ex10_1.htm


    
      

    

    
      Exhibit 10.1


      


      SECOND
AMENDED AND RESTATED REVOLVING LINE OF CREDIT AGREEMENT

      


      by and
among

      


      BIOTIME,
INC.

      as
“Borrower”

      


      and

      


      ALFRED D.
KINGSLEY, GEORGE KARFUNKEL, RICHARD LOWISH,

      BROADWOOD
PARTNERS, LP, and THE LIFE EXTENSION FOUNDATION

      as
“Lenders”

      


      


      Dated as
of February 15, 2008


       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      


      
        	
                1.

              	 
      	
                General Definitions.

              	 
      	
                1

              
	 
      	 
      	 
      	 
      	
                 
      

              
	
                2.

              	 
      	
                Draws
      and Disbursements.

              	 
      	
                2

              
	 
      	 
      	 
      	 
      	
                 
      

              
	
                3.

              	 
      	
                Terms
      of Payment.

              	 
      	
                4

              
	 
      	 
      	 
      	 
      	
                 
      

              
	
                4.

              	 
      	
                Shares.

              	 
      	
                5

              
	 
      	 
      	 
      	 
      	
                 
      

              
	
                5.

              	 
      	
                Events
      of Default.

              	 
      	
                5

              
	 
      	 
      	 
      	 
      	 
      
	
                6.

              	 
      	
                Representations
      and Warranties of Borrower.

              	 
      	
                6

              
	 
      	 
      	 
      	 
      	
                 
      

              
	
                7.

              	 
      	
                Affirmative
      Covenants.

              	 
      	
                8

              
	 
      	 
      	 
      	 
      	
                 
      

              
	
                8.

              	 
      	
                Maximum
      Permitted Interest.

              	 
      	
                9

              
	 
      	 
      	 
      	 
      	
                 
      

              
	
                9.

              	 
      	
                Governing
      Law.

              	 
      	
                9

              
	 
      	 
      	 
      	 
      	
                 
      

              
	
                10.

              	 
      	
                Successors
      and Assigns.

              	 
      	
                10

              
	 
      	 
      	 
      	 
      	
                 
      

              
	
                11.

              	 
      	
                Entire
      Agreement; Amendment.

              	 
      	
                10

              
	 
      	 
      	 
      	 
      	
                 
      

              
	
                12.

              	 
      	
                Survival.

              	 
      	
                10

              
	 
      	 
      	 
      	 
      	
                 
      

              
	
                13.

              	 
      	
                Notices.

              	 
      	
                10

              
	 
      	 
      	 
      	 
      	
                 
      

              
	
                14.

              	 
      	
                Delays
      and Omissions.

              	 
      	
                11

              
	 
      	 
      	 
      	 
      	
                 
      

              
	
                15.

              	 
      	
                Rules
      of Construction.

              	 
      	
                11

              
	 
      	 
      	 
      	 
      	
                 
      

              
	
                16.

              	 
      	
                Counterparts.

              	 
      	
                12

              
	 
      	 
      	 
      	 
      	
                 
      

              
	
                17.

              	 
      	
                Investment
      Representations.

              	 
      	
                12

              
	 
      	 
      	 
      	 
      	
                 
      

              
	
                18.

              	 
      	
                Registration
      Rights.

              	 
      	
                13

              
	 
      	 
      	 
      	 
      	
                 
      

              
	
                19.

              	 
      	
                Legends.

              	 
      	
                14

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECOND
AMENDED AND RESTATED REVOLVING LINE OF CREDIT AGREEMENT

      


      This
Second Amended and Restated Revolving Line of Credit Agreement (“Credit
Agreement”) is made and entered into as of February 15, 2008, by and among
Alfred D. Kingsley, George Karfunkel, Richard Lowish, Broadwood Partners, L.P,
and The Life Extension Foundation (each a “Lender,” and collectively “Lenders”),
and BioTime, Inc., a California corporation (“Borrower”), and amends and
restates that certain Revolving Line of Credit Agreement dated April 12, 2006,
and the First Amended and Restated Credit Agreement dated October 17,
2007.

      


      RECITALS

      


      Borrower
has requested a credit facility consisting of a revolving line of credit, and
Lenders are willing to make the requested credit facility to Borrower, but only
upon the terms, and subject to the conditions, contained herein.

