Exhibit 10.1
    

    
      STOCK PURCHASE AGREEMENT
    

    
      THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of
      October 2, 2015 (the “Effective Date”) by and between BioTime, Inc., a
      California corporation (the “Company”) and the undersigned identified on
      the signature page attached hereto (“Purchaser”).
    

    
      ARTICLE 1.
PURCHASE AND SALE OF SHARES
    

    
      1.1 Sale of Shares.  Purchaser hereby irrevocably agrees to
      purchase from the Company, and the Company agrees to sell to Purchaser
      pursuant to the Registration Statement (as defined below), the number of
      common shares, no par value (“Shares”), shown on the signature page of
      this Agreement, at the price of $3.19 per Share (the “Purchase Price”).  
    

    
      ARTICLE 2.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
    

    
      Except as set forth in the most current prospectus (the “Prospectus”)
      included in Registration Statement on Form S-3 (File No. 333-201824)
      (the “Registration Statement”) under the Securities Act of 1933, as
      amended (the “Securities Act”) registering the offer and sale of the
      Shares, and in a prospectus supplement filed in accordance with Rule
      424(b) under the Securities Act describing the offer of the Shares (the
      “Prospectus Supplement”), including all documents and information
      incorporated by reference therein, the Company represents and warrants
      to Purchaser that:
    

    
      2.1 Organization.  The Company is a corporation duly
      organized, validly existing and in good standing under the laws of the
      state of California.  The Company is duly qualified to do business in
      the state of California and in each other state in which it is doing
      business and where the failure to so qualify could have a material
      adverse effect on its business, operations, or properties, or could
      subject the Company to fines or penalties that are material to the
      Company’s financial condition.
    

    
      2.2 Authority; Enforceability.  The Company has the
      power and authority to execute and deliver this Agreement and to perform
      all of its obligations hereunder.  This Agreement has been duly
      authorized, executed and delivered by the Company and is the valid and
      binding agreement of the Company, enforceable in accordance with its
      terms subject to:  (i) laws of general application relating to
      bankruptcy, insolvency and the relief of debtors; and (ii) general
      principles of equity.  
    

    
      2.3 Valid Issuance of Shares.  The Shares that are
      being purchased by Purchaser hereunder, when issued, sold and delivered
      in accordance with the terms of this Agreement, including payment of the
      Purchase Price, will be duly and validly issued, fully paid, and
      nonassessable.  
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      2.4 Capitalization.  The Company is authorized to issue
      the following shares of capital stock: 125,000,000 common shares, no par
      value, and 2,000,000 preferred shares, no par value.  As of September 2,
      2015, there were: no preferred shares issued and outstanding; 84,156,127
      common shares issued and 79,262,185 common shares outstanding excluding
      4,893,942  common shares held by subsidiaries and treated as treasury
      shares.  
    

    
      2.5 Disclosure Documents; Financial Statements.  The
      Company has filed all reports required to be filed by it under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      including pursuant to Section 13(a) or 15(d) thereof (the foregoing
      materials being collectively referred to herein as the SEC Reports),
      during the twelve (12) months prior to the date hereof.  None of the SEC
      Reports, when filed, contained any untrue statement of a material fact
      or omitted to state a material fact required to be stated therein or
      necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading.  The financial
      statements of the Company included in the SEC Reports (i) have been
      prepared in accordance with United States generally accepted accounting
      principles (“GAAP”) applied on a consistent basis during the periods
      involved, except as may be otherwise specified in such financial
      statements or the notes thereto, or, in the case of unaudited
      statements, as permitted by Form 10-Q, and except that the unaudited
      financial statements may not contain footnotes and are subject to normal
      and recurring year-end adjustments that will not, individually or in the
      aggregate, be material in amount); and (ii) fairly present in all
      material respects the consolidated financial position of the Company and
      its subsidiaries on a consolidated basis as of the respective dates
      thereof and the consolidated results of operations and cash flows of the
      Company and its subsidiaries for the periods covered thereby.
    

