each of the Asterias Board of Directors and the Asterias Special Committee has determined in good faith (after consultation with
its financial advisor and its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary
duties under applicable Law;
either Asterias is already a party to an Acceptable Confidentiality Agreement with such Third Party or Asterias enters into an
Acceptable Confidentiality Agreement with such Third Party;
Unless prohibited by a confidentiality agreement entered into prior to the date hereof, Asterias notifies BioTime of the identity
of such Person and provides BioTime all of the terms and conditions of such Acquisition Proposal (and if such Acquisition Proposal
is in written form, Asterias provides BioTime a copy thereof); and
contemporaneously with, or promptly (and in any event within one (1) business day) after, furnishing any non-public information
to such Third Party, Asterias furnishes such non-public information to BioTime (to the extent such information has not been previously
furnished to BioTime).
Asterias hereby acknowledges and agrees that any violation of the restrictions set forth in this Section 5.4 by any Representative
of Asterias shall be deemed to be a breach of this Section 5.4 by Asterias.
Except as set forth in Section 5.3(a)(ii) (provided that such exception shall only apply during the Go-Shop Period) and
except to permit any Excluded Party (while such Third Party is an Excluded Party) to make a written Acquisition Proposal to Asterias
or the Asterias Board of Directors, Asterias agrees not to release or permit the release of any Person from, or to waive or permit
the waiver or termination of any provision of, any confidentiality, standstill or similar agreement (or any standstill or confidentiality
provision of any other contract or agreement) to which Asterias or any “moratorium,” “control share acquisition,”
“fair price,” “interested stockholder,” “affiliate transaction,” “business combination,”
or other antitakeover applicable Law, and Asterias will use commercially reasonable efforts to enforce or cause to be enforced
to the fullest extent permitted by applicable Law each such agreement.
5.5 Notice and Information.
As promptly as reasonably practicable, and in any event within one (1) business day following the expiration of the Go-Shop Period,
Asterias shall deliver to BioTime a written notice setting forth: (i) the identity of each Excluded Party and (ii) the material
terms and conditions of the pending Acquisition Proposal made by such Excluded Party. During the Go-Shop Period, Asterias shall
promptly (and in any event within one (1) business day) notify BioTime in writing of (A) any Acquisition Proposal received by
Asterias, including the terms and conditions of such Acquisition Proposal and the identity of the Person or group making any such
Acquisition Proposal (except to the extent prohibited by a confidentiality agreement entered into prior to the date hereof), and
(B) the provision to a Third Party considering an Acquisition Proposal (or such Person or group’s Representatives) of credentials
to access the electronic data room established by Asterias for legal and business due diligence, including the identity of such
Third Party; provided that Asterias need not deliver multiple notices pursuant to this clause (B) for successive requests
for credentials by different Representatives of such Third Party. From and after the expiration of the Go-Shop Period, Asterias
shall promptly (and in any event within one (1) business day) notify BioTime in writing of (x) any Acquisition Proposal received
by Asterias, (y) any request for information that would be reasonably likely to lead to an Acquisition Proposal received by Asterias
or its Representatives or (z) any inquiry made to Asterias or any of its Representatives with respect to, or that would be reasonably
likely to lead to, any Acquisition Proposal, the terms and conditions of such Acquisition Proposal, request or inquiry, and the
identity of the Third Party making any such Acquisition Proposal, request or inquiry; provided, in each of the foregoing
clauses (x)-(z) that Asterias shall not be required to make such disclosure to the extent such disclosure is expressly prohibited
by the terms of a confidentiality agreement with such Third Party that is in effect on the date hereof, in which case Asterias
shall notify BioTime that it has received an Acquisition Proposal and provide BioTime with a description of the withheld information.