ex4_5.htm


    Exhibit 4.5


     

     

    
       

      _______________

      


      Warrant
Agreement

      


      Dated as
of May 13, 2009

      


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    WARRANT
AGREEMENT, dated as of May 13, 2009, between  BioTime, Inc., a
California corporation (the “Company”), and the each registered holder of a
Warrant described herein (a “Holder”).

    


    Section
1.           Issuance of Warrants; Term
of Warrants.  The Company is issuing and delivering the common
share purchase warrants described herein (“Warrants”) to the purchasers of
“Units” under certain Stock and Warrant Purchase Agreements.  Each
Unit consists of one common share, no par value, and one
Warrrant.  The Warrants shall be represented by a certificate in
substantially the form of Exhibit A hereto.  Subject to the terms of
this Agreement, a Holder of any of such Warrant (including any Warrants into
which a Warrant may be divided) shall have the right, which may be exercised at
any time prior to 5:00 p.m., New York Time on October 31, 2010 (the “Expiration
Date”), to purchase from the Company, at the Warrant Price (as defined herein)
then in effect, the number of fully paid and nonassessable common shares, no par
value, of the Company (“Warrant Shares”) determined as provided in this
Agreement and specified in such Warrant.

    


    Section
2.           Form of
Warrant.  The text of the Warrants and of the Purchase Form
shall be substantially as set forth in Exhibit A attached hereto.  The
price per Warrant Share and the number of Warrant Shares issuable upon exercise
of each Warrant are subject to adjustment upon the occurrence of certain events,
all as hereinafter provided.  The Warrants shall be executed on behalf
of the Company by its Chief Executive Officer, President, or one of its Vice
Presidents, under its corporate seal reproduced thereon attested by its
Secretary or any Assistant Secretary.  The signature of any such
officers on the Warrants may be manual or facsimile, provided, however, that the
signature of any such officers must be manual until such time as a warrant agent
is appointed.

    


    2.1       Signatures; Date of
Warrants.  Warrants bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Company shall
bind the Company, notwithstanding that such individuals or any one of them shall
have ceased to hold such offices prior to the delivery of such Warrants or did
not hold such offices on the date of this Agreement.  In the event
that the Company shall appoint a warrant agent to act on its behalf in
connection with the division, transfer, exchange or exercise of Warrants, the
Warrants issued after the date of such appointment shall be dated as of the date
of countersignature thereof by the warrant agent upon division, exchange,
substitution or transfer.  Until such time as the Company shall
appoint a warrant agent, Warrants shall be dated as of the date of execution
thereof by the Company either upon initial issuance or upon division, exchange,
substitution or transfer.

    


    2.2       Countersignature of
Warrants.  In the event that the Company shall appoint a
warrant agent to act on its behalf in connection with the division, transfer,
exchange or exercise of Warrants, the Warrants issued after the date of such
appointment shall be countersigned by the warrant agent (or any successor to the
warrant agent then acting as warrant agent) and shall not be valid for any
purpose unless so countersigned.  Warrants may be countersigned,
however, by the warrant agent (or by its successor as warrant agent hereunder)
and may be delivered by the warrant agent, notwithstanding that the persons
whose manual or facsimile signatures appear thereon as proper officers of the
Company shall have ceased to be such officers at the time of such
countersignature, issuance or delivery.  The warrant agent (if so
appointed) shall, upon written


    
      
         


      

      
         


        
          

          
            


            Warrant
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    instructions
of the  President, Chief Executive Officer, an Executive or Senior
Vice President,  or the Chief Financial Officer of the Company,
countersign, issue and deliver the Warrants and shall countersign and deliver
Warrants as otherwise provided in this Agreement.

    


    Section
3.           Exercise of Warrants;
Listing.

     

              3.1         Exercise of
Warrants.  A Warrant may be exercised upon surrender of the
certificate or certificates evidencing the Warrants to be exercised, together
with the form of election to purchase on the reverse thereof duly filled in and
signed, which signature shall be guaranteed by  a financial
institution that is a participant in a recognized signature guarantee program,
to the Company at its principal office (or if appointed, the principal office of
the warrant agent) and upon payment of the Warrant Price (as defined in and
determined in accordance with the provisions of Section 4 and Section 10) to the
Company (or if appointed, to the warrant agent for the account of the Company),
for the number of Warrant Shares in respect of which such Warrants are then
exercised.  Payment of the aggregate Warrant Price (defined in Section
4  herein) shall be made by bank wire transfer to the account of the
Company, or in cash, or by certified or bank cashier’s check.

    


    (a)           Subject
to Section 5, upon the surrender of the Warrant and payment of the Warrant Price
as aforesaid, the Company (or if appointed, the warrant agent) shall promptly
cause to be issued and delivered to or upon the written order of the Holder and
in such name or names as the Holder may designate, a certificate or certificates
for the number of full Warrant Shares so purchased upon the exercise of such
Warrant, together with cash, as provided in Section 12, in respect of any
fractional Warrant Shares otherwise issuable upon such
surrender.  Such certificate or certificates shall be deemed to have
been issued and any person so designated to be named therein shall be deemed to
have become a holder of record of such Warrant Shares as of the date of the
surrender of such Warrants and payment of the Warrant Price, as
aforesaid.  The rights of purchase represented by the Warrant shall be
exercisable, at the election of the Holder thereof, either in full or from time
to time in part and, in the event that a certificate evidencing the Warrant is
exercised in respect of less than all of the Warrant Shares purchasable on such
exercise at any time prior to the date of expiration of the Warrant, a new
certificate evidencing the unexercised portion of the Warrant will be issued,
and the warrant agent (if so appointed) is hereby irrevocably authorized to
countersign and to deliver the required new Warrant certificate or certificates
pursuant to the provisions of this Section 3 and Section 2.2, and the Company,
whenever required by the warrant agent (if appointed), will supply the warrant
agent with Warrant certificates duly executed on behalf of the Company for such
purpose.