    
      2.6 Absence of Certain Changes.  Since June 30, 2015,
      except as specifically disclosed in SEC Reports, (i) there has not been
      any material adverse change in the financial condition, assets,
      liabilities, revenues, or business of the Company and its subsidiaries,
      taken as a whole, (ii) the Company has not incurred any liabilities
      (contingent or otherwise) other than (A) trade payables, accrued
      expenses, licensing fees and similar expenses, and other liabilities
      incurred in the ordinary course of business consistent with past
      practice, (B) liabilities not required to be reflected in the Company’s
      financial statements pursuant to GAAP or not required to be disclosed in
      filings made with the Securities and Exchange Commission (“SEC”), and
      (C) liabilities arising under this Agreement, and (iii) the Company has
      not declared or made any dividend or distribution of cash or other
      property to its stockholders or purchased, redeemed, or made any
      agreements to purchase or redeem any shares of its capital stock.
    

    
      2.7 Internal Controls.  The Company maintains a process of
      “internal controls over financial reporting” (as defined in Rules
      13a-15(f) and 15d-15(f) under the Exchange Act) that is designed to
      provide reasonable assurances:  (i) that transactions are recorded as
      necessary to permit preparation of financial statements in accordance
      with generally accepted accounting principles; (ii) that receipts and
      expenditures are being made only in accordance with the authorizations
      of management and directors; and (iii) regarding prevention or timely
      detection of the unauthorized acquisition, use or disposition of the
      assets of the Company and its subsidiaries that could have a material
      effect on the financial statements.  The Company maintains a system of
      “disclosure controls and procedures” (as defined in Rules 13a-15(e) and
      15d-15(e) under the Exchange Act) that is designed to provide reasonable
      assurances that all material information required to be disclosed by the
      Company in the reports that it files or submits under the Exchange Act
      is accumulated and communicated to the Company’s management, as
      appropriate, to allow timely decisions regarding required disclosure,
      and otherwise to ensure that information required to be disclosed by the
      Company in the reports that it files or submits under the Exchange Act
      is recorded, processed, summarized and reported within the time periods
      specified in the rules and regulations of the SEC.
    

    

    

    
      
        

        

      

      
        
          2
        

        
          


        

      

      
        

        

      

    

    

    

    
      2.8 Registration Statement.  
    

    
           (a) The Company has prepared and filed the Registration Statement
      in conformity with the requirements of the Securities Act. The
      Registration Statement is effective under the Securities Act and no stop
      order preventing or suspending the effectiveness of the Registration
      Statement or suspending or preventing the use of the Prospectus or the
      Prospectus Supplement has been issued by the SEC and no proceedings for
      that purpose have been instituted or, to the knowledge of the Company,
      are threatened by the SEC. The Company shall file a final Prospectus
      Supplement with the SEC pursuant to Rule 424(b) no later than two (2)
      business days after the Effective Date.  The Registration Statement, and
      the Prospectus together with the Prospectus Supplement, do not contain
      an untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements contained therein, in light of
      the circumstances under which they were made, not misleading.
    

    
           (b) When issued pursuant to this Agreement and the Registration
      Statement at Closing, the Shares will be free of restrictions on
      transfer under the Securities Act, other than such restrictions as may
      be applicable under Rule 144 under the Securities Act with respect to
      sales or transfers of securities by an affiliate (as defined in Rule
      144) of the issuer should Purchaser be or become an affiliate of the
      Company.
    

    
      2.9 Listing and Maintenance Requirements.  The
      Company has not, in the 12 months preceding the date hereof, received
      notice from the NYSE MKT to the effect that the Company is not in
      compliance with the listing or maintenance requirements of the NYSE
      MKT.  
    

    
      2.10 Taxes.  Since January 1, 2013, the Company has
      filed when due all federal, state, and local income tax returns, and all
      other returns with respect to taxes which are required to be filed with
      the appropriate authorities of the jurisdictions where business is
      transacted by the Company, or where the Company owns any property, and
      any taxes due, as reflected on such tax returns, have been paid.
    

    
      2.11 Subsidiaries.  The Company’s subsidiaries are shown
      in its Quarterly Report on Form 10-Q for the three and six months ended
      June 30, 2015.
    

