shall immediately pay over to Senior Creditor all payments received with respect to the Subordinated Debt to the extent that such payments would have been prohibited hereunder. At any time and from time to time, without notice to any Investor, Senior Creditor may take such actions with respect to the Senior Debt as Senior Creditor, in its sole discretion, may deem appropriate, including, without limitation, terminating advances to Borrower, increasing the principal amount, extending the time of payment, increasing applicable interest rates, renewing, compromising or otherwise amending the terms of any documents affecting such Senior Debt, and enforcing or failing to enforce any rights against Borrower or any other person. Investor waives the benefits, if any, of any statutory or common law rule that may permit a subordinating Investor to assert any defenses of a surety or guarantor, or that may give the subordinating Investor the right to require a senior lender to marshal assets, and each Investor agrees that it shall not assert any such defenses or rights.

12. This Agreement shall bind any successors or assignees of each Investor and shall benefit any successors or assigns of Senior Creditor, provided, however, each Investor agrees that, prior and as conditions precedent to such Investor assigning all or any portion of the Subordinated Debt: (a) such Investor shall give Senior Creditor prior written notice of such assignment, and (b) such successor or assignee, as applicable, shall execute a written agreement whereby such successor or assignee expressly agrees to assume and be bound by all terms and conditions of this Agreement with respect to such Investor. This Agreement shall remain effective until terminated in writing by Senior Creditor, which Senior Creditor agrees to do no later than five business days after that date the Senior Debt has been fully paid in cash or converted into stock in accordance with its terms and Senior Creditor’s agreements to lend any funds to Borrower or purchase additional indebtedness of Borrower have been terminated. This Agreement is solely for the benefit of the Investors and Senior Creditor and not for the benefit of Borrower or any other party. Each Investor further agrees that if Borrower is in the process of refinancing any portion of the Senior Debt with a new lender, and if Senior Creditor or the Borrower makes a request of such Investor, such Investor shall agree to enter into a new subordination agreement with the new lender on substantially the terms and conditions of this Agreement.

13. Each Investor hereby agrees to execute such documents and/or take such further action as Senior Creditor may at any time or times reasonably request in order to carry out the provisions and intent of this Agreement, including, without limitation, ratifications and confirmations of this Agreement from time to time hereafter, as and when requested by Senior Creditor.

14. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Each party hereto may execute this Agreement by electronic means and recognizes and accepts the use of electronic signatures and records by any other party hereto in connection with the execution and storage hereof.

15. This Agreement, and all matters arising directly and indirectly herefrom (“Covered Matters”), shall be governed in all respects by the laws of the State of Delaware as such laws are applied to agreements between parties in the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). Each of the parties hereto irrevocably submits to the personal jurisdiction and venue of the Chancery Court of Delaware, or if such court is unavailable, the United States District Court for Delaware, and any appellate courts from any thereof for the purpose of any suit, action, proceeding or judgment relating to or arising out of the Covered Matters. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each party agrees that service of process upon such party in any such claim, action, or proceeding shall be effective if notice is given in accordance with the provisions of this Agreement. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION, OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15.

16. This Agreement represents the entire agreement with respect to the subject matter hereof, and supersedes all prior negotiations, agreements and commitments. Each Investor acknowledges and agrees and represents that it is not relying on any representations by Senior Creditor or Borrower in entering into this Agreement, and such Investor has kept and will continue to keep itself fully apprised of the financial and other condition of Borrower. This Agreement may be amended only by written instrument signed by each Investor and Senior Creditor

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

The undersigned approves of the terms of this Agreement.