    


    3.2           Listing of Shares on
Securities Exchange; Exchange Act Registration.  The Company
will promptly use commercially reasonable efforts to cause the Warrant Shares to
be listed, subject to official notice of issuance, on all national securities
exchanges on which the Common Stock is listed and whose rules and regulations
require such listing, as soon as possible following the date
hereof.  The Company will promptly notify the Holders in the event
that the Company plans to register the Warrants with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).

     

    
      
        
        

      

      
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    Section
4.           Warrant
Price.  Subject to any adjustments required by Section 10, the
price per share at which Warrant Shares shall be purchasable upon exercise of a
Warrant (as to any particular Warrant, the “Warrant Price”) shall be Two Dollars
($2.00) per share.

    


    Section
5.           Payment of
Taxes.  The Company will pay all documentary stamp taxes, if
any, attributable to the initial issuance of Warrant Shares upon the exercise of
Warrants; provided, however, that the Company shall not be required to pay any
tax or taxes which may be payable in respect of any transfer involved in the
issue or delivery of any Warrant or certificates for Warrant Shares in a name
other than that of the registered Holder of such Warrants.

    


    Section
6.           Redemption of
Warrants.

     

             
6.1         Right to Redeem. The
Warrants may be redeemed by the Company, at its election, at any time if (a) a
registration statement that includes the Warrants and Warrant Shares is then
effective under the Securities Act of 1933, as amended, and (b) the closing
price of the Common Stock of the Company on a national securities exchange or
the Nasdaq Stock Market equals or exceeds 200% of the Warrant Price for any
fifteen (15) consecutive trading days ending not more than thirty (30) days
prior to the date of the notice given pursuant to Section 6.2.

    
 

    6.2
       Notice of
Redemption.  Notice of proposed redemption of the Warrants
shall be sent by or on behalf of the Company, by first class mail, postage
prepaid, to the Holders of record of the Warrants at the addresses of such
Holders appearing in the records of the Company or the warrant agent, if
any.  Such notice shall be sent not less than twenty (20) days prior
to the date fixed by the Company for redemption (the “Redemption
Date”).  Such notice shall notify the Holder of the Warrants that the
Company will redeem the Warrants, and shall state (i) the date of redemption,
(ii) the redemption price, (iii) the place or places at which the redemption
price shall be paid upon presentation and surrender of the Warrants, and (iv)
the name and address of the warrant agent, if any, and the name and address of
any bank or trust company appointed by the Company to receive and disburse the
redemption price.

    


    6.3        Effect of
Redemption.  From and after the Redemption Date, the Warrants
shall no longer be deemed outstanding and all rights of the Holder of the
Warrants shall cease and terminate, except for the right of the registered
Holder to receive payment of the redemption price of one cent ($0.01) per
Warrant Share upon presentation and surrender of the Warrants.

    


    6.4        Abatement of
Redemption.  The Redemption Date shall abate, and the notice of
redemption shall be of no effect, if the closing price or average bid price of
the Common Stock of the Company, as applicable under Section 6.1, does not equal
or exceed 120% of the Warrant Price on the Redemption Date and each of the five
trading days immediately preceding the Redemption Date, but the Company shall
have the right to redeem the Warrants at a future date if the conditions set
forth in Section 6.1 are subsequently met and a new notice setting a new
Redemption Date is sent to Warrant holders as provided in Section
6.2.


    
      
        
          


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    Section
7.           Transferability of
Warrants.

    


    7.1        Registration.  Each
Warrant shall be numbered and shall be registered on the books of the Company
(the “Warrant Register”) as issued.  The Company and the warrant agent
(if appointed) shall be entitled to treat the Holder of any Warrant as the owner
in fact thereof for all purposes and shall not be bound to recognize any
equitable or other claim or interest in such Warrant on the part of any other
person, and shall not be liable for any registration of transfer of any Warrant
which is registered or to be registered in the name of a fiduciary or the
nominee of a fiduciary upon the instruction of such fiduciary, unless made with
the actual knowledge that a fiduciary or nominee is committing a breach of trust
in requesting such registration or transfer, or with such knowledge of such
facts that its participation therein amounts to bad faith.

    


    7.2        Restrictions on Exercise and
Transfer.  The Warrants may not be exercised, sold, pledged,
hypothecated, transferred or assigned, in whole or in part, unless a
registration statement under the Securities Act of 1933, as amended (the “Act”),
and under any applicable state securities laws is effective therefor or, an
exemption from such registration is then available.  Any exercise,
sale, pledge, hypothecation, transfer, or assignment in violation of the
foregoing restriction shall be deemed null and void and of no binding
effect.  The Company shall be entitled to obtain, as a condition
precedent to its issuance of any certificates representing Warrant Shares or any
other securities issuable upon any exercise of a Warrant, a letter or other
instrument from the Holder containing such covenants, representations or
warranties by such Holder as reasonably deemed necessary by Company to effect
compliance by the Company with the requirements of applicable federal and/or
state securities laws.