    

    

    
      
        

        

      

      
        
          3
        

        
          


        

      

      
        

        

      

    

    

    

    
      2.12 No Conflict.  The Company is not in violation or
      default of any provision of its Articles of Incorporation or bylaws, and
      is not in violation or default in any material respect of any
      instrument, judgment, order, writ, decree or contract to which it is a
      party or by which it is bound, or, to its knowledge, of any provision of
      any federal or state statute, rule or regulation applicable to it.  The
      execution and delivery of this Agreement and consummation of the sale of
      the Shares contemplated by this Agreement (a) do not and will not
      violate any provisions of (i) any rule, regulation, statute, or law,
      (ii) the terms of any order, writ or decree of any court or judicial or
      regulatory authority or body, (iii) the Articles of Incorporation or
      bylaws of the Company, or (iv) the rules and regulations of the NYSE MKT
      applicable to the listing of the Company’s common shares, (b) will not
      conflict with or result in a breach of any condition or provision or
      constitute a default under or pursuant to the terms of any Material
      Contract (as defined below), and (c) will not result in the creation or
      imposition of any lien, charge or encumbrance upon any of the Shares or
      upon any of the assets or properties of the Company.  The term Material
      Contract means any contract, agreement, license, lease, deed of trust,
      mortgage, lien, debenture, promissory note, or instrument to which the
      Company is a party (i) the termination of or default under which could
      have a material adverse effect on the business, financial condition,
      assets or prospects of the Company, or (ii) that constitutes a lien or
      security interest on any real or personal property of the Company the
      loss of which through a foreclosure sale would have a material adverse
      effect on the business, financial condition, assets or prospects of the
      Company.
    

    
      2.13 Litigation.  Other than as disclosed in the SEC Reports,
      there is no lawsuit, arbitration proceeding, or administrative action or
      proceeding pending or threatened against the Company which (a) questions
      the validity of this Agreement or any action taken or to be taken by the
      Company in connection with this Agreement or the issue and sale of the
      Shares hereunder, (b) alleges any infringement of any trademark, service
      mark, or patent by the Company, or (c) if adversely decided would have a
      material adverse effect upon the business, financial condition, assets
      or prospects of the Company.
    

    
      2.14 Patents and Trademarks.  The Company is the sole and
      exclusive owner of or has a valid license to use all patents,
      trademarks, service marks, trade names, copyrights, trade secrets,
      information, proprietary rights and processes presently used by the
      Company in its business as now conducted, without any conflict with or,
      to the Company’s knowledge infringement of the rights of others, except
      as disclosed in the SEC Reports.  The Company has not received any
      communications alleging that it has violated or, by conducting its
      business as presently conducted, violates any of the patents,
      trademarks, service marks, trade names, copyrights or trade secrets or
      other proprietary rights of any other person or entity.  
    

    
      2.15 Title to Property.  The Company has good and marketable
      title to its property and assets free and clear of all mortgages, liens,
      loans and encumbrances.  Title to all of the personal and real property
      used by the Company is held in the name of the Company or a subsidiary
      or is licensed or leased from a third party.  With respect to the
      property leased or licensed from a third party, the Company is in
      compliance with such leases and licenses in all material respects and,
      to Company's knowledge, the Company holds a valid leasehold or license.
      All facilities, machinery, equipment, fixtures, vehicles and other
      properties owned, leased or used by the Company are in good operating
      condition and repair (subject to ordinary wear and tear) and are
      reasonably fit and usable for the purposes for which they are being used.
    

    

    

    
      
        

        

      

      
        
          4
        

        
          


        

      

      
        

        

      

    

    

    

    
      2.16 Regulatory Permits. The Company possess all certificates,
      authorizations and permits issued by the appropriate federal, state,
      local or foreign regulatory authorities necessary to conduct its
      businesses as described in the SEC Reports (“Permits”), except where the
      failure to possess such Permits would not result in a material adverse
      effect, and the Company has not received any notice of proceedings
      relating to the revocation or modification of any Permit, the revocation
      or proposed modification of which would result in a material adverse
      effect.
    

