Exhibit 10.1

ALLONGE AND

SEVENTH

AMENDMENT TO

AMENDED AND RESTATED CONVERTIBLE

PROMISSORY NOTE

This Allonge and Seventh Amendment to Amended and Restated Convertible Promissory Note (this “Amendment”) by and between AgeX Therapeutics, Inc., a Delaware corporation (“Borrower”), the Guarantors party hereto, and Juvenescence Limited, a company incorporated in the Isle of Man (“Lender”) is effective as of March 26, 2024 (“Effective Date”).

WHEREAS, Borrower and Lender entered into the Amended and Restated Convertible Promissory Note, dated February 9, 2023 (as modified by that certain First Amendment to Amended and Restated Convertible Promissory Note, dated as of March 13, 2023, that certain Allonge and Second Amendment to Amended and Restated Convertible Promissory Note, dated as of May 9, 2023, that certain Third Amendment to Amended and Restated Convertible Promissory Note, dated as of June 2, 2023, that certain Fourth Amendment to Amended and Restated Convertible Promissory Note, dated as of July 21, 2023, that certain Allonge and Fifth Amendment to Amended and Restated Convertible Promissory Note, dated as of November 9, 2023, that certain Sixth Amendment to Amended and Restated Convertible Promissory Note, dated as of February 9, 2024, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Note”);

WHEREAS, prior to giving effect to this Allonge, a principal amount of $6,900,000 is outstanding under the Note;

WHEREAS, Lender has agreed to provide an increase in the Incremental Commitment in the aggregate amount of $2,400,000 to Borrower, subject to satisfaction of the conditions set forth in Section 4 hereof; and

WHEREAS, Borrower and Lender wish to amend the Note in order to evidence the increase in the Incremental Commitment and effect certain other amendments to the Note as contemplated herein, in each case, subject to the satisfaction of the conditions set forth in Section 4 hereof.

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and Lender agree as follows:

1. Definitions. Capitalized terms used and not defined in this Amendment shall have the respective meanings given them in the Note.

2. Amendments to the Note. Effective as of the Seventh Amendment Effective Date, the Note shall be amended as follows:

““Seventh Amendment Effective Date” means March 26, 2024.”

““Serina Merger” means the merger of Serina Therapeutics, Inc. with Canaria Transaction Corporation, an Alabama subsidiary and a wholly-owned Subsidiary of AgeX Therapeutics, Inc. in accordance with the terms of the Serina Merger Agreement.”

““Serina Merger Agreement” means that certain Agreement and Plan of Merger and Reorganization, dated as of August 29, 2023, by and among AgeX Therapeutics, Inc, Canaria Transaction Corporation and Serina Therapeutics, Inc.”

““Serina Merger Effective Date” means the date on which the Serina Merger is consummated in accordance with the terms of the Serina Merger Agreement.”

““Incremental Availability Period” means (i) with respect to Incremental Commitments pursuant to clause (i) of the definition thereof, the period starting on the Restatement Date and ending on the date falling three (3) calendar months after the Restatement Date, (ii) with respect to Incremental Commitments pursuant to clause (ii) of the definition thereof, October 31, 2023 (as may be extended by the Lender in its sole discretion) or, if earlier, on the date a Qualified Offering is consummated by the Borrower as contemplated by Section 7, (iii) with respect to Incremental Commitments pursuant to clause (iii) of the definition thereof, on or after the Fifth Amendment Effective Date until the Maturity Date or, if earlier, the date a Qualified Offering is consummated by the Borrower as contemplated by Section 7, and (iv) with respect to Incremental Commitments pursuant to clause (iv) of the definition thereof, on or after the Seventh Amendment Effective Date until the Maturity Date or, if earlier, the date of a Qualified Offering is consummated by the Borrower as contemplated by Section 7.”

““Incremental Commitment” means the commitment of the Lender to make Advances under this Note from time to time (i) on and after the Restatement Date in an amount not to exceed $2,000,000 (which amount, as of the Second Amendment Effective Date, has been fully drawn), (ii) on and after the Second Amendment Effective Date, in an additional amount not to exceed $4,000,000 (which amount, as of the Fifth Amendment Effective Date, has been fully drawn), (iii) on and after the Fifth Amendment Effective Date, in an additional amount not to exceed $4,400,000, and (iv) on and after the Seventh Amendment Effective Date, in an additional amount not to exceed $2,400,000.”

3. Conditions Precedent to Amendment. The satisfaction (or waiver in writing by the Lender) of each of the following shall constitute conditions precedent to the effective of this Amendment.

4. Limited Effect; Reaffirmation. The Borrower and each Guarantor hereby (i) acknowledges and reaffirms its obligations as set forth in each Loan Document, (ii) agrees to continue to comply with, and be subject to, all of the terms, provisions, conditions, covenants, agreements and obligations applicable to them set forth in each Loan Document, which remain in full force and effect (in the case of the Note, as amended by Section 2 hereto), and (iii) ratifies, confirms and reaffirms that the security interest granted to the Lender pursuant to the Loan Documents in all of their right, title and interest in all then existing or thereafter acquired or arising Collateral in order to secure prompt payment and performance of the obligations of the Borrower under the Note and the Loan Documents (collectively, the “Obligations”) is continuing and is unimpaired and continues to constitute a first priority security interest in favor of the Lender with the same force, effect and priority in effect both immediately prior to and after entering into this Agreement and the other Loan Documents entered into on or as of the date hereof, except with respect to any Collateral as to which Lender has released its security interest in accordance with the terms herein or contained in the Security Agreement. The Borrower and each Guarantor acknowledges and reaffirms that the Lender’s security interest in the Collateral has attached and continues to attach to all such Collateral, except with respect to any Collateral as to which Lender has released its security interest in accordance with the terms herein or contained in the Security Agreement, and no further actions taken on or immediately prior to the date hereof, on the part of the Lender or the Borrower, is necessary to continue such security interest. The amendment contained herein shall not be construed as a waiver or amendment of any other provision of the Note or the other Loan Documents.

5. Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon the Borrower and Lender and the Guarantors, and each of their respective successors and assigns.

6. Loan Document. This Amendment shall constitute a “Loan Document” for all purposes under the Note and the other Loan Documents.

7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

8. Further Assurances. Borrower and the Guarantors agree to take such actions requested by Lender as are necessary or desirable to further evidence the modifications set forth in this Amendment, including, without limitation, issuing an amended and restated note or amending other Loan Documents to give effect to or facilitate such modifications if requested by Lender.

9. Counterparts. This Amendment may be executed in any number of counterparts, all of which shall constitute one and the same agreement, and any party hereto may execute this Amendment by signing and delivering one or more counterparts. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

[Signature Page to Allonge and Seventh Amendment to Amended and Restated Convertible Promissory Note]

[Signature Page to Allonge and Seventh Amendment to Amended and Restated Convertible Promissory Note]

Exhibit 10.2

AGREEMENT WITH RESPECT TO CONVERTIBLE NOTES

March 26, 2024 (the “Effective Date”)

WHEREAS, AgeX Therapeutics, Inc., a Delaware corporation (the “AgeX”), is the Borrower referenced in that certain Secured Convertible Promissory Note, dated February 14, 2022 payable to Juvenescence Limited, a company incorporated in the Isle of Man (the “Holder”), as modified by that certain Amended and Restated Secured Convertible Promissory Noted dated February 9, 2023, that certain First Amendment to Amended and Restated Convertible Promissory Note, dated March 13, 2023, that certain Allonge and Second Amendment to Amended and Restated Convertible Promissory Note, dated as of May 9, 2023, that certain Third Amendment to Amended and Restated Convertible Promissory Note, dated as of June 2, 2023, that certain Fourth Amendment to Amended and Restated Convertible Promissory Note, dated as of July 21, 2023, that certain Allonge and Fifth Amendment to Amended and Restated Convertible Promissory Note, dated November 9, 2023, that certain Sixth Amendment to Amended and Restated Convertible Promissory Note, dated as of February 9, 2024, that certain Allonge and Seventh Amendment to Amended and Restated Convertible Promissory Note, dated March 26, 2024, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time ( the “2022 Note”);

WHEREAS, the Outstanding Amount of the 2022 Note on the date hereof is $9,861,499.08 consisting of $9,300,000 of principal and $561,499.08 of accrued and unpaid Origination Fees;

WHEREAS, AgeX is the Borrower referenced in that certain Secured Convertible Promissory Note, dated March 13, 2023, as amended July 21,2023, payable to Juvenescence (the “2023 Note”) issued by AgeX to the Holder;

WHEREAS, the Outstanding Amount of the 2023 Note on the date hereof is $692,800 consisting entirely of accrued and unpaid Origination Fees;

WHEREAS, AgeX desires to transfer its rights in and obligations under each of the 2022 Note and the 2023 Note (which are collectively referred to herein as the “Secured Notes”) together all agreements evidencing or securing the obligations under the Secured Notes, including, but not limited to the Amended and Restated Security Agreement dated March 13, 2023, the Subsidiary Security Agreements as defined below, the Reaffirmation and Amendment Agreement dated February 9, 2023, the various pledge agreements regarding the subsidiaries of AgeX, and all other Loan Documents (as defined in the Secured Notes) (which agreements evidencing or securing the obligations under the Secured Notes are collectively referred to herein as the “Secured Notes Loan Documents”) to its wholly-owned subsidiary UniverXome Bioengineering, Inc., a Delaware corporation (“UniverXome”), which transfer is not permitted under the Secured Notes, and the Secured Notes Loan Documents, without the consent of the Holder;

WHEREAS, AgeX desires to transfer from AgeX to UniverXome the assets set forth on schedules to an Asset Contribution Agreement attached hereto as Exhibit A between AgeX and UniverXome (the “Transferred Assets”), which transfer is not permitted under the Secured Notes and the Secured Notes Loan Documents, without the consent of the Holder, and UniverXome desires to accept the Transferred Assets; WHEREAS, UniverXome desires, including as a condition to the Holder’s consent to the transfer of the Transferred Assets to UniverXome, to assume all rights and obligations of AgeX under the Secured Notes and the Secured Notes Loan Documents and be the “Borrower” (as defined in each of the Secured Notes and the Secured Notes Loan Documents) for each Secured Note and each Secured Notes Loan Document for all purposes on and after the Effective Date;

WHEREAS, Reverse Bioengineering, Inc. (“Reverse”), a Delaware corporation, ReCyte Therapeutics, Inc., a California corporation (“ReCyte”), and UniverXome have each granted a security interest in their Collateral to the Holder pursuant to that certain Amended and Restated Security Agreement, dated as of March 10, 2023 (as amended by that certain Joinder Agreement, dated as of November 9, 2023, and as may be further amended and restated, amended and restated, supplemented or otherwise modified from time to time, the “Subsidiary Security Agreements”) among Reverse and ReCyte, (collectively, the “Subsidiary Obligors”), UniverXome, AgeX and the Holder;

WHEREAS, UniverXome and the Subsidiary Obligors have each guaranteed the obligations of AgeX under the 2022 Note pursuant to that certain Guaranty Agreement, dated as of November 9, 2023 (as may be amended, restated, amended and restated supplemented or otherwise modified from time to time, the “Guaranty”), made by the Subsidiary Obligors in favor of the Holder;

WHEREAS, the Holder has agreed, subject to the terms and conditions herein, to release AgeX from the Secured Notes and the Secured Notes Loan Documents;

WHEREAS, the Holder has agreed to release the stock of UniverXome and if applicable, the stock and assets of Canaria Transaction Corporation, an Alabama corporation (“Canaria”) and the stock and assets of NeuroAirmid Therapeutics, Inc., a Delaware corporation (“NeuroAirmid”), and certain cGMP embryonic cell lines, including those for use to support the NeuroAirmid business, and which are subject to the terms of a License Agreement between AgeX and ES Cell International Pte Ltd and which will not be part of the Transferred Assets, from the Secured Notes Loan Documents and hereby further agrees that the stock and assets of Serina Therapeutics, Inc., an Alabama corporation (“Serina”) are not subject to the Secured Notes or the Secured Notes Loan Documents;

WHEREAS, the Holder has agreed to provide a claims reserve for the purpose of settling and paying the costs associated with certain claims and demands against, and Liabilities (as defined in the below described Merger Agreement) of, AgeX in order for AgeX to fulfill its closing obligations under that certain Merger Agreement, by and between AgeX, Serina and Canaria, dated August 29, 2023 (the “Merger Agreement”) which claims reserve will be an additional debt and obligation of UniverXome; and

WHEREAS, the Holder has agreed to confirm that the only warrants or other equity interests in AgeX (other than the Post-Merger Warrants (as defined in the Merger Agreement) and the shares of stock owned by the Holder as set forth in the Parent Share Certificate (as defined in the Merger Agreement)) that Holder is entitled to, or is otherwise owed, under the Secured Notes and the Secured Notes Loan Documents are those certain warrants listed in the Parent Share Certificate.

NOW THEREFORE, the parties hereto agree as follows:

1. AgeX and its assets, other than the Transferred Assets, are hereby confirms and agrees that it has by the Asset Contribution Agreement transferred to UniverXome the Transferred Assets, which transfer shall be permitted for all purposes under the Secured Notes and the Secured Notes Loan Documents. UniverXome acknowledges and agrees that it has by the Asset Contribution Agreement received the Transferred Assets subject to the security interests granted under the Secured Notes Loan Documents as modified hereby in favor of the Holder, and UniverXome ratifies, reaffirms, and confirms all security interests in the Transferred Assets granted under the Secured Notes Loan Documents, as modified hereby.

2. AgeX hereby confirms and agrees that it hereby unconditionally and irrevocably assigns, transfers and conveys to UniverXome, and UniverXome hereby confirms and agrees that it unconditionally and irrevocably accepts and assumes, all of the rights and obligations of AgeX under the Secured Notes and the Secured Note Loan Documents. Without limiting the generality of the foregoing, from Effective Date, all references to the “Borrower” in the Secured Notes and the Secured Notes Loan Documents shall be references to UniverXome. The assignment and assumption under this Section 2 is a novation of the Secured Notes and the Secured Notes Loan Documents, and is referred to herein as the “Assignment, Assumption and Novation”.

3. The Holder hereby consents to, and agrees to be bound by, the Assignment, Assumption and Novation.

4. Each of the Secured Notes and the Secured Notes Loan Documents are hereby further amended to eliminate any and all conversion rights and rights to receive any warrant or other equity interest and all references thereto, other than those warrants listed in the Parent Share Certificate and the Post-Merger Warrants and to remove the stock of UniverXome, and to the extent applicable the stock and assets of NeuroAirmid, Canaria, and Serina, from the definition of “Collateral.” In addition, each Secured Note and each Secured Notes Loan Document is amended to delete, in its entirety, all references to conversion rights and warrants, including, but not limited to, the following definitions as applicable: “19.9% Cap”, “50% Cap”, “Adjusted Market Price”, “Applicable Exchange”, “Conversion Date”, “Conversion Notice”, “Drawdown Market Price”, “Market Price”, Qualified Offering – Type 1”, Qualified Offering – Type 2”, “Qualified Offering”, “Shares”, “Units”, “Warrants”, “Warrant Agreement”, and “Warrant Instrument.” In addition, the 2023 Note is hereby amended to delete, in their entirety, Sections 7, 8, 12.5, and clauses (i) and (ii) of subsection (i) of Section 10.1, and the 2022 Note is hereby amended to delete, in their entirety, Sections 3.4, 7, 8, 10.1(a) and (c), and the inclusion of UniverXome in the definition of “Guarantors.” The Secured Notes Loan Agreements shall be deemed to have the amendments necessary to carry out the intent of this Section and Agreement. Further, the Guaranty is hereby amended to remove UniverXome as a guarantor thereunder.

5. UniverXome and each other Subsidiary Obligor hereby ratifies, reaffirms and re- grants the security interests in the Collateral (as defined in the Secured Notes, the Secured Notes Loan Agreements, and the Subsidiary Security Agreements, but not including the stock of UniverXome, the stock and assets of NeuroAirmid, certain cGMP embryonic cell lines, including those for use to support the NeuroAirmid business, and which are subject to the terms of a License Agreement between AgeX and ES Cell International Pte Ltd and which will not be part of the Transferred Assets, and the stock and assets of Canaria and Serina), granted under the Secured Notes, the Secured Notes Loan Documents, and the Subsidiary Security Agreements, and agrees and acknowledges that such security interests remain in full force and effect and to secure the obligations of UniverXome as Borrower under each of the Secured Notes and the Secured Notes Loan Documents, and the Subsidiary Obligors in accordance with the terms of the Subsidiary Security Agreements. Without limiting the generality of the foregoing, the Schedules of the Secured Notes Loan Documents and the Subsidiary Security Agreements are hereby supplemented as set forth in Exhibit B hereto.

6. The Subsidiary Obligors, hereby ratify and reaffirm the Guaranty and acknowledge that such Guaranty remains in full force and effect with respect to the obligations of UniverXome as Borrower under the 2022 Note.

