Each of BioTime and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and, subject to obtaining the BioTime Shareholder Approval, to consummate the Transactions. The execution,
delivery and performance of this Agreement by BioTime and Merger Sub and the consummation by BioTime and Merger Sub of the Transactions
have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of BioTime
or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger,
(1) receipt of the BioTime Shareholder Approval and (2) the filing of the Certificate of Merger with the DSOS). This Agreement
has been duly and validly executed and delivered by BioTime and Merger Sub and, assuming due authorization, execution and delivery
by Asterias, constitutes a legal, valid and binding obligation of each of BioTime and Merger Sub, enforceable against each of
BioTime and Merger Sub 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 BioTime Board of Directors (acting upon the unanimous recommendation of the BioTime Special Committee) has adopted resolutions
(by unanimous vote of the disinterested members of the BioTime Board of Directors) (1) determining that this Agreement and the
Transactions, including the Merger, are fair to, and in the best interests of, BioTime and its shareholders, (2) approving and
declaring advisable this Agreement and the Transactions, and (3) directing that the issuance of BioTime Common Shares contemplated
by this Agreement be submitted to the shareholders of BioTime for approval.
The board of directors of Merger Sub adopted resolutions (1) determining that the Merger is fair to, and in the best interests
of, Merger Sub and its stockholder and (2) approving and declaring advisable this Agreement and the Transactions (such approval
and adoption having been made in accordance with the DGCL).
4.5 No Conflicts; Required Filings and Consents.
The execution and delivery of this Agreement by BioTime and Merger Sub do not, and the performance of this Agreement by BioTime
and Merger Sub will not, (1) conflict with or violate the BioTime Charter Documents or (2) assuming that all consents, approvals,
authorizations and other actions described in Section 4.5(b) have been obtained and all filings and obligations described
in Section 4.5(b) have been made and the BioTime Shareholder Approval, conflict with or violate any Law or Order applicable
to BioTime or Merger Sub or by which any property or asset of either of them is bound or (3) subject to obtaining the consents
listed in Section 4.5(a) of the BioTime Disclosure Letter, result in any breach of, constitute a default (or an event that,
with notice or lapse of time or both, would become a default or breach) under, constitute or be deemed an impermissible or void
assignment (by operation of Law or otherwise) by BioTime or a BioTime Subsidiary of, result in the acceleration of any obligation
of BioTime or a BioTime Subsidiary or right of a Third Party, or result in the creation of an Encumbrance on any property or asset
of BioTime or any BioTime Subsidiary pursuant to, any BioTime material contract (as defined in Item 601(b)(10) of Regulation S-K).