BioTime has in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange
Act) that are designed to ensure that material information that is required to be disclosed by BioTime in the reports that it
files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
SEC’s rules and forms and is accumulated and made known to its principal executive officer and principal financial officer
as appropriate to allow timely decisions regarding required disclosure.
Since January 1, 2015, neither BioTime nor BioTime’s independent auditors has identified or been made aware of (i) any material
weakness in the system of internal accounting controls utilized by BioTime, (ii) any fraud, whether or not material, that involves
BioTime’s management or other employees who have a role in the preparation of financial statements or the internal accounting
controls utilized by BioTime or (iii) any substantive or credible and material Claim regarding any of the foregoing.
As of the date hereof, there are no outstanding unresolved comments with respect to BioTime or the BioTime SEC Reports noted in
comment letters or, to the knowledge of BioTime, other correspondence received by BioTime or its attorneys from the SEC, and there
are no pending (1) formal or informal investigations of BioTime by the SEC or (2) inspection of an audit of BioTime’s financial
statements by the Public Company Accounting Oversight Board.
BioTime has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K of the SEC, for senior financial officers, applicable
to its principal financial officer, comptroller or principal accounting officer, or Persons performing similar functions. BioTime
has promptly disclosed any change in or waiver of BioTime’s code of ethics with respect to any such Persons, as required
by Section 406(b) of SOX.
4.8 Absence of Certain Changes or Events. Between June 30, 2018 and the date hereof, (a) there has not been any event,
condition, circumstance, development, change or effect having, individually or in the aggregate, a BioTime Material Adverse Effect
and (b) none of BioTime or any of the BioTime Subsidiaries has taken any action, or authorized, committed or agreed to take any
action, that if taken between the date hereof and the Effective Time would been prohibited by Section 5.2 if such covenant
had been in effect as of June 30, 2018.