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Waiver of Code of Business Conduct

Asterias Security Holder Communications to the Board of Directors

To contact the Board, please use the following email address: Directors@asteriasbio.com

Procedures for Asterias Security Holder Communications to the Board of Directors:

1. All such communications must be in written form and sent to the Company at its principal office, and must be addressed to the board of directors or to one or more individual directors directly or to the board of directors or one or more individual directors in care of the Secretary of the Company, or you may use the email link above.

2. All security holder communications must contain a statement substantiating that the person sending the communication is the beneficial owner of Asterias securities that are publicly traded, specifying the class of securities and the number of shares or other units owned. All security holder communications must include the full name and street address of the sender and, unless sent by email, must be manually signed by the sender. All email communications must show the sender’s email address.

3. All written security holder communications addressed to the board of directors or to one or more individual directors shall be delivered to the Secretary of the Company.

4. If a security holder communication conforms to the requirements set forth above, the Secretary shall forward a copy to each members of the board of directors if the communication was addressed to the board, or to each individual director to whom the written communication was addressed. The Secretary shall have the discretion to so forward to the directors any written communication that does not fully meet all of the above requirements or any communication received in email or other electronic form.

5. The Secretary may retain either the original or a copy of each security holder communication in the Company’s records.

6. The board of directors and the Company may maintain the confidentiality of the identity of the sender of any security holder communication if the sender so requests or if board determines that confidentiality is in the best interest of the Company.

7. The board or any individual director may forward to any executive officer of the Company, the Company’s legal counsel, and/or the Company’s auditors a copy of any security holder communication for further investigation or other action as the board or the director may determine.

8. Security holder communications received by telecopier or facsimile machine shall be considered to be in writing. Email and similar electronic communications shall be considered to be in writing.

Asterias Biotherapeutics Tel: (510) 456-3800