7. Upon the effectiveness of the Assignment, Assumption and Novation, UniverXome’s acceptance of the obligations of the “Borrower” under the Secured Notes and the Secured Notes Loan Documents as set forth above, and without requiring any further action by any party, AgeX and its assets, other than the Transferred Assets, is hereby released from any and all liabilities and obligations under the Secured Notes and the Secured Notes Loan Documents; provided that, for avoidance of doubt, the security interest in the Transferred Assets shall not be released and the Transferred Assets shall constitute Collateral for all purposes under each of the Secured Notes, the Secured Notes Loan Documents and the Subsidiary Security Agreements. Upon the effectiveness of the Assignment, Assumption and Novation, UniverXome’s acceptance of the obligations of the “Borrower” under the Secured Notes and the Secured Notes Loan Documents as set forth above, and without requiring any further action by any party, Holder shall file or cause to be filed in the office of the Secretary of State of Delaware, in the office of the secretary of the any other state or other office, including the United States Patent and Trademark Office (“USPTO”), in which a financing statement or similar statement has been filed by or on behalf of Holder, a termination statement or other such other statement pursuant to Article 9 of the California Uniform Commercial Code, the Uniform Commercial Code of any other state, if applicable, and the USPTO, for the purpose of the terminating any and all financing statements or similar filings naming AgeX as debtor and which were filed with respect to the Secured Notes, the Secured Noted Loan Documents, the Subsidiary Security Agreements, or Collateral.

8. UniverXome shall, on the Effective Date (and thereafter (x) promptly as requested by the Holder and (y) otherwise in accordance with the Secured Notes Loan Documents and Subsidiary Security Agreements) take all steps required or requested by the Holder to attach and perfect the Holder’s security interest in the Collateral (including, without limitation, the Transferred Assets) by, without limiting the generality of the foregoing, (1) preparing, drafting and executing any intellectual property assignments requested by Holder or otherwise required to attach and/or perfect Holder’s interests in any intellectual property collateral, (2) authorizing the filing of any UCC-1 financing statement to perfect Holder’s interests in the Collateral, (3) taking all other actions and preparing, authorizing or executing all other documents or filings required or requested by the Holder to attach and perfect the Holder’s security interest in the Collateral (including the Transferred Assets) and (4) taking all other actions and preparing, authorizing or executing all other documents or filings required from time to time by the Secured Notes Loan Documents and the Subsidiary Security Agreements, within the time periods and subject solely to the conditions set forth therein. Without limitation of the foregoing, but subject to the modifications made by this Agreement, UniverXome ratifies its obligations under the Secured Notes Loan Documents and the Subsidiary Security Agreements, ratifies that the Transferred Assets constitute “Collateral” thereunder and acknowledges and ratifies its obligations to comply in all respects with the Secured Notes Loan Documents and the Subsidiary Security Agreements including, without limitation, with respect to the Transferred Assets.

9. Holder agrees that it shall look solely to UniverXome and the Subsidiary Obligors for any and all obligations, including repayment, under the Secured Notes, the Secured Notes Loan Documents, the Subsidiary Security Agreements, and the Guaranty Agreement.

10. Holder agrees that it hereby releases the stock of UniverXome from the Secured Notes Loan Documents, and that it does not have any security interest (and to the extent it does, it hereby releases such) in the stock or assets of Canaria, Serina, NeuroAirmid, and certain cGMP embryonic cell lines, including those for use to support the NeuroAirmid business, and which are subject to the terms of a License Agreement between AgeX and ES Cell International Pte Ltd and which will not be part of the Transferred Assets, through the Secured Notes, the Secured Notes Loan Documents, the Subsidiary Security Agreements, the Guaranty Agreement or otherwise. Holder further agrees if it is later determined to hold such security interest, that it will promptly file the necessary documents to release such security interests.

11. Holder agree that it is not entitled to receive any warrants or other equity interests in AgeX or any other subsidiary of AgeX, other than those warrants set forth in the Parent Shares Certificate and the Post-Merger Warrants, which it has already received.

12. Holder agrees to provide a claims reserve (“Claims Reserve”) for the purpose of settling and paying the costs associated with certain Merger related claims and demands against AgeX, including attorneys’ fees, in order to allow AgeX to fulfill its closing obligations under the Merger Agreement. The Holder and AgeX agree that the current claims, including attorneys’ fees, are estimated to be approximately $650,000, and that AgeX has retained the law firm of Gibson Dunn & Crutcher LLP (“GDC”) to resolve such claims and demands. AgeX agrees that the Holder can pay the Claims Reserve on an as needed basis, but Holder agrees to pay the amounts requested by GDC to resolve the claims and demands on a timely basis to allow the claims and demands to be promptly and expeditiously resolved. UniverXome and Holder agree that any funds that Holder provides to or on behalf of AgeX to fund the Claims Reserve shall be an additional obligation under the Secured Notes, the Secured Notes Loan Documents, and the Subsidiary Security Agreements, and UniverXome agrees to promptly execute such documents as may be necessary to evidence that additional obligation and to promptly cause the Subsidiary Obligors to execute such documents as may be necessary to evidence that additional obligation 13.

AgeX and Holder agree that part of the funds loaned to AgeX by Holder pursuant to the Secured Notes is to be used by AgeX to meet its closing condition of having at least $500,000 (USD) of immediately spendable nonrestricted cash, net of all payables and other Liabilities and Transaction Expenses (as defined in the Merger Agreement)(the “Closing Cash”). AgeX and Holder agree that neither party is able to accurately determine amount of immediately spendable nonrestricted cash, net of all payables and other Liabilities and Transaction Expenses on hand at the Effective Time (as defined in the Merger Agreement). As such, AgeX and Holder agree that AgeX will, on or before the 45th day after the Effective Time, provide Holder with evidence of the amount of immediately spendable nonrestricted cash, net of all payables and other Liabilities and Transaction Expenses on hand at the Effective Time. If it is determined that the amount of immediately spendable nonrestricted cash, net of all payables and other Liabilities and Transaction Expenses, on hand at the Effective Time exceeds the Closing Cash, then AgeX shall pay the excess amount to Holder and the excess amount shall be deemed to be a reduction in the principal amount of the Secured Notes, owed by UniverXome. If it is determined that the amount of immediately spendable nonrestricted cash, net of all payables and other Liabilities and Transaction Expenses, on hand at the Effective Time is less than the Closing Cash, then Holder shall pay the deficiency to AgeX and the deficiency amount paid to AgeX by Holder shall be deemed to be an increase in the principal amount of the Secured Notes owed by UniverXome. For purposes of this Section 13 and for purposes of AgeX meeting its Closing Cash closing condition under the Merger Agreement, the claims and demands described in Section 12 that are paid by Holder and the cash paid therefor by Holder shall not be included in the determination of the amount of immediately spendable nonrestricted cash, net of all payables and other Liabilities and Transaction Expenses. If AgeX and Holder cannot agree on the amount of immediately spendable nonrestricted cash, net of all payables and other Liabilities and Transaction Expenses, then the parties agree to submit the appropriate records to AgeX’s auditor, Frazier & Deeter, LLC, for such determination, and the determination made by Frazier & Deeter, LLC shall be binding and conclusive on all parties hereto. UniverXome, on behalf of itself and the Subsidiary Obligors, and Holder agree to promptly execute such documents as may be necessary to evidence the reduced or additional obligations as described above.

14. Except as expressly set forth herein, no other changes or modifications to the Secured Notes, the Secured Notes Loan Documents, and the Subsidiary Security Agreements or the consent of the Holder to any other transaction or course of action are intended or implied, and in all other respects each of the Secured Notes, the Secured Notes Loan Documents, and the Subsidiary Security Agreements is hereby specifically ratified, restated and confirmed by UniverXome, the Subsidiary Obligors and the Holder as of the Effective Date.

15. The parties agree that Canaria, Serina, and NeuroAirmid are intended third party beneficiaries of this Agreement, and each shall be entitled to enforce the provisions of this Agreement.

16. Capitalized terms used and not defined herein shall have the meanings ascribed to such term in the Secured Notes. Sections 20.1, 20.2, 20.3 and 20.4 of each of the Secured Notes are hereby incorporated into this agreement mutatis mutandis as if originally included herein.

[Signature Page to Assignment, Assumption and Novation of Amended and Restated Convertible Promissory Note]

[Signature Page to Assignment, Assumption and Novation of Amended and Restated Convertible Promissory Note]

Exhibit 10.3

ASSET CONTRIBUTION AGREEMENT

THIS ASSET CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of March 26, 2024 (the “Effective Date”), by and between AgeX Therapeutics, Inc., a Delaware corporation (“AgeX”), and UniverXome Bioengineering, Inc., a Delaware corporation (“UniverXome”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

BACKGROUND

WHEREAS, the Board of Directors of AgeX has determined that it is appropriate, desirable and in the best interests of AgeX and its stockholders to contribute certain assets to UniverXome in exchange for shares of UniverXome common stock to be issued by UniverXome to AgeX and in consideration for UniverXome assuming certain liabilities of AgeX, in connection with a planned merger between a wholly-owned subsidiary of AgeX and Serina Therapeutics, Inc.;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

AGREEMENT

ARTICLE 1

ASSET CONTRIBUTION AND ASSUMPTION OF LIABILITIES

1.1 Contribution of AgeX Assets. AgeX hereby agrees to contribute, transfer, assign, and convey to UniverXome all of AgeX’s right, title and interest in and to the following tangible and intangible assets (collectively, the “Contributed Assets”) on the terms and subject to the conditions set forth in this Agreement:

(a) Patents and Patent Applications: All of the patents and patent applications identified on Schedule 1.1(a), including all provisional applications, international (PCT) applications, substitutions, continuations, continuations-in-part, divisions, renewals, reissues, re-examinations and extensions thereof, and all active prosecution cases related thereto (collectively, the “Contributed Patents”);

(b) Other Intellectual Property: All of the trade secrets, know-how and other IP Rights (other than patent rights, which are addressed in Section 1.1(a) of AgeX (collectively along with the Contributed Patents, the “Contributed IP”);

(c) Biological Materials: All of the biological materials identified on Schedule 1.1(c) (the biological materials referred to in this Section 1.1(c) being referred to in this Agreement as the “Contributed Biological Materials”); provided, however, that AgeX shall not be obligated to contribute, transfer and convey any Contributed Biological Materials that were lost or destroyed before or following the date hereof, and provided further that AgeX makes no representation or warranty as to the condition or viability of Contributed Biological Materials; (d) Trademarks/Service Marks.

All of the trademarks or service marks identified on Schedule 1.1(d), including all applications for registration of such trademarks and service marks;

(e) Equipment: All of the equipment identified on Schedule 1.1(e) (it being understood that equipment owned by a Third Party and leased to AgeX or as to which AgeX has an obligation to transfer to a Third Party shall not constitute a Contributed Asset);

(f) Inventory: All of the finished goods, works in process, raw materials and supplies identified on Schedule 1.1(f) to the extent in AgeX’s possession on the Closing Date;

(g) Files and Records: Copies of all books and records (including accounting records, vendor files, customer lists, accounts receivable and payable records) related to the Contributed Assets, and all lab note books, files and data identified on Schedule 1.1(g); provided, however, that AgeX shall be entitled to retain, subject to the confidentiality obligations contained herein, copies of such items following the Closing;

(h) Regulatory Filings: All of the Regulatory Filings of AgeX identified on Schedule 1.1(h);

(i) Government Authorizations. To the extent permitted by law, all licenses, Government Authorizations, approvals and authorizations of AgeX by any Governmental Body that are identified on Schedule 1.1(i);

(j) Prepaid Expenses: All prepaid expenses, credits, advance payments, security, deposits, charges, sums and fees related to the Contributed AgeX Assets or the Assumed Liabilities;

(k) Warranties: All of AgeX’s warranty, indemnity and all similar rights against third parties to the extent related to the Contributed AgeX Assets, Assigned Contracts, or Assumed Liabilities;

(l) 24,000,000 shares of common stock, no par value, of ReCyte Therapeutics, Inc., a California corporation (“ReCyte”), and 1,000 shares of common stock, par value $0.0001 per share, of Reverse Bioengineering, Inc., a Delaware corporation; and

(m) Goodwill: All goodwill associated with any of the Contributed Assets.

1.2 Assumption of Liabilities.

(a) UniverXome Liabilities. Simultaneously with the Closing, UniverXome shall assume and be liable for, and shall pay, perform and discharge, when due all of the Liabilities of AgeX in existence as of the Effective Time, excluding Transaction Expenses and AgeX Retained Obligations, (the “Assumed Liabilities”). Without limiting the generality of the immediately preceding sentence, UniverXome shall assume and Assumed Liabilities shall include: (i) all Liabilities arising from the contracts, agreements, promissory notes, and instruments identified on Schedule 1.2(a) (the “Assumed Loan Liabilities”); (ii) Liabilities relating primarily to, arising primarily out of or resulting primarily from, the ownership, use, licensing, or sublicensing of any Contributed Assets arising before, on, or after the Closing Date; (iii) Liabilities arising under or resulting from Assigned Contracts (as defined below), including but not limited to (A) payments due and owing under any Assigned Contract whether arising before, on, or after the Closing Date, or (B) any and all Liabilities or obligations arising out of any breach of or default by AgeX under any provision of any Assigned Contract, including any liabilities or obligations attributable to any failure of AgeX to perform thereunder or comply with the terms thereof, and any indemnification obligations of AgeX; and (iv) Liabilities relating to or arising out of or resulting from any Proceeding, pending on or before, or brought or arising after, the Closing Date, related to (A) the ownership, use, storage, or disposal of any Contributed Asset, or (B) any Assigned Contract.

(b) Serina Retained Liabilities. Notwithstanding Section 1.2(a), the parties agree that UniverXome is not assuming, and the Assumed Liabilities shall not include, any liabilities or obligations of whatever nature of Serina, whether in existence on or before or arising after the Closing Date, and whether known or unknown, absolute or contingent, liquidated or unliquidated, due or to become due and accrued or unaccrued, and whether claims with respect thereto are asserted before or after the Closing Date.

(c) Licenses and Contracts. AgeX shall assign to UniverXome all rights and obligations of AgeX under the licenses, sublicenses, and contracts identified on Schedule 1.2(c) (the “Assigned Contracts”) and UniverXome shall assume and perform all of AgeX’s obligations and liabilities thereunder;

(d) AgeX Retained Obligations. Notwithstanding Section 1.2(a), the parties agree that UniverXome is not assuming, and the Assumed Liabilities shall not include, any liabilities or obligations of whatever nature of AgeX, whether in existence on or before or arising after the Closing Date, and whether known or unknown, absolute or contingent, liquidated or unliquidated, due or to become due and accrued or unaccrued, and whether claims with respect thereto are asserted before or after the Closing Date, arising under or in connection with the contracts, agreements, and instruments listed or referenced on Schedule 1.2(d) (the “AgeX Retained Obligations”).

(e) Assumption Agreements. At the Closing, UniverXome shall (i) execute and deliver to AgeX and Juvenescence an Agreement with Respect to Convertible Notes of Promissory Notes substantially in the form of Exhibit B (the “Loan Assumption Agreement”) with respect to the assumption of the Assumed Loan Liabilities by UniverXome, and (ii) assumption agreements in such form and substance as AgeX may approved with respect to Assigned Contracts.

1.3 Consents; Assignments Not Effected at Closing.

(a) AgeX and UniverXome shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any Consent required for the transfer and assignment of all Contributed Assets, including all Assigned Contracts, to UniverXome, and to permit UniverXome to assume the Liabilities of AgeX under the Assigned Contracts.

(b) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 1.3, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery of any Contributed Asset to UniverXome would result in a violation of applicable Legal Requirements or would require the Consent of a Person (including any Governmental Body), who is not a Party to this Agreement or an Affiliate of a Party to this Agreement, and such Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, of such Contributed Asset until such Consent shall have been obtained. If any Consent required for AgeX to assign any Contributed Asset to UniverXome is not obtained on or before Closing, the Closing shall occur notwithstanding,. AgeX and UniverXome shall use commercially reasonable efforts, and shall cooperate with each other, following the Closing to obtain such Consent. Once such Consent is obtained, AgeX shall sell, assign, transfer, convey and deliver to UniverXome such Contributed Asset. AgeX shall hold such Contributed Asset for the use and benefit of UniverXome, and to the extent commercially reasonable and feasible and permitted by Applicable Law, AgeX shall provide UniverXome (or such Third Party as UniverXome may designate) with the use and possession of such Contributed Asset prior to the receipt of the Consent required for the transfer of the Contributed Asset to UniverXome. UniverXome shall bear the risk of loss of such Contributed Asset, until such Consent is received and the transfer is completed, and any and all costs incurred by AgeX in connection with the continued possession or ownership of such Contributed Asset prior to the date any such required Consent is obtained shall be borne and reimbursed, promptly upon request, to AgeX by UniverXome. In the case of Contributed Patents or other Contributed IP, UniverXome shall bear and reimburse AgeX, promptly upon request, for any and all costs and expenses related to the maintenance, prosecution, and enforcement of such patents or other IP Rights due and payable prior to the Closing Date and from the Closing Date through the date the required Consent to assign such IP Rights is obtained, and thereafter such costs and expenses shall be the direct obligation of UniverXome.

(c) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 1.3, to the extent that the assignment of any Assigned Contract to UniverXome would result in a violation of applicable Legal Requirements or would require the Consent of a Person (including any Governmental Body) who is not a Party to this Agreement or an Affiliate of a Party to this Agreement, and such Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute an assignment, or an attempted assignment, of such Assigned Contract until such Consent shall be been obtained; provided, that UniverXome shall perform all obligations of AgeX under any such Assigned Contract to the extent that UniverXome may do so without such performance constituting a breach or default by AgeX pursuant to such Assigned Contract; provided, further, that the Closing shall occur notwithstanding the foregoing. If any Consent required for AgeX to assign any Assigned Contract to UniverXome and for UniverXome to assume AgeX’s obligations under any Assigned Contract is not obtained on or before Closing, AgeX and UniverXome shall use commercially reasonable efforts, and shall cooperate with each other, following the Closing to obtain such Consent. Once such Consent is obtained, AgeX shall assign to UniverXome, and UniverXome shall assume, such Assigned Contract. Any and all costs incurred by AgeX in connection with the continued performance of obligations under any Assigned Contract prior to the date any such required Consent is obtained shall be borne and reimbursed to AgeX by UniverXome promptly upon request.

