Lost, Stolen or Destroyed Certificates. In the event that any Certificates have been lost, stolen or destroyed, the Exchange
Agent will issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by
the holder thereof (such affidavit to be in a form reasonably satisfactory to BioTime and the Exchange Agent), the Merger Consideration
payable in respect thereof and any dividends or other distributions on BioTime Common Shares in accordance with Section 2.2(g).
Dividends or Distributions with Respect to BioTime Common Shares. No dividends or other distributions with respect to BioTime
Common Shares with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate or Book-Entry
Share with respect to the BioTime Common Shares represented thereby, and all such dividends and other distributions will be paid
by BioTime to the Exchange Agent and will be included in the Exchange Fund, in each case until the surrender of such Certificate
or Book-Entry Share (or affidavit of loss in lieu thereof) in accordance with this Agreement. Subject to applicable Laws, following
surrender of any such Certificate or Book-Entry Share (or affidavit of loss in lieu thereof) there will be paid to the holder
thereof, without interest, (1) promptly, the amount of dividends or other distributions with a record date after the Effective
Time theretofore paid with respect to such BioTime Common Shares to which such holder is entitled pursuant to this Agreement and
(2) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time
but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such BioTime Common Shares.
2.3 Treatment of Asterias Equity Awards.
No Asterias Equity Awards shall be assumed or continued by BioTime in connection with the Merger or the other Transactions.
Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without
any action on the part of BioTime, Merger Sub, Asterias, or the holders or recipients of Asterias Stock Options, each Asterias
Stock Option that is outstanding immediately prior to the Effective Time shall be cancelled and extinguished for no consideration
and shall cease to exist.
Upon the terms and subject to the conditions set forth in this Agreement, immediately prior to the Effective Time, by virtue of
the Merger and without any action on the part of BioTime, Merger Sub, Asterias, or the holders or recipients of Asterias RSU Awards,
(i) each Asterias RSU Award that is held by any Worker and is outstanding as of immediately prior to the Effective Time shall
vest in full and (ii) each Asterias RSU Award shall be cancelled and converted automatically into the right to receive, as soon
as reasonably practicable after the Effective Time (but no later than five (5) business days thereafter), the Merger Consideration
in respect of each share of Asterias Common Stock underlying the vested portion of the Asterias RSU Award.