Since January 1, 2015, neither Asterias nor Asterias’ independent auditors has identified or been made aware of (i) any
material weakness in the system of internal accounting controls utilized by Asterias, (ii) any fraud, whether or not material,
that involves Asterias’ management or other employees who have a role in the preparation of financial statements or the
internal accounting controls utilized by Asterias or (iii) any substantive or credible and material Claim regarding any of the
Asterias 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 Asterias 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.
As of the date hereof, there are no outstanding unresolved comments with respect to Asterias or the Asterias SEC Reports noted
in comment letters or, to the knowledge of Asterias, other correspondence received by Asterias or its attorneys from the SEC,
and there are no pending (1) formal or informal investigations of Asterias by the SEC or (2) inspection of an audit of Asterias’
financial statements by the Public Company Accounting Oversight Board.
Asterias 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.
Asterias has promptly disclosed any change in or waiver of Asterias’ code of ethics with respect to any such Persons, as
required by Section 406(b) of SOX.
3.8 Absence of Certain Changes or Events. Since the date of the 2018 Asterias Balance Sheet and through the date hereof,
Asterias has conducted its business, in all material respects, in the ordinary course and in a manner consistent with past practice.
Since the date of the 2018 Asterias Balance Sheet and through the date hereof, (a) there has not been any event, condition, circumstance,
development, change or effect having, individually or in the aggregate, an Asterias Material Adverse Effect and (b) Asterias has
not taken any action, or authorized, committed or agreed to take any action, that if taken between the date hereof and the Effective
Time would have been prohibited by Section 5.1 if such covenant had been in effect as of the date of the 2018 Asterias