(d) After the Closing Date, AgeX may receive mail, packages and other communications intended to be sent or properly belonging to UniverXome, and UniverXome may receive mail, packages and other communications intended to be sent or properly belonging to AgeX. Accordingly, at all times after the Closing Date, the Party receiving any such mail, package and other communication shall be entitled to open the same and to the extent that it does not relate to the business of the receiving Party, the receiving Party shall promptly deliver such mail, package or other communication (or, in case the same also relates to the business of the receiving Party, copies thereof) to such the Party to which it relates. The provisions of this Section 1.3(d) are not intended to, and shall not, be deemed to constitute an authorization by any Party to accept service of process on behalf of the other Party or to constitute any Party an agent for service of process of the other Party.

1.4 Issuance of UniverXome Shares to AgeX . At the Closing, as consideration for the Contributed Assets and assumption of the Assumed Liabilities, UniverXome shall issue to AgeX 1,000 UniverXome Shares in uncertificated, book-entry format. All of such UniverXome Shares when so issued to AgeX pursuant to this Agreement shall be duly authorized, legally and validly issued, fully paid, and nonassessable.

1.5 Disclaimer of Representations and Warranties; Independent Investigation;.

(a) ALL CONTRIBUTRED ASSETS ARE BEING CONTRIBUTED ON AN “AS IS” AND “WHERE IS” BASIS AND EACH OF UNIVERXOME AND AGEX UNDERSTANDS AND AGREES THAT AGEX IS MAKING NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND AGEX HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO (I) THE CONTRIBUTED ASSETS, INCLUDING BUT NOT LIMITED TO THE CONDITION OF CONTRIBUTED ASSETS, WHICH DISCLAIMER INCLUDES A DISCLAIMER AS TO THE VIABILITY OF CONTRIBUTED BIOLOGICAL MATERIALS AND OPERABILITY OR STATE OF REPAIR OF CONTRIBUTED EQUIPMENT, (II) THE VALUE OF ANY CONTRIBUTED ASSETS OR FREEDOM OF ANY CONTRIBUTED ASSETS FROM ANY SECURITY INTERESTS, (III) WARRANTIES OF NONINFRINGEMENT, VALIDITY OR ENFORCEABILITY MERCHANTABILITY, FITNESS, OR ANY OTHER MATTER CONCERNING ANY CONTRIBUTED ASSETS, (IV) THE ENFORCEABILITY, ABSENCE OF ANY DEFENSES, OR RIGHT WITH RESPECT TO ANY CONTRIBUTED PATENTS OR OTHER INTELLECTUAL PROPERTY OF ANY KIND OR NATURE, OR (V) THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE. UNIVERXOME SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (X) ANY CONTRIBUTION, CONVEYANCE, TRANSFER, OR ASSIGNMENT SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY LIEN, SECURITY INTEREST, OR OTHER ENCUMBRANCE OR ADVERSE CLAIM, AND (Y) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY LEGAL REQUIREMENTS, ORDERS, OR JUDGMENTS ARE NOT COMPLIED WITH.

(b) UniverXome acknowledges that it has conducted its own independent investigation, review and analysis of the Contributed Assets, the Assigned Contracts, and Assumed Liabilities. UniverXome acknowledges that it and its Representatives have been provided adequate access to AgeX personnel, properties, premises and records pertaining to the Contributed Assets, the Assigned Contracts, and Assumed Liabilities for such purpose. In entering into this Agreement, UniverXome acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of AgeX or any of its Representatives who are not also Representatives of UniverXome. UniverXome hereby agrees and acknowledges that neither AgeX nor any of its Affiliates or Representatives, make or have made, and UniverXome is not relying on, any representation or warranty, express or implied, at law or in equity, with respect to the Contributed Assets, the Assigned Contracts, and Assumed Liabilities including as to: (i) merchantability or fitness of any Contributed Asset for any particular use or purpose; or (ii) the use of any Contributed Assets or technology included in the Contributed Assets for any purpose.

(c) UniverXome hereby assumes any and all risks arising from or in connection with the acquisition, ownership, and use of the Contributed Assets and the assumption of the Assigned Contracts and Assumed Liabilities. AgeX shall not be subject to any liability or indemnification obligation to UniverXome or to any other Person resulting from the delivery of the Contributed Assets or assignment of any Assigned Contract to UniverXome, or from the acquisition, ownership, or use of the Contributed Assets or assignment of the Assigned Contracts by UniverXome.

(d) UniverXome agrees to indemnify, defend, and hold AgeX harmless from any and all claims, lawsuits, or other Proceedings brought by any third-party, and any and all damages and liabilities to any third-party, arising from or in connection with the ownership, use, licensing, or sale, by UniverXome, of Contributed Assets or the assignment or assumption of any Assigned Contract or Assumed Liability.

(e) Each of AgeX and UniverXome further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Section 1.5 is held unenforceable or is unavailable for any reason under the laws of any state, country, or other jurisdiction, and as a result either AgeX severally is, or AgeX and UniverXome jointly or severally are, liable for any liability so disclaimed, then AgeX and UniverXome intend that, notwithstanding any provision to the contrary under any law, the provisions of this Agreement, including (i) the disclaimer of all representations and warranties, and (ii) indemnification obligations of UniverXome to AgeX pursuant to Section 1.5(d) shall prevail for any and all purposes between AgeX and UniverXome.

(f) UniverXome hereby waives compliance with the requirements and provisions of any “bulk-sale” or “bulk transfer” laws of any jurisdiction that may be applicable with respect to the transfer, sale, or assignment of any or all of the Contributed Assets to UniverXome.

1.6 Closing.

(a) The closing of the contribution of the Contributed Assets and the issuance of the UniverXome Shares pursuant to this Agreement (the “Closing”) shall take place on the later of (a) the date on which AgeX and UniverXome shall have executed and delivered this Agreement, and (b) the date on which AgeX and UniverXome shall have received from Juvenescence Limited (“Juvenescence”) a duly executed counterpart of the Loan Assumption Agreement.

(b) At the Closing, UniverXome shall issue the UniverXome Shares in accordance with this Agreement in uncertificated format using the book entry of such shares in the name of AgeX, at the election of AgeX.

(c) Subject to Section 1.3, at the Closing, AgeX shall execute and deliver to UniverXome (i) such bills of sale, endorsements, assignments, and other documents as UniverXome may, acting reasonably and in good faith, determine to be necessary or appropriate to assign, convey, transfer and deliver to UniverXome title to the Contributed Assets (including notice of assignment to UniverXome of the patents, patent applications, and trademarks and service marks included in the Contributed Patents, in such form and content as may be required for filing or recording with the United States Patent and Trademark Office, and each other office of any government or regulatory body as UniverXome may designate), and (ii) such assignment and assumption agreements as UniverXome may, acting reasonably and in good faith, determine to be necessary or appropriate for AgeX to assign and UniverXome to assume the Assigned Contracts and Assumed Liabilities, and (iii) such Consents as UniverXome may, acting reasonably and in good faith, determine to be necessary or appropriate to assign, convey, transfer and deliver to UniverXome title to the Contributed Assets and for AgeX to assign and for UniverXome to assume the Assigned Contracts and Assumed Liabilities.

(d) At or within a reasonable time after Closing, AgeX and UniverXome shall identify as belong to UniverXome, by affixing labels or similar methods, Contributed Assets that remain on the premises of office or storage facilities leased or used by AgeX. AgeX shall not be liable to UniverXome for any loss or damage to Contributed Assets located at AgeX leased facilities unless such loss or damage is caused by the gross negligence or intentional misconduct of AgeX employees. UniverXome shall have the right to remove Contributed Assets from such premises at any time upon not less than five (5) Business Days advance written notice to AgeX and AgeX shall cooperate in providing UniverXome and its contractors with access to AgeX’s premises for the removal of such Contributed Assets, provided that (i) such removal shall be at UniverXome’s expense and risk, and (ii) UniverXome shall indemnify AgeX from and shall promptly repair in a workmanlike manner at UniverXome’s expense any damage to the premises or AgeX property of any kind damaged or destroyed by UniverXome or any contractor of UniverXome in the course of removing Contributed Assets from the premises at which such Contributed Assets were located.

ARTICLE 2

POST-CLOSING COVENANTS

2.1 Further Assurances and Post Closing Access.

(a) From and after the Closing, each Party shall cooperate with the other Party, and shall cause to be executed and delivered such documents as the other Party may reasonably request, for the purpose of perfecting, completing, or documenting the transactions contemplated by this Agreement.

(b) During the Access Period each Party shall provide the other Party reasonable access to its properties, books and records, and personnel having knowledge of the content of such books and records, for purposes reasonably related to compliance with Legal Requirements.

2.2 Confidentiality.

(a) The Parties acknowledge and agree that information contained within lab notebooks, files, data, books, and records, and similar documents has been maintained by AgeX as Confidential Information and may include trade secrets. The portion of the Confidential Information that is being contributed to UniverXome pursuant to Section 1.1(b) and Section 1.1(g) shall belong to UniverXome upon contribution to UniverXome and shall thereafter constitute UniverXome’s Confidential Information and all other Confidential Information not so contributed shall remain AgeX’s Confidential Information.

(b) Except as provided in this Agreement, each Party shall hold, and shall cause its Representatives to hold, in strict confidence and not to disclose, release or use (including for any ongoing or future commercial purpose) Confidential Information belonging to the other Party, without the prior written consent of the Party to whom the Confidential Information belongs, which consent, in each case, may be withheld in the sole and absolute discretion of the Party that owns the Confidential Information. A Party may disclose, or may permit disclosure of, Confidential Information belonging to the other Party (i) if required or compelled to disclose such Confidential Information by judicial or administrative process or by other Legal Requirement or if the Party is advised by outside counsel in connection with a Proceeding brought by a Governmental Body that it is advisable to make such disclosure, or (ii) as required in connection with any Proceeding by one Party against any other Party. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a Third Party pursuant to clause (i) or (ii) of this paragraph, the Party making such disclosure shall promptly notify (to the extent permissible by law) the other Party of the existence of such request, demand or disclosure requirement and shall provide the other Party a reasonable opportunity to seek an appropriate protective order or other remedy, which the Party planning to make disclosure will cooperate in obtaining to the extent reasonably practicable. In the event that such appropriate protective order or other remedy is not obtained, the Party making disclosure shall furnish only that portion of the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information. A Party shall not be restricted from disclosing “Confidential Information” of the other Party if such Confidential Information: (x) is in the public domain at the time of such disclosure and entered the public domain through no improper action or inaction by the disclosing Party; (y) was disclosed to the disclosing Party by a Third Party that did not receive the information from the disclosing Party under restriction prohibiting disclosure; or (z) was independently developed by the disclosing Party without the use of Confidential Information belonging to the other Party.

(c) Each Party acknowledges that it may have in its possession confidential or proprietary information of Third Parties that was received under confidentiality or non-disclosure agreements between the other Party and such Third Party. Each Party shall comply, and shall cause its officers, employees, agents, consultants and advisors (or potential buyers) to comply, with all terms and conditions of any such Third Party agreements, with respect to any confidential and proprietary information of Third Parties to which it has had access.

(d) Notwithstanding anything to the contrary set forth herein, the Parties shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information if they exercise at least the same degree of care that AgeX applies to AgeX’s confidential information and proprietary information pursuant to policies in effect as of the Closing.

(e) Notwithstanding anything to the contrary set forth herein, AgeX shall have the right to disclose UniverXome’s Confidential Information or other information concerning the technology, research and development programs, assets, liabilities, business, contracts, operations, management, financial condition, financial results, or prospects of UniverXome (including but not limited to information concerning the terms and conditions of any and all contracts and agreements to which UniverXome is or becomes a party and the financial statements of UniverXome) (1) at any time and for any reason or purpose as AgeX may in its sole discretion determine while UniverXome remains a wholly-owned subsidiary of AgeX, or (2) that AgeX determines in good faith to be material to an evaluation or understanding of the assets, liabilities, business, financial condition, financial results, or prospects of AgeX and its subsidiaries, as follows: (i) in any report or as an exhibit to any report filed under the Exchange Act; (ii) in any prospectus, prospectus supplement, or registration statement or as an exhibit to any registration statement filed under the Securities Act; (iii) to any actual or prospective investor, bank or other lender, or investment banker or their respective legal advisors, accountants, and consultants in connection with any financing activities of AgeX; (iv) to any prospective party to any merger or consolidation with AgeX or any subsidiary of AgeX, or to their respective legal advisors, accountants, and consultants; or (v) to any prospective purchaser of UniverXome Shares or any other UniverXome securities that AgeX may hold or acquire, or to their legal advisors, accountants, and consultants; provided, that in the case of any disclosure of UniverXome’s Confidential Information pursuant to clause (iii), (iv), or (v) while UniverXome is not a wholly-owned subsidiary of AgeX, AgeX shall obtain a confidentiality agreement on customary terms and conditions from any Third Party to whom such disclosure is made, except when the Third Party has a fiduciary or other duty of confidentiality to AgeX.

(f) The Parties agree that irreparable damage may occur in the event that the provisions of this Section 2.2 are not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to seek an injunction to enforce specifically the terms and provisions of this Section 2.2 in any court having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

ARTICLE 3

MISCELLANEOUS PROVISIONS

3.1 Fees & Expenses. UniverXome shall bear and pay all fees, costs and expenses that have been incurred or that incurred by, on behalf or for the benefit of each of AgeX and UniverXome in connection with: (i) the negotiation, preparation and review of this Agreement; (ii) the preparation and submission of any filing or notice required to be made or given to effect or perfect the transfer of title to Contributed Assets to UniverXome, including the preparation and filing of any certificate, notice, or other instrument or document to convey, transfer, and assign the Contributed Assets to UniverXome in connection with the Closing; and (iii) all costs and expenses incurred to assign the Assigned Contracts and to obtain any Consent of a Third Party to the assignment of any Assigned Contract or sale, transfer, conveyance and assignment of any Contributed Asset from AgeX to UniverXome.

3.2 Notices. Any notice or other communication required or permitted to be delivered to any Party under this Agreement shall be in writing and shall be deemed properly delivered, given and received: (a) at the time and date of delivery, when delivered by hand; (b) the next Business Day if sent by next Business Day courier service; (c) at the time and date of transmission, if sent by email transmission before 5:00 p.m. in Delaware; (d) on the next Business Day, if sent by email transmission after 5:00 p.m. in Delaware; in any case to the address or email address set forth beneath the name of such party below (or to such other address or email address as such party shall have specified in a written notice given to the other Parties hereto):

Any notice to be provided prior to Effective Time as defined in the Merger Agreement:

If to UniverXome:

UniverXome Bioengineering, Inc.

1101 Marina Village Parkway, Suite 201

Alameda, California 94501

Attention: Chief Financial Officer

If to AgeX:

AgeX Therapeutics, Inc.

1101 Marina Village Parkway Suite 201

Alameda, CA 94501

Attention: Chief Financial Officer

Any notice to be provided after the Effective Time as defined in the Merger Agreement:

If to UniverXome:

UniverXome Bioengineering, Inc.

601 Genome Way, Suite 2001

Huntsville, Alabama 35806

Attention: Chief Financial Officer

If to AgeX:

AgeX Therapeutics, Inc.

601 Genome Way, Suite 2001

Huntsville, Alabama 35806

Attention: Chief Financial Officer

3.3 Headings. The headings and titles of Articles, Sections and paragraphs contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement.

3.4 Counterparts and Exchanges by Electronic Transmission or Facsimile. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission or facsimile shall be sufficient to bind the Parties to the terms and conditions of this Agreement. Parties may execute this Agreement and any ancillary agreement or document in connection with this Agreement by electronic signature, which signature shall be deemed an original.

3.5 Governing Law; Venue. This Agreement and all claims or causes of action (whether in contract or tort or otherwise) based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of laws principles. Each of the Parties hereto: (i) consents to and submits to the exclusive jurisdiction and venue of the courts of the State of Delaware or the United States District Court for Delaware, in any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (ii) agrees that all claims in respect of any such Proceeding shall be heard and determined in any such court; (iii) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (iv) shall not bring any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court.

3.6 Successors and Assigns; Parties in Interest.

(a) This Agreement shall be binding upon and shall inure to the benefit of UniverXome, AgeX, and their respective successors and assigns.

(b) Neither AgeX nor UniverXome may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, provided, however, that no such consent shall be required for any merger or consolidation of a Party with another business entity if the obligations of the merged or consolidated Party survive such merger or consolidation and are binding on the surviving or consolidated business entity. Any attempted assignment or delegation not made in compliance with this Section 3.6 shall be void.

3.7 Waiver. No failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

3.8 Amendments. This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of AgeX and UniverXome.

3.9 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, and this Agreement shall be enforceable as so modified.

3.10 Entire Agreement. This Agreement set forth the entire understanding of the parties relating to the subject matter hereof and thereof and supersede all prior agreements and understandings among or between any of the Parties relating to the subject matter hereof and thereof.

3.11 Construction.

(a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.

(b) The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

(c) As used in this Agreement, the words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

(d) Except as otherwise indicated, all references in this Agreement to “Articles,” “Sections” and “Exhibits” are intended to refer to Articles and Sections of this Agreement and Exhibits to this Agreement.

Signatures on following page

The Parties to this Agreement have caused this Agreement to be executed and delivered as of the Effective Date first written above.