    


    7.3        Transfer.  Subject
to Section 7.2, the Warrants shall be transferable only on the Warrant Register
upon delivery thereof duly endorsed by the Holder or by his duly authorized
attorney or representative, or accompanied by proper evidence of succession,
assignment or authority to transfer, which endorsement shall be guaranteed by
a  financial institution that is a participant in a recognized
signature guarantee program.  In all cases of transfer by an attorney,
the original power of attorney, duly approved, or a copy thereof, duly
certified, shall be deposited and remain with the Company (or the warrant agent,
if appointed).  In case of transfer by executors, administrators,
guardians or other legal representatives, duly authenticated evidence of their
authority shall be produced, and may be required to be deposited and remain with
the Company (or the warrant agent, if appointed) in its
discretion.  Upon any registration of transfer, the Company shall
execute and deliver (or if appointed, the warrant agent shall countersign and
deliver) a new Warrant or Warrants to the persons entitled thereto.

    


    Section
8.           Exchange of Warrant
Certificates.  Each Warrant certificate may be exchanged, at
the option of the Holder thereof, for another Warrant certificate or Warrant
certificates in different denominations entitling the Holder or Holders thereof
to purchase a like aggregate number of Warrant Shares as the certificate or
certificates surrendered then entitle each Holder to purchase.  Any
Holder desiring to exchange a Warrant certificate or certificates shall make
such request in writing delivered to the Company at its principal office (or, if
a warrant agent is appointed, the warrant agent at its principal office) and
shall surrender, properly endorsed, the certificate or


    
      
        
          


           

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    certificates
to be so exchanged.  Thereupon, the Company (or, if appointed, the
warrant agent) shall execute and deliver to the person entitled thereto a new
Warrant certificate or certificates, as the case may be, as so requested, in
such name or names as such Holder shall designate.

    


    Section
9.           Mutilated or Missing
Warrants.  In case any of the certificates evidencing the
Warrants shall be mutilated, lost, stolen or destroyed, the Company may in its
discretion issue and deliver (and, if appointed, the warrant agent shall
countersign and deliver) in exchange and substitution for and upon cancellation
of the mutilated Warrant certificate, or in lieu of and substitution for the
Warrant certificate lost, stolen or destroyed, a new Warrant certificate of like
tenor, but only upon receipt of evidence reasonably satisfactory to the Company
and the warrant agent (if so appointed) of such loss, theft or destruction of
such Warrant and an indemnity or bond, if requested, also reasonably
satisfactory to them.  An applicant for such a substitute Warrant
certificate shall also comply with such other reasonable regulations and pay
such other reasonable charges as the Company (or the warrant agent, if so
appointed) may prescribe.

    


    Section
10.        Adjustment of Warrant Price
and Number of Warrant Shares.  The number and kind of
securities purchasable upon the exercise of each Warrant and the Warrant Price
shall be subject to adjustment from time to time upon the happening of certain
events, as hereinafter defined.

    


    10.1     Adjustments.  The
number of Warrant Shares purchasable upon the exercise of each Warrant and the
Warrant Price shall be subject to adjustment as follows:

    


    (a)           In
the event that the Company shall (i) pay a dividend in shares of Common
Stock or make a distribution in shares of Common Stock, (ii) subdivide its
outstanding shares of Common Stock, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock or (iv) reclassify
or change (including a change to the right to receive, or a change into, as the
case may be (other than with respect to a merger or consolidation pursuant to
the exercise of appraisal rights), shares of stock, other securities, property,
cash or any combination thereof) its Common Stock (including any such
reclassification or change in connection with a consolidation or merger in which
the Company is the surviving corporation), the number of Warrant Shares
purchasable upon exercise of each Warrant immediately prior thereto shall be
adjusted so that the Holder of each Warrant shall be entitled to receive the
kind and number of Warrant Shares or other securities of the Company or other
property which he would have owned or have been entitled to receive after the
happening of any of the events described above, had such Warrant been exercised
immediately prior to the happening of such event or any record date with respect
thereto.  An adjustment made pursuant to this paragraph (a) shall
become effective immediately after the effective date of such event retroactive
to the record date, if any, for such event.

    


    (b)           In
case the Company shall issue rights, options or warrants to all holders of its
outstanding Common Stock, without any charge to such holders, entitling them to
subscribe for or purchase shares of Common Stock at a price per share which is
lower at the record date mentioned below than the then current market price per
share of Common Stock (as defined in paragraph (d) below), the number of Warrant
Shares thereafter purchasable upon the exercise of each


    
      
        
          


           

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    Warrant
shall be determined by multiplying the number of Warrant Shares theretofore
purchasable upon exercise of each Warrant by a fraction, of which the numerator
shall be the number of shares of Common Stock outstanding on the date of
issuance of such rights, options or warrants plus the number of additional
shares of Common Stock offered for subscription or purchase in connection with
such rights, options or warrants, and of which the denominator shall be the
number of shares of Common Stock outstanding on the date of issuance of such
rights, options or warrants plus the number of shares which the aggregate
offering price of the total number of shares of Common Stock so offered would
purchase at the current market price per share of Common Stock at such record
date.  Such adjustment shall be made whenever such rights, options or
warrants are issued, and shall become effective immediately after the record
date for the determination of stockholders entitled to receive such rights,
options or warrants.

