ex4_6.htm


     Exhibit
4.6

    


    


    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.

     

    
      
        
        

      

      
        
          W-
1

        

        
          

        

      

      
        
        

      

    

    


    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.

     

     

    
      
        
        

      

      
        
          W-
2

        

        
          

        

      

      
        
        

      

    

    


    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.

            


    

    



    
      
        
          W-
3

          


        

         


      

      
         


        
          

        

      

      
         


      

    

    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-
5