    
      2.17 Employee Benefit Plans.  Other than the Company’s Equity
      Incentive Plan and stock option and similar equity incentive plans
      maintained by Company subsidiaries, the Company does not have and has
      never maintained or sponsored any Employee Benefit Plan as defined in
      the Employee Retirement Income Security Act of 1974, as amended.
    

    
      2.18 Labor Agreements and Actions; Employee Compensation.  The
      Company is not be bound by or subject to (and none of its assets or
      properties is bound by or subject to) any written or oral contract,
      commitment or arrangement with any labor union, and no labor union has
      requested or, to the Company's knowledge, has sought to represent any of
      the employees, representatives or agents of the Company.  There is no
      strike or other labor dispute involving the Company pending, nor to the
      Company's knowledge, threatened, that could have a material adverse
      effect on the assets, properties, financial condition, operating results
      or business of the Company, nor is the Company aware of any labor
      organization activity involving its employees.  The Company is not aware
      that any officer or key employee, or that any group of key employees,
      intends to terminate their employment the Company, nor does the Company
      have a present intention to terminate the employment of any of the
      foregoing.  The employment of each officer and employee of the Company
      is terminable at the will of the Company.  To its knowledge, the Company
      has complied in all material respects with all applicable state and
      federal equal employment opportunity and other laws related to
      employment.
    

    

    

    
      
        

        

      

      
        
          5
        

        
          


        

      

      
        

        

      

    

    

    

    
      ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF PURCHASER
    

    
      Purchaser hereby represents and warrants with respect to only itself to
      the Company the following:
    

    
      3.1 Organization.  Purchaser, if not a natural person, is a
      corporation, limited liability company, partnership, trust or other
      entity duly organized, validly existing and in good standing under the
      laws of the state or other jurisdiction in which it is incorporated or
      otherwise organized.  
    

    
      3.2 Authority; Enforceability.  Purchaser has the power and
      authority to execute and deliver this Agreement and to perform all of
      its obligations under this Agreement.  This Agreement has been duly
      authorized and executed by Purchaser and is the valid and binding
      agreement of Purchaser enforceable in accordance with its terms, except
      (i) to the extent limited by any bankruptcy, insolvency, or similar law
      affecting the rights of creditors generally, and (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief
      or other equitable remedies.
    

    
      3.3 No Conflict.  The execution and delivery of this Agreement,
      and consummation of the transactions contemplated hereunder, including
      the purchase of the Shares, by Purchaser do not and will not violate any
      provisions of (i) any rule, regulation, statute, or law applicable to
      Purchaser or (ii) the terms of any order, writ, or decree of any court
      or judicial or regulatory authority or body by which Purchaser is bound,
      or (iii) the articles of incorporation, bylaws, or similar charter or
      governing documents of Purchaser.
    

    
      3.4 No Short Sales. Purchaser has not, nor has any person or
      entity acting on behalf of or pursuant to any understanding, agreement,
      or arrangement with Purchaser, directly or indirectly executed any
      “short sale,” as defined in SEC Rule SHO, of the common shares of the
      Company since June 30, 2015.  
    

    
      3.5 Place of Business or Residence.  Purchaser represents and
      warrants that Purchaser has Purchaser’s principal place of business or
      residence as set forth on the signature page of this Agreement.
    

    
      
        

        

      

      
        
          6
        

        
          


        

      

      
        

        

      

    

    

    

    
      ARTICLE 4.
CLOSING
    

    
      4.1 Time and Place of Closing.  The consummation of the
      purchase and sale of the Shares (“Closing”) shall take place in on the
      third Business Day after the execution and delivery of this Agreement by
      Purchasers and the Company (the “Closing Date”).  On the Closing Date,
      Purchaser shall pay in full the Purchase Price for the Shares purchased
      by wire transfer of the Purchase Price for the Shares being purchased by
      Purchaser, in immediately available funds, to an account designated by
      the Company.  The Purchase Price shall be paid in United States
      Dollars.  On the Closing Date, the Company shall issue to Purchaser the
      Shares purchased, against payment of the Purchase Price.  Closing shall
      occur at the principal office of the Company or at such other place as
      the parties may agree.  A “Business Day” shall be any day on which the
      banks in New York are not required or permitted to close.
    