    


    (c)           In
case the Company shall distribute to all holders of its shares of Common Stock,
(including any distribution made in connection with a merger in which the
Company is the surviving corporation), evidences of its indebtedness or assets
(excluding cash, dividends or distributions payable out of consolidated earnings
or earned surplus and dividends or distributions referred to in paragraph (a)
above) or rights, options or warrants, or convertible or exchangeable securities
containing the right to subscribe for or purchase shares of Common Stock
(excluding those referred to in paragraph (b) above), then in each case the
number of Warrant Shares thereafter purchasable upon the exercise of each
Warrant shall be determined by multiplying the number of Warrant Shares
theretofore purchasable upon the exercise of each Warrant by a fraction, of
which the numerator shall be the then current market price per share of Common
Stock (as defined in paragraph (d) below) on the date of such distribution, and
of which the denominator shall be the then current market price per share of
Common Stock, less the then fair value (as determined by the Board of Directors
of the Company, whose determination shall be conclusive) of the portion of the
assets or evidences of indebtedness so distributed or of such subscription
rights, options or warrants, or of such convertible or exchangeable securities
applicable to one share of Common Stock.  Such adjustment shall be
made whenever any such distribution is made, and shall become effective on the
date of distribution retroactive to the record date for the determination of
shareholders entitled to receive such distribution.

    


    (d)           For
the purpose of any computation under paragraphs (b) and (c) of this Section
10.1, the current market price per share of Common Stock at any date shall be
the average of the daily last sale prices for the 20 consecutive trading days
ending one trading day prior to the date of such computation.  The
closing price for each day shall be the last reported sales price regular way
or, in case no such reported sale takes place on such day, the average of the
closing bid and asked prices regular way for such day, in each case on the
principal national securities exchange on which the shares of Common Stock are
listed or admitted to trading or, if not so listed or admitted to trading, the
last sale price of the Common Stock on the Nasdaq Stock Market or the OTC
Bulletin Board, or any comparable system.  If the current market price
of the Common Stock cannot be so determined, the Board of Directors of the
Company shall reasonably determine the current market price on the basis of such
quotations as are available.

     

    
      
        
        

      

      
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    (e)           No
adjustment in the number of Warrant Shares purchasable hereunder shall be
required unless such adjustment would require an increase or decrease of at
least one percent (1%) in the number of Warrant Shares purchasable upon the
exercise of each Warrant; provided, however, that any adjustments which by
reason of this paragraph (e) are not required to be made shall be carried
forward and taken into account in the determination of any subsequent
adjustment.  All calculations shall be made with respect to the number
of Warrant Shares purchasable hereunder, to the nearest tenth of a share and
with respect to the Warrant Price payable hereunder, to the nearest whole
cent.

    


    (f)           Whenever
the number of Warrant Shares purchasable upon the exercise of each Warrant is
adjusted, as herein provided, the Warrant Price payable upon exercise of each
Warrant shall be adjusted by multiplying such Warrant Price immediately prior to
such adjustment by a fraction, of which the numerator shall be the number of
Warrant Shares purchasable upon the exercise of each Warrant immediately prior
to such adjustment, and of which the denominator shall be the number of Warrant
Shares purchasable immediately thereafter.

    


    (g)           No
adjustment in the number of Warrant Shares purchasable upon the exercise of each
Warrant need be made under paragraphs (b) and (c) if the Company issues or
distributes to each Holder of Warrants the rights options, warrants, or
convertible or exchangeable securities, or evidences of indebtedness or assets
referred to in those paragraphs which each Holder of Warrants would have been
entitled to receive had the Warrants been exercised prior to the happening of
such event or the record date with respect thereto.  No adjustment
need be made for a change in the par value of the Warrant Shares.

    


    (h)           For
the purpose of this Warrant, the term “Common Stock” shall mean (i) the class of
stock designated as the common shares or common stock of the Company at the date
of this Agreement, or (ii) any other class of stock resulting from successive
changes or reclassifications of such shares consisting solely of changes in par
value, or from par value to no par value, or from no par value to par
value.  In the event that at any time, as a result of an adjustment
made pursuant to paragraph (a) above, the Holders shall become entitled to
purchase any securities of the Company other than shares of Common Stock,
thereafter the number of such other shares so purchasable upon exercise of each
Warrant and the Warrant Price of such shares shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Warrant Shares contained in paragraphs (a)
through (i), inclusive, and the provisions of Section 3 and Section 10.4,
inclusive, with respect to the Warrant Shares, shall apply on like terms to any
such other securities.

    


    (i)           Upon
the expiration of any rights, options, warrants or conversion or exchange
privileges, if any thereof shall not have been exercised, the Warrant Price and
the number of Warrant Shares purchasable upon the exercise of each Warrant
shall, upon such expiration, be readjusted and shall thereafter be such as it
would have been had it been originally adjusted (or had the original adjustment
not been required, as the case may be) as if (A) the only shares of Common Stock
so issued were the shares of Common Stock, if any, actually issued or sold upon
the exercise of such rights, options, warrants or conversion or exchange rights
and (B) such shares of Common


    
      
        
          


           

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    Stock, if
any, were issued or sold for the consideration actually received by the Company
upon such exercise plus the aggregate consideration, if any, actually received
by the Company for the issuance, sale or grant of all such rights, options,
warrants or conversion or exchange rights whether or not exercised.