EXHIBIT A

CERTAIN DEFINITIONS

For purposes of the Agreement (including this Exhibit A):

Access Period shall mean the period of time commencing on the Closing Date and ending on the earliest date by which AgeX has filed its Annual Report on Form 10-K with the Securities and Exchange Commission containing the report of its registered independent public accountant as to the audit of financial statements and control over internal financial reporting for the twelve months ending December 31, 2024.

Affiliate shall mean with respect to any Person, any other Person that as of the date of the Agreement or as of any subsequent date, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person; provided, however, that for this purpose (i) AgeX and its subsidiaries other than UniverXome and subsidiaries of UniverXome shall not be considered Affiliates of UniverXome, and (ii) UniverXome and its subsidiaries shall not be considered Affiliates of AgeX.

Agreement shall mean the Asset Contribution Agreement to which this Exhibit A is attached (including the Schedules and all other attachments and exhibits thereto), as it may be amended from time to time.

AgeX shall mean AgeX Therapeutics, Inc., a Delaware corporation.

AgeX Retained Obligations shall meaning ascribed to such term in Section 1.2(d).

Business Day shall mean any day other than a Saturday, Sunday or a day on which banking institutions in Delaware are authorized or obligated by Legal Requirement or executive order to be closed.

Closing shall mean the consummation of the transfer and assignment of the Contributed Assets and Assigned Contracts, the assumption of the Assumed Liabilities, and the issuance of the UniverXome Shares, subject to any subsequent assignment of Contributed Assets and Assigned Contracts as contemplated by Section 1.3 in order to obtain any Consent required for the assignment of any Contributed Assets(s) and Assigned Contracts to UniverXome.

Confidential Information shall mean any and all information disclosed orally or in writing, or by graphic presentation, in any media or format, which is proprietary and confidential, including but not limited to: (a) the formulation, composition, or methods of manufacture of any material, substance, or product, (b) the results of any research, testing, or evaluation of any product, cell line, or technology, (c) formulae, processes, the content of patent applications, know-how, ideas, unpatented inventions, and research protocols, (d) research and development plans, programs, data, and results, (e) business methods and strategies, (f) business planning, marketing plans, and customer lists, (g) accounting, income tax, and financial information, accountant working papers, operating budgets, and financial projections, (h) the terms of contracts and licenses, and proposed contracts, licenses, and other business arrangements with third parties, (i) information concerning the compensation of employees and consultants; and (j) documents and information filed and correspondence and other communications with government agencies, authorities, or commission. Each Party’s Confidential Information may include trade secrets. In addition to information belonging to AgeX at the time of disclosure or delivery to UniverXome and described in the immediately preceding sentence, if AgeX received such information from a third party under an agreement, obligation, or duty of confidentiality or nondisclosure, such information shall be deemed Confidential Information for purposes of this Agreement.

Effective Time shall have the meaning ascribed to such term in the Merger Agreement.

Entity shall mean any corporation, general partnership, limited partnership, limited liability partnership, joint venture, trust, unincorporated association, or other entity.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Governmental Approval shall mean any permit, license, registration, qualification or authorization issued by any Governmental Body.

Governmental Body shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government, (c) any self-regulatory organizations; or (d) any agency, commission or similar body or authority of any Governmental Body described in “(a),” “(b)” or “(c)”of this sentence.

Legal Requirement shall mean any law, statute, rule or regulation issued, enacted or promulgated by any Governmental Body.

Liability shall mean any debt, obligation, duty, or liability of any nature or kind, (regardless of whether as of the date of the Agreement or the Effective Date such debt, obligation, duty, or liability is known, disclosed, matured, accrued, asserted, contingent, indirect, conditional, implied, vicarious, derivative, joint, several or secondary) whether arising pursuant to any contract, agreement, or instrument or under tort or by operation of law or under any Legal Requirement, regardless of whether such debt, obligation, duty or liability would be required to be disclosed on a balance sheet prepared in accordance with United States Generally Accepted Accounting Procedures, and regardless of whether such debt, obligation, duty or liability is immediately due and payable, but excluding Transaction Expenses and obligations and liabilities for the payment of Transaction Expenses.

Merger Agreement shall mean that certain Agreement and Plan of Merger and Reorganization, entered into as of August 29, 2023, by and among AgeX, Canaria Transaction Corporation, an Alabama corporation and wholly owned subsidiary of AgeX, and Serina, as the same may be amended or supplemented from time to time.

Order shall mean any order, judgment, decree, injunction, ruling, decision or award issued by any court, administrative agency or other Governmental Body or any arbitrator or arbitration panel.

Party shall mean AgeX or UniverXome, as the context requires; provided, that Parties means both AgeX and UniverXome.

Person shall mean any natural person, Governmental Body, or Entity.

Proceeding shall mean any demand, action, claim, lawsuit, countersuit, arbitration, inquiry, subpoena, case, litigation, or other proceeding or investigation (whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Body, or any arbitrator or arbitration panel.

Representative means with respect to any Party any officer, director, employee, agent, consultant, or advisor of such Party.

Securities Act shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Serina shall mean Serina Therapeutics, Inc., an Alabama corporation.

Third Party shall mean any Person other than (a) AgeX, (b) any subsidiary or other Affiliate of AgeX other than UniverXome, (c) UniverXome, (d) any subsidiary of UniverXome, (e) any Affiliate of UniverXome or of any subsidiary of UniverXome, other than AgeX or any subsidiary or Affiliate of AgeX, or (f) any officer or director of any Person described in (a), (b), (c), (d), or (e) of this sentence.

Transaction Expenses shall have the meaning ascribed to such term in the Merger Agreement.

UniverXome shall mean UniverXome Bioengineering, Inc., a Delaware corporation.

UniverXome Shares shall mean shares of UniverXome common stock, par value $0.0001 per share.

Exhibit 10.4

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (as amended, restated or otherwise modified from time to time in accordance with its terms, the “Agreement”) is made and entered into as of March [●], 2024 between Serina Therapeutics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated Bylaws, adopted as of March 26, 2024, as may be amended from time to time (the “Bylaws”) and Amended and Restated Certificate of Incorporation of the Company, as may be amended from time to time (the “Certificate of Incorporation”) require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the Delaware General Corporation Law (“DGCL”). The Bylaws, the Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance Expenses (as hereinafter defined) on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and Certificate of Incorporation of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

WHEREAS, Indemnitee does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance as adequate in the present circumstances, and may not be willing to serve or continue to serve the Company as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she be so indemnified; and

WHEREAS, Indemnitee has certain rights to indemnification and/or insurance provided by certain affiliates of the Company (the “Affiliates”), which Indemnitee and the Affiliates intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board.

AGREEMENT

In consideration of Indemnitee’s agreement to serve as a [●] from and after the date hereof, the parties hereto agree as follows:

1. Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of such person’s Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person, or on such person’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of such person’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware (the “Delaware Court”) shall determine that such indemnification may be made.

(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to (or participant in) and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

(d) Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

2. Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

3. Contribution.

(a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such Expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

4. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

5. Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within 30 days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. This Section 5 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.

6. Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company. The Company will be entitled to participate in the Proceeding at its own Expense.

(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (1) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, (3) if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board, by the stockholders of the Company.

(c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court or by such other person as the Delaware Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incurred by the Company and the Indemnitee incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

(d) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. The provisions of this Section 6(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f) If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within 15 days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat.

(g) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(h) In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

7. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 1(c), 1(d), 4 or the last sentence of Section 6(g) of this Agreement within 10 days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made pursuant to Sections 1(a), 1(b) and 2 of this Agreement within 10 days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in the Delaware Court of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such Proceeding seeking an adjudication within 180 days following the date on which Indemnitee first has the right to commence such Proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b) In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial Proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).

(c) If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial Proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by Indemnitee in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery.

(e) The Company shall be precluded from asserting in any judicial Proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any judicial Proceeding that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within 10 days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, if, in the case of indemnification, Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims, then such indemnification shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

8. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

(a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders, a resolution of directors of the Company or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary, as applicable, under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(c) If any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise.

9. Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or

(c) except as provided in Section 7(e) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such payment arises in connection with any mandatory counterclaim or cross-claim brought or raised by Indemnitee in any Proceeding (or any part of any Proceedings), or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

(d) for any Proceeding, Expense, or matter for which indemnification or payment is prohibited under DGCL, the public policy of the State of Delaware, or other applicable law.

10. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period ending six years after Indemnitee ceases to serve as an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other Enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any Proceeding commenced under Section 7 hereof) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting or serving in any such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto (and, where indicated in this Agreement, by the beneficiaries hereof) and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, domestic partners, heirs, executors and personal and legal representatives.

11. Security. To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

12. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.

(b) Except as set forth in the Certificate of Incorporation, Bylaws, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c) The Company shall not seek from any court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of Expenses under this Agreement.

13. Definitions. For purposes of this Agreement:

(a) “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise that such person is or was serving at the request of the Company.

(b) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(c) “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

(d) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent, (ii) Expenses incurred in connection with recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee is ultimately determined to be entitled to such indemnification, advancement or Expenses or insurance recovery, as the case may be, and (iii) for purposes of Section 7(e) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, the Certificate of Incorporation, the Bylaws or under any directors’ and officers’ liability insurance policies maintained by the Company, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(e) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(f) “Proceeding” includes any threatened, pending or completed action, suit, claim, counterclaim, cross-claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of Indemnitee’s Corporate Status, by reason of any action taken by Indemnitee, or of any inaction on Indemnitee’s part while acting in Indemnitee’s Corporate Status; in each case whether or not Indemnitee is acting or serving in any such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement or advancement of Expenses can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce Indemnitee’s rights under this Agreement.

14. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Further, the invalidity or unenforceability of any provision hereof as to Indemnitee shall in no way affect the validity or enforceability of any provision hereof as to the other. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

15. Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

17. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

19. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

20. Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or Proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or Proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or Proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or Proceeding brought in the Delaware Court has been brought in an improper or 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 AGREEMENTS, CONSENTS, AND WAIVERS AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL AGREEMENTS, CONSENTS, AND WAIVERS IN THIS SECTION 20.

(Remainder of Page Intentionally Left Blank; Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

Signature Page to Indemnification Agreement

Signature Page to Indemnification Agreement

EXHIBIT 10.5

SERINA THERAPEUTICS, INC.

DIRECTOR COMPENSATION POLICY

(Adopted and approved on March 27, 2024)

Each member of the Board of Directors (the “Board”) of Serina Therapeutics, Inc. (the “Company”) who is not an employee of the Company (each such member, an “Outside Director”) will receive the compensation described in this Outside Director Compensation Policy (the “Director Compensation Policy”) for Board service on and after April 1, 2024 (the “Effective Date”).

The Director Compensation Policy will become effective upon the Effective Date. The Director Compensation Policy may be amended at any time in the sole discretion of the Board.

Annual Cash Compensation

Each Outside Director will receive the cash compensation set forth below for service on the Board. The annual cash compensation amounts will be payable in arrears, in equal quarterly installments following the end of each fiscal quarter of the Company in which the service occurred. Any amount payable for a partial quarter of service will be pro-rated by multiplying such amount by a fraction, the numerator of which will be the number of days of service that the Outside Director provided in such quarter and the denominator of which will be the number of days in such quarter inclusive. All annual cash fees are vested upon payment. For purposes of clarity, the first quarterly installment of the annual retainers set forth below shall be paid for the first quarter that ends on or after the Effective Date, with the amount of such payment equal to the full quarterly installment, pro-rated as applicable based on the days of service that the Outside Director provided in such quarter.

1.Annual Board Member Cash Fees:

2. Annual Committee Chair Cash Fees (in addition to above):

3.Annual Committee Member Cash Fees (in addition to Annual Board Member Cash Fees; the Chairperson of a Committee does not receive this fee for that Committee):

Equity Compensation

Equity awards will be granted under the Company’s 2024 Equity Incentive Plan or any successor equity incentive plan adopted by the Board and the stockholders of the Company (the “Plan”).

Expenses

The Company will reimburse each Outside Director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at, and participation in, Board and committee meetings, provided, that the Outside Director timely submits to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.

Exhibit 10.6

AMENDED AND RESTATED

SERINA THERAPEUTICS, INC.

2017 STOCK OPTION PLAN

1. Purpose; Eligibility.

1.1 General Purpose. The name of this plan is the Amended and Restated Serina Therapeutics, Inc. 2017 Stock Option Plan. The purposes of the Plan are to (a) enable the Company to attract and retain the types of Employees, Consultants, and Directors who will contribute to the Company’s long-range success; (b) provide incentives that align the interests of Employees, Consultants, and Directors with those of the stockholders of the Company; and (c) promote the success of the Company’s business.

1.2 Eligible Award Recipients. The persons eligible to receive Awards are the Employees, Consultants, and Directors of the Company.

1.3 Available Awards. Awards that may be granted under the Plan include: (a) Incentive Stock Options and (b) Non-qualified Stock Options.

2. Definitions.

“Applicable Laws” means the requirements related to or implicated by the administration of the Plan under applicable state corporate law, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the shares of Common Stock are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan.

“Award” means any right granted under the Plan, including an Incentive Stock Option or a Non-qualified Stock Option.

“Award Agreement” means a written agreement, contract, certificate, or other instrument or document evidencing the terms and conditions of an individual Award granted under the Plan, which may, in the discretion of the Company, be transmitted electronically to any Participant. Each Award Agreement will be subject to the terms and conditions of the Plan.

“Board” means the Board of Directors of Serina, as constituted at any time.

“Cause” means:

With respect to any Employee or Consultant: (a) if the Employee or Consultant is a party to an employment or service agreement with the Company and such agreement provides for a definition of Cause, the definition contained therein; or (b) if no such agreement exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company; (ii) conduct that results in or is reasonably likely to result in harm to the reputation or business of the Company; (iii) willful conversion or misappropriation of corporate funds; (iv) gross negligence or willful misconduct with respect to the Company; or (v) material violation of any state or federal securities law.

With respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following: (a) malfeasance in office; (b) gross misconduct or neglect; (c) false or fraudulent misrepresentation inducing the Director’s appointment;(d) willful conversion or misappropriation of corporate funds; or (e) repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance.

The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.

“Change in Control” (a) the direct or indirect sale, transfer, conveyance, or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company, taken as a whole, to any Person that is not a subsidiary of the Company; (b) the date that is 10 business days prior to the consummation of a complete liquidation or dissolution of the Company; (c) the acquisition by any Person of Beneficial Ownership of 50% or more (on a fully diluted basis) of either (i) the then-outstanding shares of Common Stock of the Company, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of Directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this Plan, the following acquisitions will not constitute a Change in Control: (A) any acquisition by the Company or any Subsidiary, (B) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Subsidiary, (C) any acquisition that complies with clauses, (i), (ii), and (iii) of subsection (d) of this definition, or (D) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of persons including the Participant (or any entity controlled by the Participant or any group of persons including the Participant); or (d) the consummation of a reorganization, merger, consolidation, statutory share exchange, or similar form of corporate transaction involving the Company that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (i) more than 50% of the total voting power of (A) the entity resulting from such Business Combination (the “Surviving Company”), or (B) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities eligible to elect a majority of the members of the board of directors (or the analogous governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination; (ii) no Person (other than any employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is or becomes the Beneficial Owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect members of the board of directors of the Parent Company (or the analogous governing body) (or, if there is no Parent Company, the Surviving Company); and (iii) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination.

“Code” means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code will be deemed to include a reference to any regulations promulgated thereunder.

“Committee” means a committee of the Board appointed by the Board to administer the Plan in accordance with Section 3.3 and Section 3.4.

“Common Stock” means the common stock, par value $0.0001 per share, of Serina, or such other securities of Serina as may be designated by the Board or Committee from time to time in substitution thereof.

“Company” means Serina and any or all of its Subsidiaries.

“Consultant” means any individual who is engaged by the Company to render consulting or advisory services.

“Continuous Service” means that the Participant’s service with the Company, whether as an Employee, Consultant, or Director, is not interrupted or terminated. The Participant’s Continuous Service will not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company as an Employee, Consultant, or Director or a change in the entity for which the Participant renders such service (such as a change of employment from one Subsidiary to another Subsidiary), provided that there is no interruption or termination of the Participant’s Continuous Service; provided further that if any Award is subject to Section 409A of the Code, this sentence will only be given effect to the extent consistent with Section 409A of the Code. For example, a change in status from an Employee to a Director will not constitute an interruption of Continuous Service. The Board or Committee, in its sole discretion, may determine whether Continuous Service will be considered interrupted in the case of any leave of absence approved by the Board or Committee, such as sick leave, military leave, or any other personal or family leave of absence. The Board or Committee, in its sole discretion, may determine whether a Company transaction, such as a sale or spin-off of a division or Subsidiary that employs a Participant, will be deemed to result in a termination of Continuous Service for purposes of affected Awards, and such decision will be final, conclusive, and binding.

“Director” means a member of the Board.

“Disability” means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option pursuant to Section 6.10 hereof, the term Disability will have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an individual has a Disability will be determined by the Board or Committee or under procedures adopted by the Board or Committee. Except for a determination of Disability within the meaning of Section 22(e)(3) of the Code for purposes of an Incentive Stock Option, the Board or Committee may rely on any determination that a Participant is disabled for purposes of benefits under any long-term disability plan maintained by the Company in which a Participant participates.

“Effective Date” means January 16, 2017.