    
      4.2 Documents to be Delivered By the Company.  The Company
      shall deliver the following documents to Purchaser at the Closing:
    

    
            (a) Prospectus.  A copy of
      the most current prospectus (the “Prospectus”) included in Registration
      Statement on Form S-3 (File No. 333-201824) under the Securities Act
      registering the offer and sale of the Shares (the “Registration
      Statement”), and a prospectus supplement filed in accordance with Rule
      424(b) under the Securities Act describing the offer of the Shares;
      provided that the Prospectus and Prospectus Supplement may be delivered
      in accordance with Rule 172 under the Securities Act;
    

    
           (b) Shares.  The Shares purchased
      by Purchaser, registered in the name of Purchaser delivered
      electronically via The Depository Trust Company Deposit / Withdrawal at
      Custodian system (“DWAC”).
    

    
      4.3 Conditions of the Company's Obligation to Close.  The
      obligation of the Company to sell the Shares to Purchaser on each
      Closing Date is conditioned upon the following:
    

    
            (a) Payment and
      Delivery.  The Company’s receipt of the Purchase Price for the Shares
      being sold to Purchaser;
    

    
            (b) Representations and
      Warranties.  The representations and warranties made by Purchaser in
      ARTICLE 3 of this Agreement shall be true and correct in all material
      respects when made and on the Closing Date; provided, that any
      representation and warranty that is itself qualified by a materiality
      standard shall be true and correct in all respects; and
    

    
            (c) Performance of
      Covenants.  Purchaser shall have fully performed all covenants and
      agreements required to be performed by Purchaser on or before the
      Closing Date.
    

    

    

    
      
        

        

      

      
        
          7
        

        
          


        

      

      
        

        

      

    

    

    

    
      4.4 Conditions of Purchaser’s Obligation to Close.  The
      obligation of Purchaser to purchase the Shares from the Company on any
      Closing Date is conditioned upon the following:
    

    
            (a) Delivery.  Purchaser's
      receipt of the items required to be delivered by the Company under
      Section 4.2.
    

    
            (b) Representations and
      Warranties.  The representations and warranties made by the Company in
      ARTICLE 2 of this Agreement shall be true and correct in all material
      respects when made and on the applicable Closing Date, unless made as of
      a specific date in which case they shall be accurate as of such date,
      and Purchaser shall have received from the Company a certificate, dated
      as of the Closing Date, to such effect signed by the Chief Executive
      Officer of the Company; provided, that any representation and warranty
      that is itself qualified by a materiality standard shall be true and
      correct in all respects.
    

    
            (c) Performance.  The Company
      shall have performed and complied with all agreements, obligations and
      conditions contained in this Agreement that are required to be performed
      or complied with by it on or before the applicable Closing Date.
    

    
            (d) Bankruptcy;
      Insolvency.  The Company shall not be subject to (i) any order for
      relief, or subject to any pending proceeding for reorganization or
      liquidation, under the United States Bankruptcy Code, as amended, or
      under any other law pertaining to insolvency of the Company or
      creditor’s rights generally, (ii) any appointment of a receiver for the
      Company or any of its assets, or (iii) any plan or action of dissolution
      or liquidation of the Company or its business.  
    

    
            (e) No Material Adverse
      Event.  No material adverse event shall have occurred since June 30,
      2015.
    

    
            (f) Listing.  The common
      shares of the Company shall be designated for quotation or listed on the
      NYSE MKT and on the Tel Aviv Stock Exchange (“TASE”), and the NYSE MKT
      and TASE shall not have suspended the listing or trading of the
      Company’s common shares, nor shall suspension by the SEC or the NYSE MKT
      or TASE have been threatened, as of the Closing Date, (A) in writing by
      the SEC, the NYSE MKT, or the TASE, or (B) by falling below applicable
      minimum listing maintenance requirements.
    