    


    10.2     Notice of
Adjustment.  Whenever the number of Warrant Shares purchasable
upon the exercise of each Warrant or the Warrant Price of such Warrant Shares is
adjusted, as herein provided, the Company shall, or in the event that a warrant
agent is appointed, the Company shall cause the warrant agent promptly to, mail
by first class, postage prepaid, to each Holder notice of such adjustment or
adjustments.  Such notice shall set forth the number of Warrant Shares
purchasable upon the exercise of each Warrant and the Warrant Price of such
Warrant Shares after such adjustment, setting forth a brief statement of the
facts requiring such adjustment and setting forth the computation by which such
adjustment was made.

    


    10.3     No Adjustment for
Dividends.  Except as provided in Section 10.1, no adjustment
in respect of any dividends shall be made during the term of a Warrant or upon
the exercise of a Warrant.

    


    10.4     Preservation of Purchase
Rights Upon Merger, Consolidation, etc.  In case of any
consolidation of the Company with or merger of the Company into another
corporation or in case of any sale, transfer or lease to another corporation of
all or substantially all the property of the Company, the Company or such
successor or purchasing corporation, as the case may be, shall execute an
agreement that each Holder shall have the right thereafter, upon such Holder’s
election, either (i) upon payment of the Warrant Price in effect immediately
prior to such action, to purchase upon exercise of each Warrant the kind and
amount of shares and other securities and property (including cash) which he
would have owned or have been entitled to receive after the happening of such
consolidation, merger, sale, transfer or lease had such Warrant been exercised
immediately prior to such action (such shares and other securities and property
(including cash) being referred to as the “Sale Consideration”) or (ii) to
receive, in cancellation of such Warrant (and in lieu of paying the Warrant
price and exercising such Warrant), the Sale Consideration less a portion
thereof having a fair market value (as reasonably determined by the Company)
equal to the Warrant Price (it being understood that, if the Sale Consideration
consists of more than one type of shares, other securities or property, the
amount of each type of shares, other securities or property to be received shall
be reduced proportionately); provided, however, that no adjustment in respect of
dividends, interest or other income on or from such shares or other securities
and property shall be made during the term of a Warrant or upon the exercise of
a Warrant.  The Company shall mail by first class mail, postage
prepaid, to each Holder, notice of the execution of any such
agreement.  Such agreement shall provide for adjustments, which shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Section 10.  The provisions of this paragraph shall similarly
apply to successive consolidations, mergers, sales, transfers or
leases.  The warrant agent (if appointed) shall be under no duty or
responsibility to determine the correctness of any provisions contained in any
such agreement relating to the kind or amount of shares of stock or other
securities or property receivable upon exercise of Warrants or with respect to
the method employed and provided therein for any adjustments and shall be
entitled to rely upon the provisions contained in any such
agreement.

     

    
      
        
        

      

      
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    10.5     Statement on
Warrants.  Irrespective of any adjustments in the Warrant Price
or the number or kind of shares purchasable upon the exercise of the Warrants,
Warrants issued before or after such adjustment may continue to express the same
price and number and kind of shares as are stated in the Warrants initially
issuable pursuant to this Agreement.

    


    Section
11.        Reservation of Warrant
Shares; Purchase and Cancellation of Warrants.

    


    11.1     Reservation of Warrant
Shares.  There have been reserved, and the Company shall at all
times keep reserved, out of its authorized Common Stock, a number of shares of
Common Stock sufficient to provide for the exercise of the rights of purchase
represented by the outstanding Warrants and any additional Warrants issuable
hereunder.  The Transfer Agent for the Common Stock and every
subsequent transfer agent for any shares of the Company’s capital stock issuable
upon the exercise of any of the rights of purchase aforesaid will be irrevocably
authorized and directed at all times to reserve such number of authorized shares
as shall be required for such purpose.  The Company will keep a copy
of this Agreement on file with the Transfer Agent for the Common Stock and with
every subsequent transfer agent for any shares of the Company’s capital stock
issuable upon the exercise of the rights of purchase represented by the
Warrants.  The warrant agent, if appointed, will be irrevocably
authorized to requisition from time to time from such Transfer Agent the stock
certificates required to honor outstanding Warrants upon exercise thereof in
accordance with the terms of this Agreement.  The Company will supply
such Transfer Agent with duly executed stock certificates for such purposes and
will provide or otherwise make available any cash which may be payable as
provided in Section 12.  The Company will furnish such Transfer Agent
a copy of all notices of adjustments and certificates related thereto,
transmitted to each Holder pursuant to Section 10.2.

    


    11.2     Purchase of Warrants by the
Company.  The Company shall have the right, except as limited
by law, other agreements or herein, with the consent of the Holder, to purchase
or otherwise acquire Warrants at such times, in such manner and for such
consideration as it may deem appropriate.

    


    11.3     Cancellation of
Warrants.  In the event the Company shall purchase or otherwise
acquire Warrants, the same shall thereupon be cancelled and
retired.  The warrant agent (if so appointed) shall cancel any Warrant
surrendered for exchange, substitution, transfer or exercise in whole or in
part.

