James has been engaged to render financial advisory services to Asterias in connection with the proposed Merger and will receive
a fee (the “Transaction Fee”) for such services, a substantial portion of which is contingent upon consummation of
the Merger. Raymond James will also receive a fee upon the delivery of this Opinion, which is not contingent upon the successful
completion of the Transaction or on the conclusion reached herein, but is creditable against the Transaction Fee. In addition,
Asterias has agreed to reimburse certain of our expenses and to indemnify us against certain liabilities arising out of our engagement.
the ordinary course of our business, Raymond James may trade in the securities of Asterias and Biotime for our own account or
for the accounts of our customers and, accordingly, may at any time hold a long or short position in such securities. There are
no material relationships that existed during the two years prior to the date of this Opinion or are mutually understood to be
contemplated in which any compensation was received or is intended to be received as a result of the relationship between Raymond
James and Asterias. Raymond James has provided certain services to Biotime in the past two years unrelated to the Merger, including
serving as the sole book-running manager for two public offerings of Biotime Common Stock, for which services Raymond James received
compensation. Raymond James may provide investment banking, financial advisory and other financial services to Biotime and its
affiliates in the future, for which Raymond James may receive compensation.
is understood that this letter is for the information of the Committee (solely its capacity as such) in evaluating the proposed
Merger and does not constitute a recommendation to the Committee, the Board of Directors of Asterias or any stockholder of Asterias
regarding how the Board of Directors of Asterias or any such stockholder should vote on the proposed Merger. This Opinion may
not be reproduced or used for any other purpose without our prior written consent, except that this Opinion may be disclosed in
full in any proxy statement or prospectus filed with any registration statement that is required to be filed in connection with
the Merger with the Securities and Exchange Commission.
upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Exchange Ratio is fair, from a financial
point of view, to the holders of Asterias Common Stock other than holders of Excluded Shares.
JAMES & ASSOCIATES, INC.