1.6 Post-Merger Operations. The Parties shall use commercially reasonable efforts to ensure that effective immediately
following the Effective Time, the BioTime Board of Directors shall consist of the members listed on Schedule 1.6 (unless
otherwise agreed between the parties in writing prior to the Effective Time), each hold office from and after the Effective Time
until the earliest of appointment of his or her respective successor, resignation or proper removal.
on Capital Stock; Exchange of Securities
2.1 Effects on Capital Stock.
Conversion of Asterias Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part
of the Parties or holders of any securities of Asterias or of Merger Sub, subject to Section 2.1(c), Section 2.5
and Section 2.6, each share of Asterias Common Stock that is issued and outstanding immediately prior to the Effective
Time (other than shares of Asterias Common Stock to be cancelled in accordance with Section 2.1(b)) will be automatically
converted into the right to receive that number of fully paid and nonassessable BioTime Common Shares equal to the Exchange Ratio
(the “Per Share Merger Consideration”). From and after the Effective Time, all such shares of Asterias Common
Stock will no longer be outstanding and will automatically be cancelled and will cease to exist, and each applicable holder of
such shares of Asterias Common Stock will cease to have any rights with respect thereto, except the right to receive, upon the
surrender of such shares of Asterias Common Stock in accordance with Section 2.2, the Per Share Merger Consideration
and cash in lieu of any fractional BioTime Common Shares pursuant to Section 2.6 (the “Fractional Share Consideration”)
into which such shares of Asterias Common Stock have been converted pursuant to this Section 2.1(a), together with the
amounts, if any, payable pursuant to Section 2.2(g).
Cancellation of Asterias Common Stock. At the Effective Time, all shares of Asterias Common Stock owned by BioTime, Asterias
or any of their respective wholly owned Subsidiaries will be cancelled and will cease to exist, and no consideration will be delivered
in exchange therefor.
Adjustment. The Exchange Ratio and the Fractional Share Consideration and any other similarly dependent items, as the case
may be, will be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including
any dividend or distribution of securities convertible into shares of Asterias Common Stock or BioTime Common Shares, as applicable),
reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number
of shares of Asterias Common Stock or BioTime Common Shares outstanding after the date hereof and prior to the Effective Time
in order to provide the holders of Asterias Common Stock the same economic effect as contemplated by this Agreement prior to such