Asterias has not been a party to a transaction that is or is substantially similar to a “listed transaction” as defined
in Treasury Regulations Section 1.6011-4(b)(2), or any other transaction requiring disclosure under analogous provisions of state,
local or non-U.S. Tax Law.
Asterias has duly and timely withheld and remitted to the appropriate Governmental Authority all Taxes required to have been withheld
and remitted in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other
Asterias has not taken or agreed to take any action (other than actions contemplated by this Agreement) or knows of any fact that
is reasonably likely to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section
368(a) of the Code.
Neither BioTime or Asterias will be required to include any item of income in, or exclude any item of deduction from, taxable
income for any period (or any portion thereof) ending after the Closing Date as a result of (i) pursuant to Section 481 of the
Code (or any analogous provision of state, local or non-U.S. Tax Law) any accounting method change or agreement with any Governmental
Authority filed or made on or prior to the Closing Date by Asterias, (ii) any prepaid amount received on or prior to the Closing
by Asterias, (iii) any intercompany transaction or excess loss account described in Section 1502 of the Code (or any corresponding
provision of state, local or non-U.S. Tax Law), (iv) any election under Section 108(i) of the Code by Asterias, (v) any “closing
agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S.
Tax Law) executed on or prior to the Closing Date by Asterias, (vi) any amounts includable under Sections 951, 951A or 965 of
the Code with respect to Asterias or (vii) any installment sale or other transaction on or prior to the Closing Date with respect
Asterias has been a resident in its jurisdiction of incorporation for Tax purposes and has not, at any time, been treated as a
resident of or as having a permanent establishment or fixed place of business in any other jurisdiction.
Asterias has never been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the
common parent of which is Asterias) or any similar group for federal, state, local or non-U.S. Tax purposes.
Asterias has not elected at any time to be treated as an S corporation within the meaning of Sections 1361 or 1362 of the Code.
Asterias has complied with all transfer pricing rules. All documentation required by all relevant transfer pricing laws have been