LINEAGE
CELL THERAPEUTICS, INC.


STOCK
OPTION GRANT NOTICE


2012
EQUITY INCENTIVE PLAN


 





Lineage Cell Therapeutics,
Inc., a California corporation (F/K/A the BioTime, Inc.) (the “Company”), has granted to the participant
listed below (“Participant”) the stock option (the “Option”) to purchase common
shares, no par value, of the Company (“Shares”) described in this Stock Option Grant Notice (this “Notice”),
subject to the terms of the Lineage Cell Therapeutics, Inc. 2012 Equity Incentive Plan (as amended from time to time, the
“Plan”) and the Stock Option Agreement attached as Exhibit A hereto (the “Agreement,”
and, together with this Notice and the Plan, the “Option Documents”), both of which are incorporated
into this Notice by reference. Capitalized terms not defined in this Notice or the Agreement have the meanings given to them in
the Plan.







 


	Participant:	 
	Grant
    Date:	 
	Option
    Exercise Price:	 
	Number
    of Shares Subject to the Option:	 
	Final
    Expiration Date:	 
	Vesting
    Schedule:	 
	Type
    of Option:	[  ]
    Incentive Stock Option  [  ] Non-Qualified Stock Option


 


By
accepting the Option, Participant agrees to be bound by the terms of the Option Documents. Participant has reviewed the Option
Documents in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice, and fully
understands all provisions of Option Documents. Participant hereby agrees to accept as binding, conclusive, and final all decisions
or interpretations of the Administrator (defined below) regarding any questions arising under the Option Documents. “Administrator”
means the Board or a Committee of the Board to the extent the Board’s powers or authority under the Plan have been delegated
to such Committee pursuant to the Plan. This Notice and the Agreement supersede any previous documentation provided to Participant
with respect to the Option, including any prior Award Agreement entered into between the Company and Participant.


 


	Lineage Cell Therapeutics, Inc.	 	Participant
	 	           	 	 	        
	By:	 	 	By:	 
	Name:	 	 	Name:	 
	Title:	 	 	 	 


 




    	 



    	 



    

 


EXHIBIT
A


 


STOCK
OPTION AGREEMENT


 


Capitalized
terms not defined in this Stock Option Agreement (this “Agreement”) have the meanings specified in the
Stock Option Grant Notice (the “Notice”) or, if not defined in the Notice, in the Plan.


 


1.
General


 


(a)
Grant of Option. The Company has granted to Participant the Option effective as of the grant date set forth in the Notice
(the “Grant Date”).


 


(b)
Incorporation of Terms of Plan. The Option is subject to the terms of this Agreement and the Plan, which is incorporated
herein by reference. In the event of any inconsistency between the Plan and this Agreement, the Plan will control.


 


2.
Period of Exercisability


 


(a)
Exercisability. The Option will vest and become exercisable according to the vesting schedule in the Notice; provided that
any fractional Shares will accumulate and vest and become exercisable only when a whole Share has accumulated. Notwithstanding
anything in the Option Documents, except as set forth in a separate Agreement between Participant and the Company or as determined
by the Administrator, the Option will immediately expire and be forfeited as to any unvested portion as of the date of termination
of Participant’s Continuous Service (“Termination of Service”) for any reason. Any portion of
the Option that vests and becomes exercisable will remain vested and exercisable until the Expiration Date (defined below), at
which time the Option will be forfeited immediately.


 


(b)
Expiration of Option. The Option may not be exercised after the date of the first of the following to occur (the “Expiration
Date”):


 


(i)
The final expiration date stated in the Notice;


 


(ii)
Except as approved by the Administrator, the date three months following the date of Termination of Service for reasons other
than Participant’s death or Disability; provided that if the Participant dies prior to such date, the Expiration Date will
be one year following the date of Participant’s death; and


 


(iii)
Except as approved by the Administrator, the date one year following the date of Termination of Service by reason of Participant’s
death or Disability.


 




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3.
Exercise of Option


 


(a)
Person Eligible to Exercise. Only Participant may exercise the Option during Participant’s lifetime. After Participant’s
death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s executor
or administrator of the Participant’s estate or any person who shall have acquired the option from the Participant by his
or her will or the applicable law of descent and distribution as provided in the Plan.


 


(b)
Exercise. To exercise the Option, the Participant shall deliver to the Company a “Notice of Exercise” in a
form specified by the Administrator, specifying the number of Shares the Participant wishes to purchase and how the Participant’s
Shares should be registered. The Participant may pay the Option Exercise Price in Shares, cash, or a combination thereof, including
an irrevocable commitment by a broker to pay over such amount from a sale of Shares issuable under the Option, the delivery of
previously owned Shares, withholding of Shares deliverable upon exercise of the Option (but only to the extent share withholding
is made available to the Participant by the Company), or in any other manner permitted by the Administrator.