      


      AGREEMENT

      


      Now,
therefore, in consideration of the premises and the mutual covenants hereinafter
contained, the parties hereto agree as follows:

      


      1.            General
Definitions.  The following words shall have the following
meanings:

      


      1.1           “Business Day” means any day
that is not a Saturday, a Sunday, or a day on which banks are required, or
permitted, to be closed in the State of New York.

      


      1.2           “Credit Facility” means the
right of Borrower to borrow up to $1,100,000 from Lenders under the terms and
conditions of this Credit Agreement and the Note.

      


      1.3           “Debtor Relief Law” means the
Bankruptcy Code of the United States of America, as amended, or any other
applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief law affecting
the rights of creditors generally.

      


      1.4           “Earmarked Funds” means funds
received by Borrower through (i) the sale of capital stock, (ii) loans from
other lenders, or (iii) funds in excess of $1,100,000 received by Borrower
through the collection of license fees, signing fees, milestone fees, or similar
fees (excluding royalties) under any other present or future agreement pursuant
to which Borrower grants one or more licenses to use Borrower’s patents or
technology.

      


      1.5           “Event of Default” or “Events of Default” means any
of the events specified in Section 5.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      1.6           “Loan” means the loans made by
Lenders to Borrower pursuant to this Credit Agreement, and evidenced by the
Note.

      


      1.7           “Loan Documents” means this
Credit Agreement, the Note, and the Security Agreement, and all other
agreements, instruments, and documents in favor of a Lender, now or hereafter
executed by or on behalf of Borrower and delivered to a Lender in connection
with this Credit Agreement or in connection with any of the transactions
contemplated hereby.

      


      1.8           “Maturity
Date”  means the earlier of (i) April 30, 2008, and (ii) such
date on which Borrower shall have received an aggregate of $2,000,000 through
(A) the sale of capital stock, (B) the collection of license fees, signing fees,
milestone fees, or similar fees (excluding royalties) in excess of $1,100,000
under any present or future agreement pursuant to which Borrower grants one or
more licenses to use Borrower’s patents or technology, (C) funds borrowed from
other lenders, or (D) any combination of sources under clauses (A) through
(C).

      


      1.9           “Note” means (a) each Amended
and Restated Credit Note, dated April 12, 2006, in the form attached as EXHIBIT
A-1, evidencing the amount of the Loan previously advanced by certain Lenders,
and (b) each Revolving Credit Note, of even date, in the form attached as
EXHIBIT A-2 or EXHIBIT A-3, evidencing the amount of the Loan from each Lender,
to be executed concurrently with this Credit Agreement.

      


      1.10         “Security Agreement” means
that certain Second Amended and Restated Security Agreement of even date among
Borrower and Lenders pursuant to which Borrower is granting Lenders a first
priority perfected security interest in certain specified collateral to secure
Borrower’s obligations under this Agreement and the Note.

      


      1.11         “Shares” means common shares,
no par value, of the Borrower.

      


      2.           
Draws and Disbursements.

      


      2.1           Maximum Loan
Amount.  On the terms and conditions set forth in this Credit
Agreement, Lenders shall make available to Borrower the Credit Facility, as a
revolving line of credit in a principal amount not to exceed at any one time One
Million One Hundred Thousand Dollars ($1,100,000), less all amounts of principal
prepaid or required to be prepaid under Section 3.2.1 of this Credit Agreement
(the “Maximum Loan Amount”).  Each Lender shall be severally, and not
jointly and severally, obligated to lend the amount shown on Schedule
I.

      


      2.2           Draw
Period.  Borrower may request from Lenders advances of funds
(“Draws”) under the Credit Facility from the date of this Agreement until April
30, 2008 (the “Draw Period”).  As amounts drawn by Borrower hereunder
are repaid, they may be reborrowed subject to the terms and conditions of this
Credit Agreement; provided, that at no time shall the aggregate principal amount
of Loan outstanding under this Credit Agreement exceed the Maximum Loan
Amount.  The Draw Period may be terminated by Borrower at any time by
written notice to Lenders. Subject to the terms and conditions of this Credit
Agreement, and provided that no Event of Default has occurred, Lenders shall
make advances to Borrower upon request as provided in this Section
2.  Upon the occurrence of an Event of, one of Lenders’ remedies
includes Lenders’ right to terminate the Draw Period and Borrower’s right to
make Draws under this Credit Agreement.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      


      2.3           Increments.  Draws
must be in increments of not less than One Hundred Thousand Dollars ($100,000),
or the remaining amount available under the Credit Facility, whichever is
less.  Each Lender shall advance a portion of each Draw such that,
immediately after funding the Draw, the total outstanding principal amount of
the Loan funded by each Lender shall be in proportion to their respective loan
commitments shown on Schedule I.