    

    

    
      
        

        

      

      
        
          8
        

        
          


        

      

      
        

        

      

    

    

    

    
      ARTICLE 5.
ADDITIONAL COVENANTS
    

    
      5.1 Further Assurances.  Each party will execute, acknowledge,
      and deliver such additional certificates and documents and will take
      such additional actions as the other party may reasonably request on or
      after a Closing Date to effect, complete or perfect the issue and sale
      of the Shares to Purchaser.
    

    
      5.2 Purchasers’ Market Activity.  Purchaser agrees that Purchaser
      shall not, prior to the public announcement by the Company that it has
      entered into this Agreement, engage in any stabilization activity in
      connection with the Company’s common shares, or otherwise bid for or
      engage in any purchase or sale, including any short sale (as defined in
      SEC Rule SHO) of the Company’s common shares, directly or through or in
      arrangement with  any entity in control of, controlled by, or under
      common control with Purchaser.  Purchaser covenants and agrees that
      until such time as the transactions contemplated by this Agreement are
      publicly disclosed by the Company pursuant to a press release, Purchaser
      will maintain the confidentiality of the existence and terms of this
      Agreement.
    

    
      5.3 Public Disclosure by the Company.  Following the execution of
      this Agreement, the Company shall issue a press release and file a
      Current Report on Form 8-K describing the terms of the transactions
      contemplated by this Agreement, in the form required by the Exchange Act
      and attaching this Agreement as an exhibit to such filing.
    

    
      5.4 Publicity.  No Purchaser shall issue any press release or
      make any similar public statement or communication disclosing the terms
      of this Agreement or the transactions hereunder without the prior
      written consent of the Company, provided that the Company’s consent
      shall not unreasonably be withheld or delayed if such disclosure is
      required by law and Purchaser shall have provided the Company with a
      copy of the proposed press release or other public statement or
      communication a reasonable time prior to the public release or
      dissemination thereof.
    

    
      ARTICLE 6.
MISCELLANEOUS
    

    
      6.1 Governing Law.  This Agreement shall be construed and
      governed in all respects by the internal laws of the State of California
      without giving effect to any choice of law rule that would cause the
      application of the laws of any jurisdiction other than the internal laws
      of the State of California to the rights and duties of the parties.  All
      disputes and controversies arising out of or in connection with this
      Agreement shall be resolved non-exclusively by the state and federal
      courts located in the State of New York and the State of California, and
      each party agrees to submit to the jurisdiction of said courts.
    

    
      6.2 Successors and Assigns.  The parties may not assign their
      rights or obligations under this Agreement, directly or by operation of
      law, without the consent of the other party.  The provisions of this
      Agreement shall inure to the benefit of, and be binding upon, the
      respective successors, assigns, heirs, executors and administrators of
      Purchaser and the Company.
    

    

    

    
      
        

        

      

      
        
          9
        

        
          


        

      

      
        

        

      

    

    

    

    
      6.3 Entire Agreement; Amendment.  This Agreement constitutes the
      full and entire understanding and agreement among the parties with
      regard to the subject matter of this Agreement.  This Agreement and any
      term of this Agreement may be amended, waived, discharged or terminated
      only by a written instrument signed by the parties.  
    

    
      6.4 Notices, etc.  All notices and other communications required
      or permitted to be given pursuant to this Agreement shall be in writing
      and shall be deemed given (a) four (4) days after being deposited in the
      mail, certified air postage prepaid, return receipt requested, or (b)
      when delivered by hand, by messenger or next Business Day or overseas
      express air freight service (such as FedEX or DHL), or (c) on the date
      of facsimile transmission (FAX)  or electronic mail (email) if sent at
      or prior to 5:30 p.m. (New York City time) on a Business Day, or the
      next Business Day after the date of facsimile or email transmission, if
      sent on a day that is not a Business Day or later than 5:30 p.m. (New
      York City time) on a Business Day, in any case addressed as follows:  
    


    	
           
        	
          To Purchaser:
        	
           
        	
          
                      At the address or FAX number or email address of
            Purchaser shown on the signature page of this Agreement
          

        
	

        	

        	

        	
           
        
	

        	
          To the Company:
        	

        	
          BioTime Inc.
        