“Employee” means any person employed by the Company; provided, that, for purposes of determining eligibility to receive Incentive Stock Options, an Employee means an employee of the Company or a parent corporation within the meaning of Code Section 424. Mere service as a Director or payment of a director’s fee by the Company will not be sufficient to constitute “employment” by the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, as of any date, the value of the Common Stock as determined below. If the Common Stock is listed on any national stock exchange, inter-dealer quotation system, or over-the-counter market that reports closing prices, including without limitation, the New York Stock Exchange, NYSE MKT, Nasdaq, or the OTC Bulletin Board, the Fair Market Value will be the closing price of a share of Common Stock (or if no sales were reported the closing price on the date immediately preceding such date) as quoted on such exchange or system on the day of determination, as reported in the Wall Street Journal or such other source as the Board or Committee deems reliable. In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Board or Committee, using such methods as the Board or Committee determines to be reasonable under the circumstances, and such determination will be conclusive and binding on all persons.

“Good Reason” means: (a) if an Employee or Consultant is a party to an employment or service agreement with the Company and such agreement provides for a definition of Good Reason, the definition contained therein; or (b) if no such agreement exists or if such agreement does not define Good Reason, the occurrence of one or more of the following without the Participant’s express written consent, which circumstances are not remedied by the Company within thirty (30) days of its receipt of a written notice from the Participant describing the applicable circumstances (which notice must be provided by the Participant within ninety (90) days of the Participant’s knowledge of the applicable circumstances): (i) any material increase in the Participant’s duties (other than by way of promotion attendant with additional responsibilities, authority, or title and an increase in salary commensurate therewith), (ii) any material diminution of responsibilities, authority, title, status, or reporting structure; (iii) a material reduction in the Participant’s base salary or bonus opportunity; or (iv) a geographical relocation of the Participant’s principal office location by more than fifty (50) miles.

“Grant Date” means the date on which the Board or Committee adopts a resolution, or takes other appropriate action, expressly granting an Award to a Participant that specifies the key terms and conditions of the Award or, if a later date is set forth in such resolution, then such date as is set forth in such resolution.

“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

“Non-Employee Director” means a Director who is a “non-employee director” within the meaning of Rule 16b-3.

“Non-qualified Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

“Option” means an Incentive Stock Option or a Non-qualified Stock Option granted pursuant to the Plan.

“Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

“Option Exercise Price” means the price at which a share of Common Stock may be purchased upon the exercise of an Option.

“Participant” means an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.

“Performance Goals” means one or more goals established by the Board or Committee that must be attained by Serina or a Subsidiary, or a division, business unit or operational unit of Serina or a Subsidiary in order for an Award to vest or for the determination of the amount of an Award. A Performance Goal may be based on financial results or performance or upon the attainment of any other goal or milestone designated by the Board or Committee such as, by way of example only and not by way of limitation, the attainment of a specified amount of sales, revenues, or net income, an increase in the Fair Market Value of the Common Stock, or the commencement or successful completion of a clinical trial of a new drug, biological product, or medical device.

“Permitted Transferee” means: (a) a member of the Optionholder’s immediate family (child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships), any person sharing the Optionholder’s household (other than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which these persons (or the Optionholder) control the management of assets, and any other entity in which these persons (or the Optionholder) own more than 50% of the voting interests; and (b) in conjunction with the exercise of an Option, and for the purpose of obtaining financing for such exercise, the Optionholder may arrange for a securities broker/dealer to exercise an Option on the Optionholder’s behalf, to the extent necessary to obtain funds required to pay the exercise price of the Option, provided that the Fair Market Value of the Common Stock determined as of the date immediately before the date of such transfer exceeded the exercise price of the Option.

“Plan” means this Amended and Restated Serina Therapeutics, Inc. 2017 Stock Option Plan, as amended and/or amended and restated from time to time.

“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

“Securities Act” means the Securities Act of 1933, as amended.

“Serina” means Serina Therapeutics, Inc., a Delaware corporation, and any successor company or any parent company.

“Subsidiary” means (i) any corporation or other entity in which the Company possesses directly or indirectly equity interests representing at least 50% of the total ordinary voting power or at least 50% of the total value of all classes of equity interests of such corporation or other entity and (ii) any other entity in which the Company has a direct or indirect economic interest that is designated as a Subsidiary by the Board or Committee.

“Ten Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any of its Subsidiaries.

“Voting Securities” means any class or series of stock or other securities entitling the holder vote for the election of Directors generally but will exclude any such security that entitles the holder to designate, appoint, or vote for the election of a minority of the Directors.

3. Administration.

3.1 Authority of Committee. The Plan will be administered by the Board or, in the Board’s sole discretion, by a Committee. Subject to the terms of the Plan, the Board or Committee will have the authority:

(a) to construe and interpret the Plan and apply its provisions;

(b) to promulgate, amend, and rescind rules and regulations relating to the administration of the Plan;

(c) to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

(d) to determine when Awards are to be granted under the Plan and the applicable Grant Date;

(e) from time to time to select those Participants to whom Awards will be granted;

(f) to determine the number of shares of Common Stock to be made subject to each Award;

(g) to determine whether each Option is to be an Incentive Stock Option or a Non-qualified Stock Option;

(h) to prescribe the terms and conditions of each Award, including, without limitation, the exercise price and medium of payment and vesting provisions, and to specify the provisions of the Award Agreement relating to such grant;

(i) to amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding Award; provided, however, that if any such amendment impairs a Participant’s rights or increases a Participant’s obligations under his or her Award or creates or increases a Participant’s federal income tax liability with respect to an Award, such amendment will also be subject to the Participant’s consent;

(j) to determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination of their employment for purposes of the Plan, which periods will be no shorter than the periods generally applicable to Employees under the Company’s employment policies;

(k) to make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an event that triggers anti-dilution adjustments;

(l) to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; and

(m) to exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan.

The Board or Committee also may modify the purchase price or the exercise price of any outstanding Award, consistent with requirements under the Code applicable to the Award, provided that if the modification effects a repricing, stockholder approval will be required before the repricing is effective. As used in this paragraph, repricing means (i) reduction in the exercise price of an outstanding Option, and (ii) cancellation of an “underwater” or “out-of-the money” Award in exchange for other Awards or cash. An “underwater” or “out-of-the money” Award is one for which the exercise price is greater than the Fair Market Value of the underlying Common Stock.

3.2 Decisions Final. All decisions made by the Board or Committee pursuant to the provisions of the Plan will be final and binding on the Company and the Participants.

3.3 Delegation. The Board may delegate administration of the Plan to a committee or committees of the Board, and the term “Committee” will apply to any such committee. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. The members of the Committee will be appointed by and serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies, however caused, in the Committee. The Committee will act pursuant to a vote of the majority of its members or, in the case of a Committee comprised of only two members, the unanimous consent of its members, whether present or not, or by the written consent of the majority of its members and minutes will be kept of all of its meetings and copies thereof will be provided to the Board. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable.

3.4 Committee Composition. Except as otherwise determined by the Board, the Committee will consist solely of two or more Non-Employee Directors. The Board will have discretion to determine whether or not it intends to comply with the exemption requirements of Rule 16b-3. However, if the Board intends to satisfy such exemption requirements, with respect to any insider subject to Section 16 of the Exchange Act, the Committee will be a compensation committee of the Board that at all times consists solely of two or more Non-Employee Directors. Nothing herein will create an inference that an Award is not validly granted under the Plan in the event Awards are granted under the Plan by a compensation committee of the Board that does not at all times consist solely of two or more Non-Employee Directors.

4. Shares Subject to the Plan.

4.1 Subject to adjustment in accordance with Section 11, a total of 2,100,000 shares of Common Stock will be available for the grant of Awards under the Plan. The shares of Common Stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise. Any shares of Common Stock granted in connection with Options will be counted against this limit as one share for every one Option awarded. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.

4.2 [Reserved.]

4.3 Any shares of Common Stock subject to an Award that is cancelled, forfeited or expires prior to exercise or realization, either in full or in part, will again become available for issuance under the Plan. Any shares of Common Stock that again become available for future grants pursuant to this Section will be added back as one share. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan will not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation, or (c) shares repurchased by the Company using Option proceeds.

5. Eligibility.

5.1 Eligibility for Specific Awards. Incentive Stock Options may be granted only to Employees. Awards other than Incentive Stock Options may be granted to Employees, Consultants and Directors. Awards may be granted to individuals whom the Committee determines are reasonably expected to become Employees, Consultants and Directors; provided that such grant and the Grant Date will become effective only the individual becoming an Employee, Consultant, or Director.

5.2 Ten Percent Shareholders. A Ten Percent Shareholder will not be granted an Incentive Stock Option unless the Option Exercise Price is at least 110% of the Fair Market Value of the Common Stock at the Grant Date and the Option is not exercisable after the expiration of five years from the Grant Date.

6. Option Provisions.

Each Option granted under the Plan will be evidenced by an Award Agreement. Each Option so granted will be subject to the conditions set forth in this Section 6, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. All Options will be separately designated Incentive Stock Options or Non-qualified Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. Notwithstanding the foregoing, the Company will have no liability to any Participant or any other person if an Option designated as an Incentive Stock Option fails to qualify as such at any time or if an Option is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the requirements of Section 409A of the Code. The provisions of separate Options need not be identical, but each Option will include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

6.1 Term. An Option will expire, and thereafter no longer be exercisable, on such date as the Board or Committee may designate; provided, however, no Option will be exercisable after the expiration of 10 years from the Grant Date, and no Incentive Stock Option granted to a Ten Percent Shareholder will be exercisable after the expiration of 5 years from the Grant Date. The expiration date of each Option will be stated in the Award Agreement pertaining to the Option.

6.2 Exercise Price of An Incentive Stock Option. Subject to the provisions of Section 5.2 pertaining to Incentive Stock Options granted to Ten Percent Shareholders, the Option Exercise Price of each Incentive Stock Option will be not less than 100% of the Fair Market Value of the Common Stock subject to the Option on the Grant Date. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

6.3 Exercise Price of a Non-qualified Stock Option. The Option Exercise Price of each Non-qualified Stock Option will be not less than 100% of the Fair Market Value of the Common Stock subject to the Option on the Grant Date. Notwithstanding the foregoing, a Non-qualified Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 409A of the Code.

6.4 Consideration. The Option Exercise Price of Common Stock acquired pursuant to an Option will be paid, to the extent permitted by applicable statutes and regulations, either (a) in cash or by certified or bank check at the time the Option is exercised or (b) to the extent approved by the Board or Committee, the Option Exercise Price may be paid: (i) by delivery to the Company of other Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Option Exercise Price (or portion thereof) due for the number of shares being acquired; (ii) a “cashless” exercise program established with a broker pursuant to which the broker exercises or arranges for the coordination of the exercise of the Option with the sale of some or all of the underlying Common Stock; (iii) any combination of the foregoing methods; or (iv) in any other form of consideration that is legal consideration for the issuance of Common Stock and that may be acceptable to the Board or Committee. Unless otherwise specifically provided in the Option, the exercise price of Common Stock acquired pursuant to an Option that is paid by delivery to the Company of other Common Stock acquired, directly or indirectly from the Company, will be paid only by shares of the Common Stock of the Company that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock is listed on any national securities exchange or an interdealer quotation system, or is traded in an over-the-counter market that reports closing prices) an exercise by a Director or Officer that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Company, directly or indirectly, in violation of Section 402(a) of the Sarbanes-Oxley Act of 2002 is prohibited with respect to any Award under this Plan.

6.5 Transferability of An Incentive Stock Option. An Incentive Stock Option will not be transferable except by will or by the laws of descent and distribution and will be exercisable during the lifetime of the Optionholder only by the Optionholder.

6.6 Transferability of a Non-qualified Stock Option. A Non-qualified Stock Option may, in the sole discretion of the Board or Committee, be transferable to a Permitted Transferee, upon approval by the Board or Committee, to the extent provided in the Award Agreement or by subsequent consent granted by the Board or Committee. If the Non-qualified Stock Option does not provide for transferability or consent to transfer to a Permitted Transferee is not granted by the Board or Committee, then the Non-qualified Stock Option will not be transferable except by will or by the laws of descent and distribution and will be exercisable during the lifetime of the Optionholder only by the Optionholder.

6.7 Vesting of Options. Each Option may, but need not, vest and therefore become exercisable in periodic installments as determined by the Board or Committee or based upon the attainment of a Performance Goal or the occurrence of a specified event. The vesting provisions of individual Options may vary. No Option may be exercised for a fraction of a share of Common Stock.

6.8 Termination of Continuous Service. Unless otherwise provided in an Award Agreement or in an employment agreement the terms of which have been approved by the Board or Committee, in the event an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (a) the date three months following the termination of the Optionholder’s Continuous Service or (b) the expiration of the term of the Option as set forth in the Award Agreement The Board or Committee or its respective delegate, in its sole discretion, may determine whether a Company transaction, such as a sale or spin-off of a division or subsidiary that employs a Participant, shall be deemed to result in a termination of Continuous Service for purposes of affected Awards, and such decision shall be final, conclusive and binding. If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Award Agreement, the Option will terminate.

6.9 Extension of Termination Date. An Optionholder’s Award Agreement may also provide that if the exercise of the Option following the termination of the Optionholder’s Continuous Service for any reason would be prohibited at any time because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act or any other state or federal securities law or the rules of any securities exchange or interdealer quotation system, then the Option will terminate on the earlier of (a) the expiration of the term of the Option in accordance with Section 6.1 or (b) the expiration of a period after termination of the Participant’s Continuous Service that is three months after the end of the period during which the exercise of the Option would be in violation of such registration or other securities law requirements.

6.10 Disability of Optionholder. Unless otherwise provided in an Award Agreement, in the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of (a) the date 12 months following such termination or (b) the expiration of the term of the Option as set forth in the Award Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein or in the Award Agreement, the Option will terminate.

6.11 Death of Optionholder. Unless otherwise provided in an Award Agreement, in the event an Optionholder’s Continuous Service terminates as a result of the Optionholder’s death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, executor, or personal representative, by a person who acquired the right to exercise the Option by bequest, but only within the period ending on the earlier of (a) the date 12 months following the date of death or (b) the expiration of the term of such Option as set forth in the Award Agreement. If, after the Optionholder’s death, the Option is not exercised within the time specified herein or in the Award Agreement, the Option will terminate.

6.12 Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company) exceeds $100,000, the Options or portions thereof which exceed such limit (according to the order in which they were granted) will be treated as Non-qualified Stock Options.

7. Reserved.

8. Securities Law Compliance.

All Awards will be subject to the requirement that, if at any time the Board or the Committee shall determine, in its discretion, that the listing upon any securities exchange, or the registration under the Securities Act, or registration or qualification under any state law is required for the grant, exercise, issue, or sale of any Options under the Plan, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection therewith, such Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Board or the Committee. Furthermore, if the Board or the Committee determines that any amendment to any Award (including, but not limited to, an increase in the exercise price of any Option) is necessary or desirable in connection with the registration or qualification of any of its shares under any state securities or “blue sky” law, then the Board or the Committee will have the unilateral right to make such changes without the consent of the Participant to whom the Award was granted.

8.1 Each Award Agreement will provide that no shares of Common Stock will be purchased or sold thereunder unless and until (i) any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel and (ii) if required to do so by the Company, the Participant has executed and delivered to the Company a letter of investment intent in such form and containing such provisions as the Committee may require.

8.2 Except as may otherwise be required by the Securities Act, the Company will not be required to register under the Securities Act the Plan, any Award or any Common Stock issued or issuable pursuant to any such Award, and the Company will have no liability for any delay in issuing or failure to issue or sell any Option prior to the date on which a registration statement under the Securities Act becomes effective with respect to the offer, sale, and issuance of such Award, Option, or Common Stock.

9. Use of Proceeds from Stock.

Proceeds from the sale of Common Stock pursuant to Awards, or upon exercise thereof, will constitute general funds of the Company.

10. Miscellaneous.

10.1 Acceleration of Exercisability and Vesting. The Board or Committee will have the power to accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest.

10.2 Stockholder Rights. Except as provided in the Plan or an Award Agreement, no Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Award unless and until such Participant has satisfied all requirements for exercise of the Award pursuant to its terms and no adjustment will be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is prior to the date such Common Stock certificate is issued, except as provided in Section 11 hereof.

10.3 No Employment or Other Service Rights. Nothing in the Plan or any instrument executed or Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company in the capacity in effect at the time the Award was granted or will affect the right of the Company to terminate (a) the employment of an Employee with or without notice and with or without Cause, except as may otherwise be provided in a written employment agreement between the Company and the Participant, or (b) the service of a Director pursuant to the By-laws of Serina or a Subsidiary, and any applicable provisions of the corporate law of the state in which Serina or the Subsidiary is incorporated, as the case may be.

10.4 Withholding Obligations. To the extent provided by the terms of an Award Agreement or as may be approved by the Board or Committee, a Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Common Stock under an Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under the Award, provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock.

11. Adjustments Upon Changes in Stock.

In the event of changes in the outstanding Common Stock or in the capital structure of the Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the Grant Date of any Award, Awards granted under the Plan and any Award Agreements, including the exercise price of Options and the number of shares of Common Stock subject to such Options, the maximum number of shares of Common Stock subject to all Awards stated in Section 4, and the maximum number of shares of Common Stock with respect to which any one person may be granted Awards during any period stated in Section 4 will be equitably adjusted or substituted, as to the number, price or kind of a share of Common Stock or other consideration subject to such Awards to the extent necessary to preserve the economic intent of such Award. In the case of adjustments made pursuant to this Section 11, unless the Board or Committee specifically determines that such adjustment is in the best interests of the Company, Board or the Committee shall, in the case of Incentive Stock Options, ensure that any adjustments under this Section 11 will not constitute a modification, extension or renewal of the Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-qualified Stock Options, ensure that any adjustments under this Section 11 will not constitute a modification of such Non-qualified Stock Options within the meaning of Section 409A of the Code. Any adjustments made under this Section 11 will be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice of an adjustment or substitution hereunder and, upon notice, such adjustment will be conclusive and binding for all purposes.