    


      
Section 12.     Fractional
Interests.  The Company shall not be required to issue
fractional Warrant Shares on the exercise of Warrants.  If more than
one Warrant shall be presented for exercise in full at the same time by the same
Holder, the number of full Warrant Shares which shall be issuable upon the
exercise thereof shall be computed on the basis of the aggregate number of
Warrant Shares purchasable on exercise of the Warrants so
presented.  If any fraction of a Warrant Share would, except for the
provisions of this Section 12, be issuable on the exercise of any Warrant (or
specified portion thereof), the Company shall pay an amount in cash equal to the
average of the daily closing sale prices (determined in accordance with
paragraph (d) of Section 10.1) per share of


    
      
        
          


           

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    Common
Stock for the 20 consecutive trading days ending one trading day prior to the
date the Warrant is presented for exercise, multiplied by such
fraction.

    


      
Section 13.     No Rights as Shareholders;
Notices to Holders.  Nothing contained in this Agreement or in
any of the Warrants shall be construed as conferring upon the Holders or their
transferees the right to vote or to receive dividends or to consent or to
receive notice as shareholders in respect of any meeting of shareholders for the
election of directors of the Company or any other matter, or any rights
whatsoever as shareholders of the Company.  If, however, at any time
prior to the expiration of the Warrants and prior to their exercise, any of the
following events shall occur:

    


    (a)           the
Company shall declare any dividend payable in any securities upon its shares of
Common Stock or make any distribution (other than a regular cash dividend, as
such dividend may be increased from time to time, or a dividend payable in
shares of Common Stock) to the holders of its shares of Common Stock;
or

    


    (b)           the
Company shall offer to the holders of its shares of Common Stock on a pro rata
basis any cash, additional shares of Common Stock or other securities of the
Company or any right to subscribe for or purchase any thereof; or

    


    (c)           a
dissolution, liquidation or winding up of the Company (other than in connection
with a consolidation, merger, sale, transfer or lease of all or substantially
all of its property, assets, and business as an entirety) shall be
proposed,

    


    then in
any one or more of said events the Company shall (i) give notice in writing of
such event as provided in Section 15 and (ii) if the Warrants have been
registered pursuant to the Act, cause notice of such event to be published once
in The Wall Street Journal (national edition), such giving of notice and
publication to be completed at least 10 days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the
stockholders entitled to such dividend, distribution, or subscription rights or
for the determination of stockholders entitled to vote on such proposed
dissolution, liquidation or winding up or the date of expiration of such
offer.  Such notice shall specify such record date or the date of
closing the transfer books or the date of expiration, as the case may
be.  Failure to publish, mail or receive such notice or any defect
therein or in the publication or mailing thereof shall not affect the validity
of any action in connection with such dividend, distribution or subscription
rights, or such proposed dissolution, liquidation or winding up, or such
offer.

    


      
Section 14.     Appointment of Warrant
Agent.  At such time as the Company shall register Warrants
under the Act, the Company shall appoint a warrant agent to act on behalf of the
Company in connection with the issuance, division, transfer and exercise of
Warrants.  At such time as the Company appoints a warrant agent, the
Company shall enter into a new Warrant Agreement with the warrant agent pursuant
to which all new Warrants will be issued upon registration of transfer or
division, which will reflect the appointment of the warrant agent, as well as
additional customary provisions as shall be reasonably requested by the warrant
agent in connection with the performance of its duties.  In the event
that a warrant agent is appointed, the Company shall (i) promptly notify
the


    
      
        
          


           

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    Holders
of such appointment and the place designated for transfer, exchange and exercise
of the Warrants, and (ii) take such steps as are necessary to insure that
Warrants issued prior to such appointment may be exchanged for Warrants
countersigned by the warrant agent.

    


        Section
15.     Notices; Principal
Office.  Any notice pursuant to this Agreement by the Company
or by any Holder to the warrant agent (if so appointed), or by the warrant agent
(if so appointed) or by any Holder to the Company, shall be in writing and shall
be delivered in person, or mailed first class, postage prepaid (a) to the
Company, at its office, Attention: Chief Financial Officer, or (b) to the
warrant agent, at its offices as designated at the time the warrant agent is
appointed.  The address of the principal office of the Company is 1301
Harbor Bay Parkway, Suite 100, Alameda, California 94502.  Any notice
mailed pursuant to this Agreement by the Company or the warrant agent to the
Holders shall be in writing and shall be mailed first class, postage prepaid, or
otherwise delivered, to such Holders at their respective addresses on the books
of the Company or the warrant agent, as the case may be.  Each party
hereto and any Holder may from time to time change the address to which notices
to it are to be delivered or mailed hereunder by notice to the other
party.

    


       
Section 16.    Successors.  Except
as expressly provided herein to the contrary, all the covenants and provisions
of this Agreement by or for the benefit of the Company and the Holders hall bind
and inure to the benefit of their respective successors and permitted assigns
hereunder.

    


        Section
17.    Merger or Consolidation of
the Company.  The Company will not merge or consolidate with or
into, or sell, transfer or lease all or substantially all of its property to,
any other corporation unless the successor or purchasing corporation, as the
case may be (if not the Company), shall expressly assume, by supplemental
agreement, the due and punctual performance and observance of each and every
covenant and condition of this Agreement to be performed and observed by the
Company.