	

        	

        	

        	
          1301 Harbor Bay Parkway
        
	

        	

        	

        	
          Alameda, California 94502
        
	

        	

        	

        	
          Attention: Chief Financial Officer
        
	

        	

        	

        	
          FAX: (510) 521- 3389
        
	

        	

        	

        	
          Email: rpeabody@biotimemail.com
        


    

    

    

    
      Any party may change its address for the purpose of this Agreement by
      giving notice to each other party in accordance with this Section.
    

    
      6.5 Expenses.  Purchaser and the Company shall bear their own
      expenses, including fees and expenses of their own advisers, counsel,
      accountants and other experts, if any, and all other expenses incurred
      by the party incident to the negotiation, preparation, execution,
      delivery and performance of this Agreement. The Company shall pay all
      stamp taxes and other taxes and duties levied in connection with the
      delivery of the Shares to Purchaser.
    

    
      6.6 Brokers.  Purchaser shall have no liability to any broker,
      finder, investment banker, or other advisor retained or engaged by the
      Company or any subsidiary of the Company in connection with the
      transactions contemplated by this Agreement.  
    

    

    

    
      
        

        

      

      
        
          10
        

        
          


        

      

      
        

        

      

    

    

    

    
      6.7 Titles and Subtitles.  The titles or headings of the Articles
      and Sections of this Agreement are for convenience of reference only and
      are not to be considered in construing this Agreement.
    

    
      6.8 Severability.  If one or more provisions of this
      Agreement are held to be unenforceable under applicable law, each such
      unenforceable provision shall be excluded from this Agreement and the
      balance of this Agreement shall be interpreted as if each such
      unenforceable provision were so excluded, and the balance of this
      Agreement as so interpreted shall be enforceable in accordance with its
      terms.
    

    
      6.9 Counterparts.  This Agreement may be executed in any number
      of counterparts, each of which shall be an original, but all of which
      together shall constitute one instrument.  This Agreement may be
      executed with signatures transmitted among the parties by facsimile or
      by email delivery of a pdf format data file, and no party shall deny the
      validity of a signature or this Agreement signed and so transmitted on
      the basis that a signed document is represented by a copy or facsimile
      or pdf format data file and not an original.
    

    
      6.10 Termination. This Agreement may be terminated by Purchaser
      with respect to itself, by written notice to the Company, or by the
      Company with respect to all Purchasers, by written notice to all
      Purchasers, in either case if the Closing has not been consummated on or
      before the third Business Day after the Effective Date other than due to
      a breach of this Agreement or any covenant or agreement hereunder by the
      party seeking to so terminate this Agreement.  Termination of this
      Agreement will not affect the right of any party not in breach of its
      covenants and agreements under this Agreement to sue for any breach of
      this Agreement by the other party.
    

    
      [Signatures on following page]
    

    
      
        

        

      

      
        
          11
        

        
          


        

      

      
        

        

      

    

    

    

    
      IN WITNESS WHEREOF, the undersigned parties have executed this Agreement
      as of the date first above written.
    

    

    

    
      COMPANY:
    

    
      BioTime, Inc.
    

    

    

    

    


    	
          By:
        	
           
        	
          
               /s/Michael D. West
          

        	

        
	

        	

        	
          
               Michael D. West
          

        	

        


    


    	
          Title:
        	
           
        	
          
                      Chief Executive Officer
          

        	

        


    

    

    

    

    

    
      PURCHASER:
    

    
      Broadwood Partners, L.P.
    


    	
          By:
        	
           
        	
          
                      Neal C. Bradsher
          

        	

        


    


    	
          Title:
        	
           
        	
          
                      President of the General Partner (Broadwood Capital,
            Inc.)
          

        	

        


    

    

    


    	
          Number of Shares Purchased:
        	
           
        	
          
            1,600,000
          

        	

        


    

    

    


    	
          Address:
        	
           
        	
          
            724 Fifth Avenue, 9th Floor
          

        	

        
	

        	

        	
          New York, NY 10019
        	

        
	

        	

        	
          
            FAX Number: (212) 508-5756
          

        	

        
	

        	

        	
          
            Email:
          

        	
          
              neal@braodwoodcapital.com
          

        	

        


    

    

    

    
      12