12. Effect of Change in Control.

12.1 In the discretion of the Board and the Committee, any Award Agreement may provide, or the Board or the Committee may provide by amendment of any Award Agreement or otherwise, notwithstanding any provision of the Plan to the contrary, that in the event of a Change in Control, Options will become immediately exercisable with respect to all or a specified portion of the shares subject to such Options.

12.2 In addition, in the event of a Change in Control, the Committee may, in its discretion and upon at least 10 days’ advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other stockholders of the Company in the event. In the case of any Option with an exercise price that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.

12.3 The obligations of the Company under the Plan will be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets and business of the Company and its Subsidiaries, taken as a whole.

13. Amendment of the Plan and Awards.

13.1 Amendment of Plan. The Board at any time, and from time to time, may amend or terminate the Plan. However, except as provided in Section 11 relating to adjustments upon changes in Common Stock, and Section 13.3 and Section 14.14, no amendment will be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary to satisfy any Applicable Laws. At the time of such amendment, the Board shall determine, upon advice from counsel, whether such amendment will be contingent on stockholder approval.

13.2 Stockholder Approval. The Board may, in its sole discretion, submit any amendment to the Plan or any Award for stockholder approval. Further, the Board or Committee may make the payment of any Award contingent upon stockholder approval.

13.3 No Impairment of Rights. Rights under any Award granted before amendment of the Plan will not be impaired by any amendment of the Plan unless (a) the Company requests the consent of the Participant and the Participant consents in writing, or (b) the Award was granted subject to the terms of the amendment.

14. General Provisions.

14.1 Forfeiture Events. The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events, in addition to applicable vesting conditions of an Award. Such events may include, without limitation, breach of non-competition, non-solicitation, confidentiality, or other restrictive covenants that are contained in the Award Agreement or otherwise applicable to the Participant, a termination of the Participant’s Continuous Service for Cause, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Subsidiaries.

14.2 Clawback. Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

14.3 Other Compensation Arrangements. Nothing contained in this Plan will prevent the Board or Committee from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

14.4 Sub-plans. The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying blue sky, securities, tax or other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans will contain such limitations and other terms and conditions as the Committee determines are necessary or desirable. All sub-plans will be deemed a part of the Plan, but each sub-plan will apply only to the Participants in the jurisdiction for which the sub-plan was designed.

14.5 Deferral of Awards. The Committee may establish one or more programs under the Plan to permit selected Participants the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Participant to payment or receipt of shares of Common Stock or other consideration under an Award. The Committee may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the Committee deems advisable for the administration of any such deferral program.

14.6 Unfunded Plan. The Plan will be unfunded. Neither the Company, the Board nor the Committee will be required to establish any special or separate fund or to segregate any assets to assure the performance of its obligations under the Plan.

14.7 Recapitalizations. Each Award Agreement will contain provisions required to reflect the provisions of Section 11.

14.8 Delivery. Subject to Section 8, upon exercise of an Option granted under this Plan, the Company shall issue Common Stock or pay any amounts due within a reasonable period of time thereafter. A period of 30 days will be considered a reasonable period of time.

14.9 No Fractional Shares. No fractional shares of Common Stock will be issued or delivered pursuant to the Plan. The Board or Committee shall determine whether cash, additional Awards or other securities or property will be issued or paid in lieu of fractional shares of Common Stock or whether any fractional shares should be rounded down, forfeited, or otherwise eliminated.

14.10 Other Provisions. The Award Agreements authorized under the Plan may contain such other provisions not inconsistent with this Plan, including, without limitation, restrictions upon the exercise of the Awards, as the Committee may deem advisable.

14.11 Section 409A. The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan will be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the short-term deferral period described in Treasury Regulation Section 1.409A-1(b)(4) will not be treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following the Participant’s termination of Continuous Service will instead be paid on the first payroll date after the six-month anniversary of the Participant’s separation from service (or the Participant’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Participant under Section 409A of the Code and neither the Company nor the Committee will have any liability to any Participant for such tax or penalty.

14.12 Disqualifying Dispositions. Any Participant who makes a “disposition” (as defined in Section 424 of the Code) of all or any portion of shares of Common Stock acquired upon exercise of an Incentive Stock Option within two years from the Grant Date of such Incentive Stock Option or within one year after the issuance of the shares of Common Stock acquired upon exercise of such Incentive Stock Option will be required to immediately advise the Company in writing as to the occurrence of the sale and the price realized upon the sale of such shares of Common Stock.

14.13 Section 16. It is the intent of the Company that the Plan satisfy, and be interpreted in a manner that satisfies, the applicable requirements of Rule 16b-3 as promulgated under Section 16 of the Exchange Act so that Participants will be entitled to the benefit of Rule 16b-3, or any other rule promulgated under Section 16 of the Exchange Act, and will not be subject to short-swing liability under Section 16 of the Exchange Act. Accordingly, if the operation of any provision of the Plan would conflict with the intent expressed in this Section 14.13, such provision to the extent possible will be interpreted and/or deemed amended so as to avoid such conflict.

14.14 Expenses. The costs of administering the Plan will be paid by the Company.

14.15 Severability. If any of the provisions of the Plan or any Award Agreement is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision will be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions will not be affected thereby.

14.16 Plan Headings. The headings in the Plan are for purposes of convenience only and are not intended to define or limit the construction of the provisions hereof.

14.17 Non-Uniform Treatment. The determinations of the Board or Committee under the Plan need not be uniform and may be made selectively among persons who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Board and Committee will be entitled to make non-uniform and selective determinations, amendments and adjustments, and to enter into non-uniform and selective Award Agreements.

15. Effective Date of Plan; Amendment and Restatement; Freeze.

The Plan originally became effective as of the Effective Date. The Plan is amended and restated as of immediately prior to the Effective Time (as defined in the Merger Agreement) of the merger of Canaria Transaction Corporation within and into Serina in accordance with that certain Agreement and Plan of Merger and Reorganization, entered into as of August 29, 2023, by and among AgeX Therapeutics, Inc., Canaria Transaction Corporation, and Serina (the “Merger Agreement”), and, thereafter, the Plan will be frozen and no additional Awards will be made under the Plan.

16. Termination or Suspension of the Plan.

The Plan will terminate automatically on January 16, 2027, which is ten years from the date the Plan was approved by the Company’s stockholders. No Award will be granted pursuant to the Plan after such date, but Awards theretofore granted may extend beyond that date.

17. Effect of Dissolution, Merger or Other Reorganization.

Upon the dissolution or liquidation of Serina, or upon a reorganization, merger or consolidation of Serina as a result of which the outstanding Common Stock or other securities of the class then subject to Awards are changed into or exchanged for cash or property or securities not of Serina’s issue, or upon a sale of substantially all the property of Serina to, or the acquisition of more than eighty percent (80%) of the Voting Securities of Serina then outstanding by, another corporation or person, this Plan will terminate, and all unexercised Awards theretofore granted hereunder will terminate, unless provision can be made in writing in connection with such transaction for the continuance of the Plan and/or for the assumption of Awards theretofore granted, or the substitution for Awards options or other rights covering the shares of a successor corporation, or a parent or a subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, in which event the Plan and Awards theretofore granted will continue in the manner and under the terms so provided, subject to such adjustments. The grant of an Award pursuant to the Plan will not affect in any way the right or power of Serina or any Subsidiary or parent corporation to make adjustments, reclassifications, reorganizations or changes or its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

18. Choice of Law.

The law of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of law rules.

Adopted by the board of directors of Serina Therapeutics, Inc. on January 3, 2017.

Approved by the stockholders of Serina Therapeutics, Inc. on January 16, 2017.

Amendment and restatement adopted and approved by the board of directors of Serina Therapeutics, Inc. as of immediately prior to the Effective Time (as defined in the Merger Agreement).

Exhibit 10.8

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into effective as of_________, 20XX (the “Grant Date”), by and between Serina Therapeutics, Inc., a Delaware corporation (the “Company”), and _________ (“Participant”), an Employee, Consultant, or Director (as such terms are defined in the Plan) of the Company or of a subsidiary of the Company (hereinafter included within the term “Company”) within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”).

W I T N E S S E T H

WHEREAS, the Company has adopted the Serina Therapeutics, Inc. 2024 Equity Incentive Plan, as may be amended or restated from time to time (the “Plan”), administered by the Company’s Board of Directors (the “Board”) or, in the discretion of the Board, by a committee (the “Committee”), providing for the granting to its employees or other individuals, stock options to purchase shares of the Company’s Common Stock, par value $0.0001 per share; and

WHEREAS, the Participant is an Employee, Consultant, or Director (as such terms are defined in the Plan) who is in a position to make an important contribution to the long-term performance of the Company;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Grant. The Company hereby grants to the Participant a Non-qualified Stock Option (the “Option”) to purchase _________ shares of the Company’s Common Stock, par value $0.0001 per share (the “Shares”), at the price set forth in Section 2, on the terms and conditions hereinafter stated and subject to any limitations contained in the Plan. The grant of the Option is made in consideration of the services to be rendered by the Participant to the Company and is subject to the terms and conditions of the Plan.

2. Exercise Price. The purchase price per Share is $_________ (the “Option Exercise Price”), which is 100% of the Fair Market Value of a Share subject to the Option on the Grant Date as determined in accordance with the Plan.

3. Vesting. Unless otherwise terminated as provided by this Agreement, this Option will vest (and thereby become exercisable) in accordance with the vesting schedule set forth below. The unvested portion of the Option is not exercisable.

4. Expiration. The Option will expire on the earlier of (a) ten years from the Grant Date, or (b) the date on which the Option ceases to be exercisable pursuant to Section 6 or Section 7.

5. Adjustments in Shares and Purchase Price.

(a) In the event of changes in the outstanding Common Stock or in the capital structure of the Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the Grant Date of this Option, the Option Exercise Price and the number of Shares subject to this Option will be equitably adjusted or substituted, as to the number, price, or kind of a share of securities or other consideration to the extent necessary to preserve the economic intent of such Award, as determined by the Board or the Committee, and consistent with the requirements under the Plan and Code.

(b) Upon the dissolution or liquidation of the Company, or upon a reorganization, merger, or consolidation of the Company as a result of which the outstanding securities of the class then subject to the Option hereunder are changed into or exchanged for cash or property or securities not of the Company’s issue, or upon a sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then-outstanding by, another corporation or person, this Option will terminate, unless provision is made in writing in connection with such transaction for the assumption of Options theretofore granted under the Plan, or the substitution of such Options by any stock options covering the stock of a successor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, in which event this Option will continue in the manner and under the terms so provided.

(c) To the extent that the foregoing adjustments relate to stock or securities of the Company or the Option Exercise Price, such adjustments will be made by the Board or Committee, whose determination in that respect will be final, binding, and conclusive.

(d) The grant of this Option will not affect in any way the right of power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

6. Effect of Termination of Continuous Service. In the event of termination of the Participant’s Continuous Service for any reason other than his or her death or Disability or Cause, this Option may not be exercised after the date three months following the date of termination of the Participant’s Continuous Service and may be exercisable only up to the amount vested on the date of termination. If the event of termination of the Participant’s Continuous Service for Cause, the Option (whether vested or unvested) shall immediately terminate and cease to be exercisable.

7. Effect of Death or Disability. This Option will be exercisable during the Participant’s lifetime only by the Participant and will be nontransferable by the Participant otherwise than by will or the laws of descent and distribution.

(a) In the event the Participant’s Continuous Service terminates on account of the Participant’s Disability, this Option may not be exercised after the earlier of (i) the date 12 months following such termination, and (ii) the expiration of the term of this Option, and this Option will be exercisable only up to the amount vested under Section 3 on the date of Disability.

(b) In the event the Participant’s Continuous Service terminates due to Participant’s death, or if Participant dies during the three-month period following termination of Participant’s Continuous Service during which the Participant is permitted to exercise this Option pursuant to Section 6, this Option may be exercised by the executor or administrator of the Participant’s estate or any person who has acquired the Option from the Participant by his or her will or the applicable law of descent and distribution, during a period ending on the earlier of (i) 12 months following the date of death, and (ii) the expiration of the term of this Option, with respect to the number of Shares for which the deceased Participant would have been entitled to exercise at the time of his or her death, including the number of Shares that vested upon his or her death under Section 3, subject to adjustment under Section 5. Any such transferee exercising this Option must furnish the Company upon request of the Committee (i) written notice of his or her status as transferee, (ii) evidence satisfactory to the Company to establish the validity of the transfer of the Option in compliance with any laws of regulations pertaining to said transfer, and (iii) written acceptance of the terms and conditions of the Option as prescribed in this Agreement.

8. How to Exercise Option. This Option may be exercised by the person then-entitled to do so as to any Share that may then be purchased by giving written notice of exercise to the Company, specifying the number of full Shares to be purchased and accompanied by full payment of the purchase price thereof and the amount of any income tax the Company is required by law to withhold by reason of such exercise. The Board or Committee may require that the exercise by made on a form acceptable to the Board or Committee including such terms as the Board or Committee deem appropriate. The Option Exercise Price of Shares acquired pursuant to an Option will be paid, to the extent permitted by applicable statutes and regulations, either (a) in cash or by certified or bank check at the time the Option is exercised or (b) by delivery to the Company of other Shares, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Option Exercise Price (or portion thereof) due for the number of shares being acquired; (c) a “cashless” exercise program established with a broker pursuant to which the broker exercises or arranges for the coordination of the exercise of the Option with the sale of some or all of the underlying Shares; (d) any combination of the foregoing methods; or (e) in any other form of consideration that is legal consideration for the issuance of Shares and that is acceptable to the Board or Committee. The Option Exercise Price for the Shares acquired pursuant to an Option that is paid by delivery to the Company of other Shares acquired, directly or indirectly from the Company, will be paid only by Shares that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Company has any security registered under Section 12 of the Exchange Act or is required to file reports under Section 15(d) of the Exchange Act, or has filed a registration statement that has not yet become effective under the Securities Act, and that it has not withdrawn, if the Participant is a director or officer of the Company, any exercise that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Company, directly or indirectly, in violation of Section 402(a) of the Sarbanes-Oxley Act of 2002 is prohibited.

9. No Rights as a Shareholder Prior to Exercise. Neither the Participant nor any person claiming under or through the Participant will be or have any of the rights or privileges of a shareholder of the Company in respect of any of the Shares issuable upon the exercise of the Option until the date of receipt of payment (including any amounts required by income tax withholding requirements) by the Company. The Participant shall not have any rights as a shareholder with respect to any shares of Common Stock subject to the Option unless and until certificates representing the shares have been issued by the Company to the holder of such shares, or the shares have otherwise been recorded on the books of the Company or of a duly authorized transfer agent as owned by such holder.

10. Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company at its principal executive office, or at such other address as the Company may hereafter designate in writing. Any notice to be given to the Participant shall be addressed to the Participant as the address set forth beneath his or her signature hereto, or at any such other address as the Participant may hereafter designate in writing. Any such notice will be deemed to have been duly given three (3) days after being addressed as aforesaid and deposited in the United States mail, first class postage prepaid.

11. Restrictions on Transfer. Except as otherwise provided herein, the Option herein granted and the rights and privileges conferred hereby may not be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise) and may not be subject to sale under execution attachment or similar process upon the rights and privileges conferred hereby. Any transfer, assignment, pledge, or other disposal of said Option, or of any right or privilege conferred hereby, contrary to the provisions hereof, or any sale under any execution, attachment, or similar process upon the rights and privileges conferred hereby will immediately be null and void and will not vest in any purported assignee or transferee any rights or privileges of the optionee, under this Agreement or otherwise with respect to such Option. Notwithstanding the preceding two sentences, in conjunction with the exercise of an Option, and for the purpose of obtaining financing for such exercise, the Option holder may arrange for a securities broker/dealer to exercise an Option on the Option holder’s behalf, to the extent necessary to obtain funds required to pay the Option Exercise Price.

12. Successor and Assigns. Subject to the limitations on transferability contained herein, this Agreement is binding upon and inure to the benefit of the heirs, legal representatives, successors, and assigns of the parties hereto.

13. Additional Restrictions. The rights awarded hereby are subject to the requirement that, if at any time the Board or the Committee determines, in its discretion, that the listing, registration, or qualification of the Shares subject to such rights upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such rights or the issuance or purchase of Shares in connection with the exercise of such rights, then such rights may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval has been affected or obtained free of any conditions not acceptable to the Board or the Committee. Furthermore, if the Board or the Committee determines that amendment to any Option (including but not limited to the increase in the Option Exercise Price) is necessary or desirable in connection with the registration or qualification of any Shares or other securities under the securities or “blue sky” laws of any state, then the Board or the Committee will have the unilateral right to make such changes without the consent of the Participant.

14. Terms of Continuous Service. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position as an Employee, Consultant, or Director, or otherwise. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Participant’s Continuous Service at any time, with or without cause. The Participant agrees to notify in writing the corporate secretary of the Company of the Participant’s intention, if any, to terminate Participant’s Continuous Service for the Company within ten days after said intention is formed.

15. Payment of Taxes. Whenever Shares are to be issued to the Participant in satisfaction of the rights conferred hereby, the Company will have the right to require the Participant to remit to the Company an amount sufficient to satisfy federal, state, and local withholding tax requirements prior to the delivery of any certificate or certificates for such Shares. At its option, the Company may withhold shares of Common Stock from the shares otherwise issuable to the Participant as a result of the exercise of the Option or, if permitted by the Company, the Participant may deliver to the Company previously owned and unencumbered shares of Common Stock. The Company has the right to withhold from any compensation paid to a Participant.