 


(c)
Partial Exercise. Any exercisable portion of the Option may be exercised, in whole or in part, according with the procedures
stated in Section 3(b) at any time prior to the Expiration Date, except that the Option may be exercised only for whole Shares.


 


(d)
Tax Withholding.


 


(i)
The Company may, but has no obligation to, treat Participant’s failure to provide timely payment in accordance with the
Plan of any withholding tax arising in connection with the Option as Participant’s election to satisfy all or any portion
of the withholding tax by requesting the Company retain Shares otherwise issuable under the Option.


 


(ii)
Participant is liable and responsible for all taxes owed in connection with the Option, regardless of any action the Company or
any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Option. Neither the Company
nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the
awarding, vesting or exercise of the Option or the subsequent sale of Shares. Neither the Company nor any Subsidiary is under
any obligation to structure the Option to reduce or eliminate Participant’s tax liability.


 


4.
Other Provisions


 


(a)
Adjustments. Participant acknowledges that the Option is subject to adjustment, modification, and termination in certain
events as provided in this Agreement and the Plan.


 


(b)
Notices. Any notice to be given under this Agreement to the Company must be in writing and addressed to the Company in
care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address.
Any notice to be given under this Agreement to Participant must be in writing and addressed to Participant (or, if Participant
is then deceased, to the person entitled to exercise the Option) at Participant’s last known mailing address or email address.
Either party may designate a different address or email address for notices to be given to that party by providing notice to the
other party of such change pursuant to this Section 4(b). Any notice will be deemed duly given when sent by email, when sent by
certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly
maintained by the United States Postal Service, or when delivered by a nationally recognized express shipping company.


 




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(c)
Titles. Titles are provided herein for convenience only and do not serve as a basis for interpretation or construction
of this Agreement.


 


(d)
Conformity to Securities Laws. Participant acknowledges that each Option Document is intended to conform to all Applicable
Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.


 


(e)
Successors and Assigns. The Company may assign any of its rights under this Agreement to one or more assignees, and this
Agreement will inure to the benefit of the Company’s successors and assigns. Subject to any transfer restrictions in this
Agreement or the Plan, this Agreement will be binding on and inure to the benefit of the heirs, legatees, legal representatives,
successors, and assigns of the parties hereto.


 


(f)
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant
is subject to Section 16 of the Exchange Act, each Option Document will be subject to any additional limitations set forth in
any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements
for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary
to conform to such applicable exemptive rule.


 


(g)
Entire Agreement. The Option Documents constitute the entire agreement of the parties and supersede all prior undertakings
and agreements of the Company and Participant with respect to the subject matter hereof.


 


(h)
Agreement Severable. If any provision of the Notice or this Agreement is held illegal or invalid, the provision will be
severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions
of the Notice or this Agreement.


 


(i)
Limitation on Participant’s Rights. Participation in the Plan provides no rights or interests other than as herein
provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be
construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will
have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if
any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with
respect to the Option, as and when exercised pursuant to the terms hereof.


 




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(j)
Not a Contract of Employment. Nothing in the Option Documents: (i) provides Participant any right to continued employment
or service with the Company or any Subsidiary; or (ii) interferes with or restricts in any way the rights of the Company and its
Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the employment or services of Participant
at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement
between the Company or a Subsidiary and Participant.


 


(k)
Counterparts. The Notice may be executed in one or more counterparts, including by way of any electronic signature, subject
to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.


 


(l)
Governing Law. This Agreement is governed by and construed under the laws of the state of California, without regard to
conflict of law provisions.


 


(m)
Incentive Stock Options. If the Option is designated as an Incentive Stock Option:


 


(i)
The extent the aggregate fair market value of Common Stock (determined as of the time the option with respect to the shares is
granted) with respect to which stock options to purchase Common Stock intended to qualify as Incentive Stock Options (including
the Option) are exercisable for the first time by Participant during any calendar year exceeds $100,000, or if for any other reason
such stock options to purchase Common Stock do not qualify or cease to qualify for treatment as Incentive Stock Options, such
stock options (including the Option) will be treated as Non-qualified Stock Options. The action in the preceding sentence will
be applied by taking the Option and other stock options into account in the order in which they were granted, as determined under
Section 422(d) of the Code. If the Option is exercised more than three months following Termination of Service, other than by
reason of death or Disability, the Option will be taxed as a Non-qualified Stock Option.


 


(ii)
Participant shall give prompt written notice to the Company of any disposition or other transfer of any Shares acquired under
this Agreement if such disposition or other transfer is made: (A) within two years following the Grant Date; or (B) within one
year following the transfer of such Shares to Participant. Such notice will specify the date of such disposition or other transfer
and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition
or other transfer.


 






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