BioTime Bylaws provide that a quorum for an annual or special shareholder meeting consists of a majority of shares entitled
to vote present in person or by proxy at such meeting. A majority of shares present in person or by proxy at any annual or
special meeting may adjourn such meeting, whether or not a quorum is present.
DGCL provides that a quorum for a stockholder meeting consists of a majority of shares
entitled to vote present in person or represented by proxy at such special meeting, unless
the certificate of incorporation or Bylaws of the corporation provide otherwise.
Bylaws provide that the holders of a majority of the stock of Asterias entitled to vote must be present in person or by
proxy at each meeting of the stockholders to constitute a quorum. However, less than a quorum has the power to adjourn.
BioTime Bylaws provide that special meetings of the shareholders may be called by (i) the Chairman of the BioTime Board, (ii)
BioTime’s Chief Executive Officer or President, (iii) the BioTime Board or (iv) one or more shareholders entitled to
cast not less than 10% of the votes eligible to be cast at that meeting. See “Notice of Stockholder Meetings,”
DGCL provides that special meetings of the stockholders may be called by the board of
directors or by such persons as may be authorized by the certificate of incorporation
or by the Bylaws.
Bylaws provide that special meetings of stockholders may be called at any time by the Chairman of the Board, a majority
of the directors then in office even if less than a quorum of the authorized number of directors, or by one or more stockholders
entitled to cast not less than 10% of the votes eligible to the cast at that meeting.
notices of meetings of shareholders shall be sent or otherwise given not less than 10
nor more than 60 days before the date of the meeting and otherwise in accordance with
the BioTime Bylaws. The notice shall specify the place, date and hour of the meeting
and, in the case of a special meeting, the general nature of the business to be transacted,
or, in the case of the annual meeting, those matters which the BioTime Board, at the
time of giving the notice, intends to present for action by the shareholders. The notice
of any meeting at which directors are to be elected shall include the name of any nominee
or nominees whom, at the time of the notice, management intends to present for election.
written request by a party entitled to call a special meeting of shareholders, the Chairman of the BioTime Board, the
President, any Vice President or the Secretary of BioTime shall cause notice to be given to the shareholders entitled
to vote that a special meeting will be held, provided that the date of the requested special meeting shall be not less
than 35 nor more than 60 days after the receipt of such request.
permitted under the DGCL, Asterias’ Bylaws provide that written notice of the time and place of every meeting of stockholders
and, in the case of a special meeting, the business to be acted on at such meeting shall be given at least 10 days before
the meeting to each stockholder of record having voting power and entitled to such notice. The DGCL and Asterias’ Bylaws
provide that written notice of any meeting shall be given not less than 10, nor more than 60, days before the date of a stockholder’s
meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled
to notice of the meeting.|