Any sales of shares of the Company’s Series A common stock pursuant to the Sales Agreement, as amended, will be made under the Registration Statement and the related prospectus supplement to filed pursuant to thereunder. The Agents may sell the Series A common stock under the Sales Agreement, as amended, by any method that is deemed to be an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by the Agents and Asterias. The Agents may also sell the Series A common stock in negotiated transactions, subject to Asterias’ prior approval. Subject to the terms and conditions of the Sales Agreement, as amended, the Agents will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable laws, rules and regulations to sell the shares of the Series A common stock from time to time, based upon Asterias’ instructions (including any price, time or size limits or other parameters or conditions Asterias may impose). Asterias will pay the Agents a commission of up to 3.0% of the gross proceeds of the sale of any Series A common stock sold through FBR as agent under the Sales Agreement, as amended. Asterias has also provided the Agents with customary indemnification rights.