16. Terms and Conditions of Plan. This Agreement is subject to, and the Company and the Participant agree to be bound by, all of the terms and conditions of the Plan, as the same is amended from time to time in accordance with the terms thereof, provided that no such amendment will deprive the Participant, without his or her consent, of any of his or her rights hereunder, except as otherwise provided in this Agreement or in the Plan. The Shares acquired hereunder may also be subject to restrictions on transfer and/or rights of repurchase that may be contained in the bylaws of the Company or in separate agreements with Participant. The Board or the Committee will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Board or the Committee in good faith will be final and binding upon Participant, the Company, and all other interested persons. No member of the Board or the Committee will be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement. Capitalized terms not otherwise defined in this Agreement have the meanings ascribed to such terms in the Plan.

17. Severability. In the event that any provision in this Agreement is invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on the remaining provisions of this Agreement.

18. Governing Law. This Agreement is governed by and construed under the laws of the state of Delaware, without regard to conflicts of law provisions.

19. Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled, or terminated by the Company at any time, in its discretion. The grant of the Option in this Agreement does not create any contractual right or other right to receive any Options or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s Continuous Service with the Company.

20. Amendment. The Board and Committee have the right to amend, alter, suspend, discontinue, or cancel the Option, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s consent.

21. No Impact on Other Benefits. The value of the Participant’s Option is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit, except as otherwise provided under the terms of the applicable employee benefit plan.

22. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

23. Acceptance. The Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the underlying shares and that the Participant should consult a tax advisor prior to such exercise or disposition.

[Signature Page Follows]

IN WITNESS HEREOF, the parties hereto have executed this Agreement, as of the day and year first above written.

Exhibit 21.1

LIST OF SUBSIDIARIES

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Current Report on Form 8-K of Serina Therapeutics, Inc. of our report dated March 21, 2024, with respect to our audits of Serina Therapeutics (AL), Inc.’s (f/k/a Serina Therapeutics, Inc.) financial statements as of and for the years ended December 31, 2023 and 2022, which is contained in such Current Report.

/s/ Frazier & Deeter, LLC

Tampa, Florida

April 1, 2024

Exhibit 99.1

Serina Therapeutics Announces Completion of Merger with AgeX Therapeutics

HUNTSVILLE, March 26, 2024 (GlobeNewswire) – Serina Therapeutics (NYSE American: SER), a clinical-stage biotechnology company developing a pipeline of therapies for the treatment of Parkinson’s Disease and other neurological diseases, today announced the closing of its previously announced merger with a wholly-owned subsidiary of AgeX Therapeutics, Inc. The combined company will operate under the name Serina Therapeutics and will trade on the NYSE American market under the ticker symbol “SER” effective with the open of business on Wednesday, March 27, 2024. The new CUSIP number for the combined company following the merger is 81751A108.

Serina Board Chair J. Milton Harris, Ph.D., stated, “This merger is the culmination of years of work on the part of the Serina team and enables us to move our lead polyoxazoline-drug conjugate into clinical trials. We will endeavor to advance additional clinical candidates, further develop our LNP and ADC platforms, and look forward to presenting the Serina opportunity to a new investor audience.”

Serina will focus on the advancement of its lead drug candidate, SER-252 (POZ-apomorphine) for the treatment of advanced Parkinson’s Disease through pre-clinical studies towards the goal of an investigational new drug submission or “IND” to the Food and Drug Administration for the initiation of a Phase I clinical trial during the fourth quarter of 2024.

The management team of the combined company is led by Steven Ledger as Interim Chief Executive Officer. Following the reverse stock split and closing of the merger, there will be approximately 10.1 million shares of the combined company’s common stock outstanding on a fully-diluted basis, excluding warrants, with prior Serina shareholders owning approximately 75% and prior AgeX shareholders owning approximately 25%.

Bradley Arant Boult Cummings LLP provided legal counsel to Serina. Gibson, Dunn & Crutcher LLP provided legal counsel to AgeX.

About Serina Therapeutics

Serina is a clinical-stage biotechnology company developing a pipeline of wholly-owned drug product candidates to treat neurological diseases and pain. Serina’s POZ PlatformTM delivery technology is engineered to provide greater control in drug loading and more precision in the rate of release of attached drugs, enabling the potential of certain challenging small molecules, while addressing the limitations of polyethylene glycol (“PEG”) and other biocompatible polymers. Serina’s POZ PlatformTM partners are at the forefront in advancing LNP delivery technology to develop novel RNA therapeutics.

Serina’s lead candidate, SER-252 (POZ-apomorphine), has entered IND-enabling preclinical studies that were initiated in August 2023 and are anticipated to be completed in the fourth quarter of 2024. Serina intends to advance SER 252 into Phase I clinical trials in 2025 for patients with advanced Parkinson’s disease. Serina is headquartered in Huntsville, Alabama on the campus of the HudsonAlpha Institute of Biotechnology.

About the Pipeline of Product Candidates

Serina’s business is largely focused on the development of a wholly-owned pipeline of POZ-enabled drug candidates for central nervous system (CNS) indications, including Parkinson’s disease, epilepsy, and pain. A key element of Serina’s strategy is to use and expand its POZ Platform drug delivery technology to build a pipeline of product candidates and progress these product candidates through preclinical and clinical development for the treatment of various diseases.

About SER-252 (POZ-apomorphine)

SER 252 (POZ-apomorphine) is a POZ conjugate of the potent dopamine agonist apomorphine being developed for the treatment of Parkinson’s disease and is in preclinical development. SER 252 is designed to provide continuous dopaminergic stimulation (CDS) via a subcutaneous injection delivered one to two times per week. The treatment of advanced Parkinson’s disease relies on multiple therapies, including levodopa (L-DOPA), compounds that inhibit the breakdown of L-DOPA in the brain (catechol-O-methyl transferase, or COMT; for example, opicopone), dopamine agonists (transdermal rotigotine; for example, NeuproTM) and others. L-DOPA in escalating doses is the mainstay of therapy for advanced Parkinson’s Disease but is also the proximate cause of levodopa-induced dyskinesias (LIDS), one of the most troubling complications of prolonged high dose L-DOPA therapy. Approximately 90% of Parkinson’s disease patients who use L-DOPA for ten years will develop irreversible LIDS. An infusion therapy known as Apo-go (apomorphine) is available in the European Union, or EU, but is not yet available in the United States. Apo-go must be administered as a 12–16-hour continuous infusion through an electronic pump and a standard insulin infusion set. While effective in reducing daily “OFF” time, and simultaneously increasing daily “ON” time without troublesome dyskinesia, its use frequently requires a healthcare provider to connect the device and infusion set each day and remove it at night. “OFF” time refers to the time period the patient is unable to perform routine daily activities. “ON” time refers to those periods where the patient is able to perform routine daily activities. Apo-go administration is accompanied by significant skin reactions in approximately 40% of patients, often leading to permanent scarring (nodules) on the abdomen. Serina’s preclinical studies in monkeys suggest SER 252 may be administered as a single subcutaneous injection twice a week, provides continuous delivery of apomorphine and has no skin liabilities. Its use is designed to be administered in the convenience of the patient’s home without the need for a healthcare provider. Serina believes that SER 252 may allow some patients to titrate completely off L-DOPA, thus simultaneously addressing the LIDS that is associated with its prolonged use.

In early 2018, Serina initiated work on developing a polymer conjugate of apomorphine that could be delivered as a subcutaneous injection that is devoid of any skin reactions. The first step was attachment of apomorphine to the polymer. The chemistry of attachment and controlled release required attachment of ester-linked groups to both of the hydroxyl groups in apomorphine; one ester linkage attaches the apomorphine to the polymer backbone (linking group) and the other ester linkage caps the second hydroxyl (capping group). In the course of these studies, Serina discovered that the rate-limiting step in the release of apomorphine from the polymer was the release of the “capping linker.” After three and a half years of dedicated efforts to control the release kinetics of apomorphine, Serina identified SER 252 as the IND candidate. Importantly, SER 252 provides linear dose kinetics when administered in preclinical multi-dose studies in monkeys.

Although studies in humans are required for confirmation, Serina conducted a simulation of human PK based on the results from its preclinical studies in monkeys. The PK parameters of SER 252 in monkeys were modeled with a standard one-compartment fit of the data with V/F (volume of distribution) derived from imputed data from NeuroDerm, Ltd. published human PK on ND0701, an apomorphine product being developed by NeuroDerm; the V/F was 13 L/kg. The simulation demonstrated that doses from 0.25 mg eq Apo/kg to 1 mg eq Apo/kg would cover the PK profile of Apo-go and provide a range of doses that Serina intends to evaluate in early studies in humans.

About the POZ PlatformTM

Serina’s proprietary POZ technology is based on a synthetic, water soluble, low viscosity polymer called poly(2-oxazoline). Serina’s POZ technology is engineered to provide greater control in drug loading and more precision in the rate of release of attached drugs delivered via subcutaneous injection. The therapeutic agents in Serina’s product candidates are typically well-understood and marketed drugs that are effective but are limited by pharmacokinetic profiles that can include toxicity, side effects and short half-life. Serina believes that by using POZ technology, drugs with narrow therapeutic windows can be designed to maintain more desirable and stable levels in the blood.

Serina’s POZ platform delivery technology has potential for use across a broad range of payloads and indications. Serina intends to advance additional applications of the POZ platform via out-licensing, co-development, or other partnership arrangements, including the non-exclusive license agreement with Pfizer, Inc. to use Serina’s POZ polymer technology for use in lipid nanoparticle drug (LNP) delivery formulations.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this communication regarding matters that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These include statements regarding the anticipated effects of the merger and related timing, the combined company’s planned preclinical and clinical programs, including planned clinical trials, the potential of the combined company’s product candidates, the expected trading of the combined company’s stock on the NYSE American under the ticker symbol “SER,” management of the combined company and other statements regarding management’s intentions, plans, beliefs, expectations or forecasts for the future. All forward-looking statements are based on assumptions or judgments about future events and economic conditions that may or may not be correct or necessarily take place and that are by their nature subject to significant risks, uncertainties and contingencies. You are cautioned not to place undue reliance on these forward-looking statements. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Statements that contain words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and similar expressions to identify these forward-looking statements are intended to be covered by the safe-harbor provisions of the PSLRA.

There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. The merger could cause additional risks, including risks associated with conducting clinical trials of Serina product candidates and obtaining Food and Drug Administration or other regulatory approvals to market product candidates, including risks with respect to the timing of initiation of Serina’s planned clinical trials, the timing of the availability of data or other results from clinical trials, and the timing of any planned investigational new drug application or new drug application; risks associated with the combined company’s ability to identify additional products or product candidates with significant commercial potential; risks associated with the combined company’s ability to protect its intellectual property position; product liability risks; the risk that the cash balance of the combined company following the closing of the merger will be lower than expected or reduced; the risk that the combined company’s anticipated sources and related timing of financing following the closing of the merger will not provide proceeds necessary to fund the operations of the combined company for as long as anticipated; risks associated with the combined company’s estimates regarding future revenue, expenses, capital requirements, and need for additional financing following the merger; risks associated with the ability of the combined company to remain listed on the NYSE American; the risk that products may not be successfully commercialized or that the combined company might not otherwise be able to generate sufficient revenues to operate at a profit; potential adverse changes to business or employee relationships, including those resulting from the announcement or completion of the merger; the ability of Serina to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers; risks associated with the combined company’s ability to successfully collaborate with Serina’s existing collaborators or enter into new collaborations, or to fulfill its obligations under any such collaboration agreements; risks associated with the combined company’s commercialization, marketing and manufacturing capabilities and strategy; risks associated with competition and developments in the industry in which the combined company will operate; the impact of world health events, including the COVID-19 pandemic and any related economic downturn; the risk of changes in governmental regulations or enforcement practices; and the combined company’s ability to meet guidance, market expectations, and internal projections. The effects of many of such factors are difficult to predict and may be beyond the combined company’s control.

New factors emerge from time to time, and it is not possible for us to predict all such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. These risks, as well as other risks associated with the merger, are more fully discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2023, in the proxy statement/prospectus/information statement that is included in the registration statement on Form S-4 (File No. 333-275536) that was filed with the SEC and the company’s periodic reports and other documents filed from time to time with the SEC. Forward-looking statements included in this release are based on information available to Serina as of the date of this release. The company does not undertake any obligation to update such forward-looking statements to reflect events or circumstances after the date of this release, except to the extent required by law.

Investor Contact

Steven Ledger

Interim Chief Executive Officer

(256) 327-9630

investor.relations@serinatherapeutics.com

Exhibit 99.2

SERINA THERAPEUTICS, INC.

FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Serina Therapeutics, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Serina Therapeutics, Inc. (the “Company”) as of December 31, 2023 and 2022, and the related statements of operations, redeemable convertible preferred stock and stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has losses from operations, negative operating cash flows, accumulated deficit, and additional capital needs. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and auditing standards generally accepted in the United States of America (GAAS). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2021.

Tampa, Florida

March 21, 2024

SERINA THERAPEUTICS, INC.

BALANCE SHEETS

DECEMBER 31, 2023 AND 2022

The accompanying notes are an integral part of these financial statements.

SERINA THERAPEUTICS, INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED

The accompanying notes are an integral part of these financial statements.

SERINA THERAPEUTICS, INC.

STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

The accompanying notes are an integral part of these financial statements.

SERINA THERAPEUTICS, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

The accompanying notes are an integral part of these financial statements.

SERINA THERAPEUTICS, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

The accompanying notes are an integral part of these financial statements.

SERINA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

Note 1 - Summary of Significant Accounting Policies

Nature of Business

Serina Therapeutics, Inc. (the “Company” or “Serina”) is a privately-held clinical-stage biotechnology company developing a pipeline of wholly owned drug product candidates to treat neurological diseases and pain. Serina’s POZ drug delivery technology is designed to enable certain existing drugs and novel drug candidates to be modified in a way that may provide an increase in efficacy and safety of the resulting polymeric drug conjugate. Serina’s proprietary POZ technology is based on a synthetic, water soluble, low viscosity polymer called poly(2-oxazoline). Serina’s POZ technology is engineered to provide greater control in drug loading and more precision in the rate of release of attached drugs delivered via subcutaneous injection. Serina is headquartered in Huntsville, Alabama.

Basis of Accounting

The accompanying financial statements reflect the operations of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Plan of Merger

As described in Note 17, on August 29, 2023, the Company entered into the Agreement and Plan of Merger and Reorganization with AgeX Therapeutics, Inc. and Canaria Transaction Corporation (the “Plan of Merger”). Pursuant to the Plan of Merger, AgeX Therapeutics, Inc. will merge with and into the Company, Canaria Transaction Corporation will cease to exists, and the Company will become a direct, wholly owned subsidiary of AgeX Therapeutics, Inc. (“AgeX”). Subject to the Plan of Merger, at the effective time of the Merger, AgeX will issue shares of its common stock to the Company’s former shareholders, representing approximately 75% of fully diluted ownership of the combined company. Accordingly, the Plan of Merger is anticipated to be accounted for as a reverse acquisition, with the Company treated as the acquirer for financial accounting purposes.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Liquidity

The Company recognized net income of approximately $5,300,000 for the year ended December 31, 2023. The Company used approximately $2,400,000 in net cash from operating activities for the year ended December 31, 2023 and has historically incurred losses from operations and expects to continue to generate negative cash flows as the Company implements its business plan.

The Company had cash on hand of approximately $6,900,000 as of February 29, 2024. As discussed in Note 15, during the year ended December 31, 2023, the Company raised $10,100,000 of additional capital. Additionally, the Company received an upfront payment of $3,000,000 from a licensing agreement in November 2023 as described in Note 2. Management believes that the cash on hand, along with the approximately $15 million of cash proceeds expected to be received from Juvenescence through the exercise of all the post-merger warrants it holds pursuant to the terms of the Side Letter if the Merger is consummated, will fund operations through calendar year 2025 based on the current plan. Management has based this estimate on assumptions that may prove to be wrong, and available capital resources could be exhausted sooner than expected. As such, there is substantial doubt about the Company’s ability to continue as a going concern.

SERINA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, technical risks associated with the successful research, development and manufacturing of therapeutic candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and the ability to secure additional capital to fund operations. Therapeutic candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts will require significant amounts of additional capital, adequate personnel, and infrastructure. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. The Company largely relies on raising capital from equity investors for funding its operations. Some funding is obtained through licensing agreements or other arrangements with commercial entities.

As a result of recurring losses from operations and recurring negative cash flows from operations, there is substantial doubt regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively. If sufficient capital is not available, the Company would be required to delay, limit, reduce, or terminate its product development or future commercialization efforts or grant rights to develop and market therapeutic candidates to other entities. There can be no assurance that the Company will be able to raise additional funds or that the terms and conditions of any future financings will be workable or acceptable to the Company or its shareholders. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Cash and Cash Equivalents

Cash and cash equivalents includes funds held in readily available checking and money market type accounts.

Contract Liabilities

Contract liabilities include billings in excess of revenue recognized. Contract liabilities are classified as current based on the Company’s contract operating cycle and reported on a contract-by-contract basis, net of revenue recognized, at the end of each reporting period.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed as incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in the statements of operations. Depreciation of property and equipment is provided utilizing the straight-line method over the range of lives used of the respective assets, which is 3 - 10 years.

Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. No impairment loss was recognized during the years ended December 31, 2023 and 2022, respectively.

Revenue Recognition

The Company recognizes revenue under a grant contract with a commercial entity under federal funding in accordance with ASC 606, Revenue from Contracts with Customers. Under the commercial grant, the Company received substantially all funding upon award of the grant, and recognizes revenue as eligible expenses under the grant are incurred. The Company has concluded that it is a principal in the grant contract and, accordingly, recognizes revenue in the gross amount of consideration to which it is entitled from the agency in exchange for the services provided.