    


       
Section 18.    Legends.  The
Warrants and Warrant Shares issued pursuant to this Agreement shall bear an
appropriate legend, conspicuously disclosing the restrictions on exercise and
transfer under Section 7.2 of this Agreement until the same are registered for
sale under the Act.  The Company agrees that upon the sale of the
Warrants and Warrant Shares pursuant to a registration statement or an
exemption, upon the presentation of the certificates containing such a
legend  to it’s transfer agent, it will remove such
legend.  The Company further agrees to remove the legend at such time
as registration under the Act shall no longer be required.

    


       Section
19.    Applicable
Law.  This Agreement and each Warrant issued hereunder shall be
governed by and construed in accordance with the laws of the State of
California, without giving effect to principles of conflict of
laws.

    


       Section
20.     Benefits of this
Agreement.  Nothing in this Agreement shall be construed to
give to any person or corporation other than the Company, the warrant agent (if
appointed) and the Holders any legal or equitable right, remedy or claim under
this Agreement; but this Agreement shall


    
      
        
          


           

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    be for
the sole and exclusive benefit of the Company, the warrant agent and the Holders
of the Warrants.

    


       
Section 21.    Counterparts.  This
Agreement may be executed in any number of counterparts  (including by
separate counterpart signature pages) and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.

    


       
Section 22.     Captions.  The
captions of the Sections and subsections of this Agreement have been inserted
for convenience only and shall have no substantive effect.

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.

    


    BIOTIME,
INC.

    


    


    By:    /s/ Robert W.
Peabody           
 

    Robert W.
Peabody,

    Senior
Vice President and

    Chief
Operating Officer

    


    


    Attest:

    


    By:   
/s/ Judith
Segall                                       
          


    Judith
Segall, Secretary


    
      
        
          


           

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    HOLDERS:

    


    


            
 /s/ George
Karfunkel                            
     

    George
Karfunkel

    


    
      	
               
      

            	
              Address:

            	
              59
      Maiden Lane

            


    

    New York,
NY  10038

    FAX:
(718) 921-8340

    


    


    Broadwood
Partners, L.P.

    


    By:  Broadwood
Capital, Inc., General Partner

    


    


    By:       /s/ Neal C.
Bradsher              
  

    Neal C.
Bradsher, President

    


    Address:               724
Fifth Avenue

    9th
Floor

    New York,
NY 10019

    FAX:  (212)
508-5756

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
          


           

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     EXHIBIT
A

    


    


    THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNDER APPLICABLE STATE SECURITIES LAWS.  THIS WARRANT MAY NOT BE
EXERCISED, SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED EXCEPT UNDER AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

    


    VOID
AFTER 5:00 P.M. NEW YORK TIME, October 31, 2010

    


                                                                                   

      
        
          
            	 Certificate
      No. ___	
                    Warrant to
      Purchase

                  
	 	 [Insert number
      of Shares]
	 	 Shares of
      Common Stock


          

        

      

    

    


    BIOTIME,
INC.

    COMMON
STOCK PURCHASE WARRANTS

    


    This
certifies that, for value received, _____________ or registered assigns (the
“Holder”), is entitled to purchase from BioTime, Inc. a California corporation
(the “Company”), at a purchase price per share of Two Dollars ($2.00) (the
“Warrant Price”), the number of its Common Shares, no par value per share (the
“Common Stock”), shown above.  The number of shares purchasable upon
exercise of the Common Stock Purchase Warrants (the “Warrants”) and the Warrant
Price are subject to adjustment from time to time as set forth in the Warrant
Agreement referred to below.  Outstanding Warrants not exercised prior
to 5:00 p.m., New York time, on October 31, 2010 shall thereafter be
void.

    


    Subject
to restriction specified in the Warrant Agreement, Warrants may be exercised in
whole or in part by presentation of this Warrant Certificate with the Purchase
Form on the reverse side hereof duly executed, which signature shall be
guaranteed by a financial institution that is a participant in a recognized
signature guarantee program, and simultaneous payment of the Warrant Price (or
as otherwise set forth in Section 10.4 of the Warrant Agreement) at the
principal office of the Company (or if a warrant agent is appointed, at the
principal office of the warrant agent).  Payment of the Warrant Price
shall be made by bank wire transfer to the account of the Company, in cash, or
by certified or bank cashier’s check as provided in Section 3 of the Warrant
Agreement.  As provided in the Warrant Agreement, the Warrant Price
and the number or kind of shares which may be purchased upon the exercise of the
Warrant evidenced by this Warrant Certificate are, upon the happening of certain
events, subject to modification and adjustment.

     

    
      
        
        

      

      
        
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    The
Warrants evidenced by this Warrant Certificate may be redeemed by the Company,
at its election, at any time, if (a) a registration statement that includes the
Warrants and Warrant Shares is then effective under the Securities Act of 1933,
as amended, and (b) the closing price of the Common Stock on a national
securities exchange or the Nasdaq Stock Market equals or exceeds 200% of the
Warrant Price for any fifteen (15) consecutive trading days ending not more than
thirty (30) days prior to the date of the notice given pursuant to Section 6.2
of the Warrant Agreement.  From and after the date specified by the
Company for redemption of the Warrants (the “Redemption Date”), the Warrants
evidenced by this Warrant Certificate shall no longer be deemed outstanding and
all rights of the Holder of this Warrant Certificate shall cease and terminate,
except for the right of the registered Holder to receive payment of the
redemption price of one cent ($0.01) per Warrant Share upon presentation and
surrender of this Warrant Certificate.  The Redemption Date shall
abate, and the notice of redemption shall be of no effect, if the closing price
or average bid price of the Common Stock, as applicable under Section 6.1 of the
Warrant Agreement, does not equal or exceed 120% of the Warrant Price on the
Redemption Date and the five trading days immediately preceding the Redemption
Date, but the right Company shall have the right to redeem the Warrants at a
future date if the conditions set forth in Section 6.1 of the Warrant Agreement
are subsequently met and a new notice setting a new Redemption Date is sent to
Warrant holders.

