and Warranties of Asterias
as disclosed in (a) the Asterias SEC Reports filed on or after January 1, 2016 and prior to the date of this Agreement (excluding
any amendment thereto made after the date of this Agreement, any forward looking disclosures set forth in any “risk factors”
section, any disclosures in any “forward looking statements” section and any other disclosures included therein to
the extent they are predictive or forward-looking in nature); provided that the exception set forth in this clause (a)
will not apply to the representations set forth in Section 3.3 (Capitalization), Section 3.4 (Authority) or Section
3.8(a) (Absence of Certain Changes or Events) or (b) with respect to each section and subsection within this Article III,
the corresponding section or subsection of the disclosure letter delivered by Asterias to BioTime immediately prior to the execution
of this Agreement (the “Asterias Disclosure Letter”) (disclosure of any item in any section or subsection of
the Asterias Disclosure Letter being deemed disclosure with respect to any other Section or subsection of this Agreement to which
the relevance of such item is reasonably apparent), Asterias represents and warrants to BioTime and the Merger Sub as set forth
3.1 Organization and Power and Subsidiaries.
Asterias is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has
the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as
it is now being conducted. Asterias is duly qualified or licensed as a foreign corporation to do business, and is in good standing,
in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes
such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would
not have, individually or in the aggregate, an Asterias Material Adverse Effect.
Asterias has no Subsidiaries and does not directly or indirectly own any equity or similar interest in, or any interest convertible
into or exchangeable or exercisable for, any equity or similar interest in, any Person.
3.2 Certificate of Incorporation and Bylaws. Asterias has
made available to BioTime a complete and correct copy of the certificate of incorporation and the bylaws, each as amended to date,
of Asterias. Such certificate of incorporation and bylaws are in full force and effect. Asterias is not in material violation
of any of the provisions of its certificate of incorporation or bylaws.
The authorized capital stock of Asterias consists of (i) 125,000,000 shares of Series A Common Stock, par value $0.0001 per share
(the “Asterias Common Stock”); (ii) 75,000,000 shares of Series B Common Stock, par value $0.0001 per share
(the “Asterias Series B Common Stock”); and (iii) 5,000,000 shares of preferred stock, par value $0.0001 per
share (“Asterias Preferred Stock”). All outstanding shares of Asterias Common Stock are validly issued, fully
paid and nonassessable and are issued free of any preemptive rights. All shares of Asterias Common Stock subject to issuance upon
the exercise, vesting or conversion of any convertible security will, upon issuance on the terms and conditions specified in the
instruments pursuant to which they are issuable, be duly authorized, validly issued, fully paid and nonassessable and free of
any preemptive rights.