The Company also recognizes revenue under licensing agreements with commercial entities in accordance with ASC 606, Revenue from Contracts with Customers. Under revenue sharing licensing agreements, the Company receives reimbursement for eligible costs as well as payments upon the achievement of certain milestones as defined by the contract. These licensing agreements provide for the Company to receive a certain percentage of revenue from sales of their product.

The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collection is probable.

Each contract is assessed at inception to determine whether it should be combined with other contracts. When making this determination, factors such as whether two or more contracts were negotiated or executed at or near the same time or were negotiated with an overall profit objective. If combined, the Company treats the combined contracts as a single contract for revenue recognition purposes.

SERINA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The services in the contracts are typically not distinct from one another due to the requirements to perform under the contract. Accordingly, the contracts are typically accounted for as one performance obligation.

The Company determines the transaction price for each contract based on the consideration expected to be received for the services being provided under the contract. For contracts where a portion of the price may vary, the Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company analyzes the risk of a significant reversal and if necessary, constrains the amount of variable consideration recognized in order to mitigate the risk. At inception of a contract, the transaction price is estimated based on current rights and do not contemplate future modifications (including unexercised options) or follow-on contracts until they become legally enforceable. Depending on the nature of the modification, the Company considers whether to account for the modification as an adjustment to the existing contract or as a separate contract.

For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation based on the estimated standalone selling price of the service underlying each performance obligation. Revenue is recognized as performance obligations are satisfied and the customer obtains control of the service.

For performance obligations in which control does not continuously transfer to the customer, revenue is recognized at the point in time that each performance obligation is fully satisfied.

Milestone payments are recognized as licensing revenue upon the achievement of specified milestones if (i) the milestone is substantive in nature and the achievement of the milestone was not probable at the inception of the agreement; and (ii) the Company has a right to payment. Any milestone payments received prior to satisfying these revenue recognition criteria are recorded as deferred revenue.

Various economic factors affect revenues and cash flows. Services are primarily provided under grants from U.S. Government agencies and a licensing agreement with a commercial entity, with amounts invoiced quarterly or upon the achievement of a milestone and typically being collected within one month.

Research and Development

Research and development costs are expensed as they are incurred and include compensation for scientists, support personnel, outside contracted services, and material costs associated with product development. The Company continually evaluates new product opportunities and engages in intensive research and product development efforts. Research and development expenses include both direct costs tied to a specific contract or grant, and indirect costs.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and accounts receivable. The Company maintains cash and cash equivalents in accounts with high quality, federally insured financial institutions. At times, the balances in these accounts may be in excess of federally insured limits, including the Federal Deposit Insurance Corporation (FDIC) and the Securities Investor Protection Corporation (SIPC). At December 31, 2023 and 2022, cash and cash equivalents in excess of FDIC limits was $0 and $282,000, respectively. At December 31, 2023 and 2022, cash and cash equivalents in excess of SIPC limits was $7,300,000 and $0, respectively.

For the year ended December 31, 2023, 95% of the Company’s revenue was related to a single contract with a customer. For the year ended December 31, 2022, 85% of the Company’s revenue was related to a single contract (with a different customer than for the year ended December 31, 2023).

Fair Value of Financial Instruments

The Company has adopted ASC Topic 820 for certain financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value.

SERINA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).

The three levels of inputs that may be used to measure fair value are as follows:

The Company has elected to measure the convertible promissory notes at fair value on a recurring basis.

Redeemable Convertible Preferred Stock

The Company recorded redeemable convertible preferred stock at fair value upon issuance, net of any issuance costs. The Company classified stock that was redeemable in circumstances outside of the Company’s control outside of permanent equity.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of loss carryovers and depreciation differences for financial and income tax reporting. Deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled.

The Company only recognizes tax benefits from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statement from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. To date, the Company has not recognized such tax benefits in its financial statements.

Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”) of common stock is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.

Diluted EPS give effect to all dilutive potential common shares outstanding during the period using the treasury stock method for stock options and warrants and the if-converted method for redeemable, convertible preferred stock and convertible promissory notes. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.

Basic loss per common share is computed based on the weighted average number of shares outstanding during the period. Diluted loss per share is computed in a manner similar to the basic loss per share, except the weighted-average number of shares outstanding is increased to include all common shares, including those with the potential to be issued by virtue of convertible debt and other such convertible instruments. Diluted loss per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in nature with regards to earnings per share.

SERINA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment in the United States of America.

Note 2 - Contracts with Customers

Commercial Grant

The Company was performing under a commercial grant during the period August 2022 - December 2023.

All of the grant revenue is recognized over time using the input method as the Company performs under the contract because control of the work in process transfers continuously to the customer.

At December 31, 2023, the Company has substantially completed its obligation under a grant to continue its research and development related to the treatment of neurological disorders and stroke. There were no remaining contract liabilities at December 31, 2023 related to this grant.

Licensing Agreement

In October 2023, the Company entered into a non-exclusive license agreement with Pfizer, Inc. to use the Company’s POZ polymer technology for use in lipid nanoparticle drug delivery formulations. The agreement grants Pfizer non-exclusive rights to certain intellectual property, know-how, and proprietary technologies. Under the terms of the agreement, Pfizer is authorized to develop, manufacture, market, and commercialize products incorporating the licensed technology with respect to a specific POZ polymer structure in one field. The agreement outlines the protection and enforcement of intellectual property rights related to the licensed technology. Pfizer is obligated to use commercially reasonable diligent efforts to develop and commercialize licensed products, and to use such efforts to accomplish specified development and commercial objectives. The Company is not considered the principal under this licensing arrangement. The agreement includes a one-time upfront payment of $3,000,000 which was received in November 2023, milestone payments payable to the Company upon the achievement of specific development, regulatory, and commercial milestones, and a royalty on net sales of products incorporating the licensed technology in accordance with the terms outlined in the license agreement. In accordance with the Company’s revenue recognition policy as described in Note 1, the upfront payment was recognized upon execution of the contract as the performance obligation related to the payment was substantially satisfied. No other milestones or product sales have been achieved as of December 31, 2023.

Note 3 - Fair Value Measurements

The Company had the following liabilities measured at fair value on a recurring basis at December 31, 2023.

 Schedule of Liabilities Measured at Fair Value on Recurring Basis

The Company had the following liabilities measured at fair value on a recurring basis at December 31, 2022.

SERINA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

The following is a reconciliation of the beginning and ending balances for the convertible promissory note liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2023 and 2022:

 Schedule of Convertible Promissory Note Liabilities Measured at Fair Value on Recurring Basis

The following is a reconciliation of the beginning and ending balances for the warrant liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2023 and 2022:

 Schedule of Warrant Liability Measured at Fair Value on Recurring Basis

See Note 14 for further information regarding valuation of the warrant liability.

Note 4 - Contract Balances

The beginning and ending contract balances were as follows:

 Schedule of Contract Balances

Note 5 - Profit Sharing Plan

Serina has established a 401(k) profit sharing plan (the PSP) for all eligible employees of Serina. The PSP provides for eligible employee contributions subject to certain annual Internal Revenue Code limits. For participants who are age 50 or older during any calendar year, additional employee contributions are allowed under the PSP, subject to Internal Revenue Code limits.

Employer contributions, if any, may include matching contributions and profit sharing contributions, both of which are made on a discretionary basis and are subject to service and employment requirements. Employer matching contributions and employer profit sharing contributions vest based on a graded vesting schedule. Serina made no discretionary employer matching or employer profit sharing contributions for the years ended December 31, 2023 and 2022.

SERINA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

Note 6 - Common Stock

The holders of the common stock are entitled to one vote for each share of common stock on all matters that may be submitted to the holders of common stock of Serina. The holders of common stock shall vote together with the holders of Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock as a single class. Serina shall not plan a merger or conversion, sale or dispose of property, or dissolve the Company without the written consent or affirmative vote of the entire single class.

Note 7 - Redeemable Convertible Preferred Stock

Serina has authority to issue 10,000,000 shares of preferred stock with a par value of $0.01 per share. All outstanding preferred stock is redeemable upon a Deemed Liquidation Event and convertible and has been classified as temporary stockholders’ equity at December 31, 2023 and 2022, as the shares are redeemable for cash or other assets upon the occurrence of an event that is not solely within the control of the Company. As of December 31, 2023 and 2022, all outstanding preferred stock was not initially redeemable and was not considered probable of being redeemed upon consideration of the events that would constitute a Deemed Liquidation Event. As such, accrued dividends are not included in the redeemable convertible preferred stock balances.

Redeemable convertible preferred stock was as follows as of December 31, 2023:

Schedule of Redeemable Convertible Preferred Stock 

Redeemable convertible preferred stock was as follows as of December 31, 2022:

Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock all have the same rights, preferences, powers, privileges, restrictions, qualifications, and limitations.

Dividends

From and after the date of the issuance of any shares of Series A Preferred Stock, Series A-1 Preferred Stock, and Series A-2 Preferred Stock, they accrued dividends at the rate per annum of 6% of the original issue price until June 30, 2019. The dividends accrued from day to day, whether or not declared, compounded annually, were calculated on the basis of a 365-day year, and were cumulative. Effective June 30, 2019, Series A Preferred Stock, Series A-1 Preferred Stock, and Series A-2 Preferred Stock no longer accrued dividends. The holders of the Series A Preferred Stock, Series A-1 Preferred Stock, and Series A-2 Preferred Stock were entitled to receive dividends when and if declared by the Board of Directors. The Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock shall not accrue dividends. Dividends on Preferred Stock are in preference to and prior to any payment of any dividends on common stock. As of December 31, 2023 and 2022, $10,276,653 in Preferred Stock dividends have been accrued, but not declared. As such, these dividends are not currently an obligation of the Company and are not included in the redeemable convertible preferred stock balances.

SERINA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

Convertibility

Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock shall be convertible, at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder into common stock. The number of shares will be determined by dividing the original issue price by the conversion price of the Preferred Stock. The conversion price initially is the same as the issue price of the Preferred Stock, but may be adjusted based on certain events as provided in the amended Articles of Incorporation.

Liquidation Preference

In the event of Deemed Liquidation Event for Serina (described below), the holders of the various series of Preferred Stock are entitled to receive prior to, and in preference to, any distribution to the holders of common stock or any other class or series of stock ranking on liquidation junior to the series of Preferred Stock they hold, an amount equal to the original issue price plus any accrued dividends (excepting Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock) together with any other dividends declared that have not yet been paid. The preference order is noted above.

The following events will constitute a Deemed Liquidation Event:

The holders of at least 60% of the Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock, acting as a single class of stock, may elect that any such events described above shall not be a Deemed Liquidation Event as provided in the amended Articles of Incorporation.

The Series A Preferred Stock liquidation preference, the Series A-1 Preferred Stock liquidation preference, the Series A-2 liquidation preference, the Series A-3 liquidation preference, the Series A-4 liquidation preference, and the Series A-5 liquidation preference shall be on parity with one another. In the event that upon liquidation or dissolution, the assets and funds of the Company are insufficient to permit the payment to holders of shares of Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock the full amount to which they shall be entitled, the holders of shares of Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock then outstanding and any class or series of stock ranking on liquidation on a parity with the Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series A-5 Preferred Stock shall share in any distribution of the remaining assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

After the distributions described above have been paid in full, the remaining assets of the Company available for distribution shall be distributed pro-rata to the holders of the shares of common stock.

SERINA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

Note 8 - Income Taxes

Deferred tax assets and liabilities reflect the effects of tax losses, credits, and the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

At December 31, 2023, the Company had the following carryovers subject to expiration:

Schedule of Deferred Tax Assets and Liabilities of Carryovers Subject to Expiration

The Company’s effective tax rate is 0% for the years ended December 31, 2023 and 2022. The Company’s effective tax rate is different than what would be expected if the federal statutory rate was applied to income before income taxes primarily because certain expenses are deductible for financial reporting purposes that are not deductible for tax purposes and valuation allowances applied to the Company’s net deferred tax assets. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The major temporary differences that give rise to the deferred tax assets and liabilities are as follows: NOL carryovers, general business credit carryovers, charitable contribution carryovers, operating and finance lease assets and liabilities, depreciation and amortization, and capitalization of research & development expenses.

Section 174 of the Internal Revenue Code became effective on January 1, 2022. Under this section, research and development expenses are no longer deducted in the year expended, but are required to be capitalized and expensed over five years for tax purposes.

The Company evaluates the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent that management does not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is established. The Company has provided a valuation allowance against the deferred income taxes at December 31, 2023 and 2022. The valuation allowance increased by $752,330 during the year ended December 31, 2023.

The components of the deferred income tax asset and liability as of December 31, 2023 and 2022 are as follows:

Schedule of Deferred Tax Assets and Liabilities  

SERINA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

Note 9 - Leases

The Company leases many of its operating and office facilities for various terms under long-term, non-cancelable operating lease agreements. The leases expire at various dates through 2028. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The Company also leases equipment for various terms under long-term, non-cancelable finance lease agreements. These leases expire at various dates through 2025.

The following represents information on leases as of and for the years ended December 31:

Schedule of Information on Leases

The following is a maturity analysis of the annual undiscounted cash flows of the lease liabilities as of December 31, 2023:

Schedule of Annual Undiscounted Cash Flows of The Lease Liabilities

Right of use assets - operating leases obtained in exchange for new operating lease liabilities was $754,960 for the year ended December 31, 2023.

SERINA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

Note 10 - Property and Equipment

Property and equipment at December 31, 2023 and 2022 consists of:

 Schedule of Property and Equipment

Depreciation expense for the years ended December 31, 2023 and 2022 totaled $65,399 and $37,923, respectively.

Note 11 - Stock Option Plan

Stock Option Plan Description

In 2007, the Company’s Board of Directors (“the Board”) adopted the Serina Therapeutics, Inc. 2007 Stock Option Plan (the 2007 Plan) that provides for the granting of stock options to employees. The 2007 Plan as amended in March 2014 reserved 2,000,000 shares of common stock for grant. Options are granted at the discretion of the Board. Options granted under the 2007 Plan shall be either incentive stock options (ISOs) or nonstatutory stock options (NSOs), as designated by the Board. The options will be granted at an exercise price set by the Board at the time of grant, but in no event will the price for ISOs be less than 100% of the fair market value of the common stock on the date of the grant, or in the case of an option holder who owns more than 10% of the total combined voting power of all classes of stock of Serina, not less than 110%; and not less than the par value of the common stock at grant, in the case of NSOs.

In 2017, the Serina Therapeutics, Inc. 2007 Plan by its terms expired, except with respect to unexercised stock options outstanding under the 2007 Plan. No future stock options shall be awarded under the 2007 Plan.

In 2017, the Company’s Board adopted the Serina Therapeutics, Inc. 2017 Stock Option Plan (the 2017 Plan) that provides for the granting of stock options to employees. The 2017 Plan reserved 1,000,000 shares of common stock for grant. In 2021, the 2017 Plan was amended to increase the reserved shares to 2,000,000, and then later in 2021 further amended to increase the reserved shares to 2,100,000. Options are granted at the discretion of the Board. Options granted under the 2017 Plan shall be either incentive stock options (ISOs) or nonstatutory stock options (NSOs), as designated by the Board. The options will be granted at an exercise price set by the Board at the time of grant, but in no event will the price for ISOs be less than 100% of the fair market value of the common stock on the date of the grant or in the case of an option holder who owns more than 10% of the total combined voting power of all classes of stock of Serina, not less than 110%; and not less than the par value of the common stock at grant, in the case of NSOs.

Vesting and Exercisability

Stock options are exercisable at such time or times and subject to such terms and conditions as determined by the Board at or after grant. If the Board provides, in its sole discretion, that any stock option is exercisable only in installments, the Board may waive such installment exercise provisions at any time at or after the grant, in whole or in part, based on such factors as the Board shall determine, in its sole discretion.

The terms of the grants are generally for ten years (or in the case of an option holder who owns more than 10% of the total combined voting power of all classes of stock of Serina, the term shall be five years) and vest over a period of time as determined on the date of the grant.

Stock-Based Compensation

The Company follows the provisions of the FASB ASC 718, Compensation - Stock Compensation (“FASB ASC 718”). FASB ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense in the financial statements based on their fair value at the grant date.

SERINA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

Valuation and Expense

The Company recognizes compensation expense related to stock options on a straight-line basis over the requisite service period of the awards, which is generally three to four years. The Company estimates the fair value of options on the date of grant using the Black-Scholes-Merton option pricing model. There were no options issued during the years ended December 31, 2023 or 2022.

The Company recorded stock-based compensation expense related to the stock options of $24,325 and $7,110 during the years ended December 31, 2023 and 2022, respectively.

In 2021, all options outstanding as of December 31, 2020 were canceled and replaced, with the exception of 3,300 options, which were not replaced due to termination of the grantee. Total replacement options issued were 1,294,042. Incremental compensation cost of $113 and $878 was recognized during the years ended December 31, 2023 and 2022, respectively, as a result of the accounting for the modification required by FASB ASC 718.

In February 2023, by vote of the Board all remaining unvested options became fully vested. Therefore as of December 31, 2023, the Company had no unrecognized compensation cost related to nonvested stock options.

Details of stock option activity for the years ended December 31, 2023 and 2022 are as follows:

 Schedule of Stock Option Activity

The following table summarizes information about stock options exercisable at December 31, 2023:

Schedule of Stock Options Exercisable 

The following table summarizes information about nonvested stock options for the years ended December 31, 2023 and 2022:

Schedule of Nonvested Stock Options Activity