    


    This
Warrant Certificate is issued under and in accordance with a Warrant Agreement
dated as of May 13, 2009, and is subject to the terms and provisions contained
in the Warrant Agreement, to all of which the Holder of this Warrant Certificate
by acceptance of this Warrant Certificate consents.  A copy of the
Warrant Agreement may be obtained by the Holder hereof upon written request to
the Company.  In the event that pursuant to Section 14 of the Warrant
Agreement a warrant agent is appointed and a new warrant agreement entered into
between the Company and such warrant agent, then such new warrant agreement
shall constitute the Warrant Agreement for purposes hereof and this Warrant
Certificate shall be deemed to have been issued pursuant to such new warrant
agreement.

    


    Upon any
partial exercise of the Warrant evidenced by this Warrant Certificate, there
shall be issued to the Holder hereof a new Warrant Certificate in respect of the
shares of Common Stock as to which the Warrant evidenced by this Warrant
Certificate shall not have been exercised.  This Warrant Certificate
may be exchanged at the office of the Company (or the warrant agent, if
appointed) by surrender of this Warrant Certificate properly endorsed either
separately or in combination with one or more other Warrant Certificates for one
or more new Warrant Certificates evidencing the right of the Holder thereof to
purchase the aggregate number of shares as were purchasable on exercise of the
Warrants evidenced by the Warrant Certificate or Certificates
exchanged.  No fractional shares will be issued upon the exercise of
any Warrant, but the Company will pay the cash value thereof determined as
provided in the Warrant Agreement.  This Warrant Certificate is
transferable at the office of the Company (or the warrant agent, if appointed)
in the manner and subject to the limitations set forth in the Warrant
Agreement.

     

     

    
      
        
        

      

      
        
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    The
Holder hereof may be treated by the Company, the warrant agent (if appointed)
and all other persons dealing with this Warrant Certificate as the absolute
owner hereof for any purpose and as the person entitled to exercise the rights
represented hereby, or to the transfer hereof on the books of the Company, any
notice to the contrary notwithstanding, and until such transfer on such books,
the Company (and the warrant agent, if appointed) may treat the Holder hereof as
the owner for all purposes.

    


    Neither
the Warrant nor this Warrant Certificate entitles any Holder to any of the
rights of a stockholder of the Company.

    


    [This
Warrant Certificate shall not be valid or obligatory for any purpose until it
shall have been countersigned by the warrant agent.]*

    


    DATED:

    


    BIOTIME,
INC.

    


    


    (Seal)                                                                             
By:________________________

    
 

    Title:
______________________

    


    Attest:____________________

    


    


    [COUNTERSIGNED:

    


    


    WARRANT
AGENT

    


    


    By:_________________________]*

    Authorized
Signature

    


    ____________________

    


    
      	
              *

            	
              To
      be part of the Warrant only after the appointment of a warrant agent
      pursuant to Section 14 of the Warrant
Agreement.

            


    

    



    
      
        
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    PURCHASE
FORM

     

    (To be
executed upon exercise of Warrant)

    


    


    


    To
BioTime, Inc.:

    


    The
undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant Certificate for, and to purchase thereunder,
_______ shares of Common Stock, as provided for therein, and tenders herewith
payment of the Warrant Price in full in the form of a bank wire transfer to the
account of the Company, cash, a certified check, or bank cashier’s check in the
amount of $______________.

    


    Please
issue a certificate or certificates for such shares of Common Stock in the name
of, and pay any cash for any fractional share to:

    


    ____________________________________

    (Please
Print Name)

    


    ____________________________________

    (Please
Print Address)

    


    ____________________________________

    (Social
Security Number or

    Other
Taxpayer Identification Number)

    


    ____________________________________

     (Signature)

    


    
      	
              NOTE:

            	
              The
      above signature should correspond exactly with the name on the face of
      this Warrant Certificate or with the name of the assignee appearing in the
      assignment form below.

            


    

    


    And, if
said number of shares shall not be all the shares purchasable under the within
Warrant Certificate, a new Warrant Certificate is to be issued in the name of
said undersigned for the balance remaining of the share purchasable thereunder
less any fraction of a share paid in cash.


    
      
        
          W-4

          


        

         


      

      
         


        
          

        

      

      
         


      

    

    ASSIGNMENT

    


    (To be
executed only upon assignment of Warrant Certificate)

    


    For value
received, _____________ hereby sells, assigns and transfers unto _______________
the within Warrant Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint _________________
attorney, to transfer said Warrant Certificate on the books of the within-named
Company, with full power of substitution in the premises.

    


    


    Dated:___________________                                                                                                           ________________________________

                        (Signature)

    


    
      	
               
      

            	
                                     NOTE:

            	
                 
      The above signature should

                 
      correspond exactly with the name on

                
       the face of this Warrant
Certificate.

            


    

     

     

    
 

    
      W-
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