Except with respect to the Asterias Warrants, there are no outstanding contractual obligations of Asterias to repurchase, redeem
or otherwise acquire any shares of Asterias Common Stock or any other Asterias Securities or to provide funds to, or make any
investment (in the form of a loan, capital contribution or otherwise) in, any other Person that would be material to Asterias.
Asterias has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder
and, subject to obtaining the Asterias Stockholder Approval, to consummate the Transactions, including the Merger. The execution,
delivery and performance of this Agreement by Asterias and the consummation by Asterias of the Transactions have been duly and
validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Asterias are necessary
to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, (1) receipt of the Asterias
Stockholder Approval and (2) the filing of the Certificate of Merger with the DSOS). This Agreement has been duly and validly
executed and delivered by Asterias and, assuming due authorization, execution and delivery by BioTime and Merger Sub, constitutes
a legal, valid and binding obligation of Asterias, enforceable against Asterias in accordance with its terms, except that (x)
such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or
hereafter in effect, affecting creditors’ rights generally and (y) the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought.
The Asterias Board of Directors by the unanimous vote of the disinterested members of the Asterias Board of Directors (acting
upon the unanimous recommendation of the Asterias Special Committee) have adopted resolutions (1) determining that this Agreement
and the Transactions, including the Merger, are fair to, and in the best interests of, Asterias and the stockholders of Asterias,
(2) approving and declaring advisable this Agreement, in accordance with the requirements of the DGCL, (3) directing that this
Agreement be submitted to the stockholders of Asterias for adoption and (4) subject to Section 5.3, resolving to make the
Asterias Board Recommendation.