      


      2.4           Use of Funds.  All
funds borrowed under this Credit Agreement will be used as working capital to
pay Borrower’s expenses arising in the ordinary course of business.

      


      2.5           Disbursement
Procedures.

      


      2.5.1           Borrower
hereby appoints the Chief Executive Officer, each member of its Office of the
President, and the Chief Financial Officer as the officers authorized to make
Draws under this Credit Agreement during the Draw Period.  Any one of
such officers (the “Authorized Officers”) is authorized to make Draws. Lender,
at its sole option, may require that all requests for Loan funds be in writing,
signed by an Authorized Officer, in a form acceptable to
Lenders.  Facsimile documents may be accepted by Lenders as
originals.  Any Draw by an Authorized Officer shall constitute an
ongoing representation and warranty by Borrower that at the time of request for
or payment of any Draw no Event of Default has occurred.

      


      2.5.2           Draws
shall be paid according to the Authorized Officer’s instructions, except that
checks representing Loan funds shall always be made payable to Borrower, and
wire transfers shall only be permitted if Borrower has authorized payment into
the account into which the funds are to be deposited.  The appointment
of the above-named Authorized Officer(s) shall remain in full force and effect
until written notice of revocation of appointment signed by the Chief Executive
Officer or Chief Financial Officer of Borrower has been received by
Lender.

      


      2.5.3           Lenders
shall advance Loan funds available under the Credit Facility in accordance with
Borrower’s Draws within four (4) Business Days after the receipt of the
Draw.

      


      2.5.4           Each
Draw shall be accompanied by the certificates required by Section
2.6.

      


      2.5.5           Borrower
shall indemnify and hold Lenders harmless from loss or liability of any kind
arising from or related to any action or inaction taken by Lenders in good faith
in reliance upon instructions received from any Authorized
Officer.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      2.6           Conditions
Precedent.  The following conditions must be satisfied before
Lenders shall be obligated to disburse any Loan to Borrower pursuant to a
Draw:

      


      2.6.1           Due
execution.  Lenders shall have received duly executed originals
of this Credit Agreement and all other Loan Documents.

      


      2.6.2           Approvals.  Lenders
shall have received evidence satisfactory to them that all consents and
approvals which are necessary for, or required as a condition of, the validity
and enforceability of this Credit Agreement and all other Loan Documents have
been obtained and are in full force and effect.

      


      2.6.3           Representations and Warranties
Correct.  All of Borrower’s representations and warranties
contained in this Credit Agreement and in any other Loan Document shall be true
and correct in all material respects on the date the Loan funds are disbursed,
and Borrower shall have delivered to Lenders a certificate executed by an
Authorized Officer to such effect.

      


      2.6.4           No Event of
Default.  No Event of Default shall have occurred, and Borrower
shall have delivered to Lenders a certificate executed by an Authorized Officer
to such effect.

      


      2.6.5           Independent
Verification.  Borrower must provide for Lenders’ review and
acceptance such documentation as may be required by Lenders to ensure Borrower
is in compliance with the terms and conditions of this Credit Agreement,
including, without limitation, resolutions of Borrower’s board of directors or a
duly constituted and authorized committee thereof, certified by the secretary or
an assistant secretary of the corporation, authorizing the execution and
delivery of this Agreement and the other Loan Documents and performance of
Borrower’s obligations hereunder and thereunder.

      


      2.6.6           Shares.  Prior to
the initial Draw under this Credit Agreement, Borrower must have issued the
Shares to Lenders as described in Section 4 of this Credit
Agreement.

      


      2.6.7           Closing
Costs.  Borrower must have paid all attorneys’ fees (not to
exceed $2,500 for all Lenders in the aggregate) incurred by Lenders in
connection with the preparation, execution, and delivery of the Loan Documents,
and all reports and notices required to be filed by Lenders or their respective
affiliates under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), in connection with this Agreement and Lenders’ receipt of the
Shares.

      


      2.7           Amended Promissory
Notes.  Except for such Notes as may be paid in full upon the
Maturity Date, each original Note dated April 12, 2006 (“Original Note”) shall
be exchanged for an amended Note in the form of EXHIBIT A-1.  Each
Lender holding an Original Note shall tender their Original Note for an amended
Note.  Until such time an Original Note is tendered to Borrower and an
amended Note is delivered to the Lender in exchange, the Original Note shall be
deemed to include all of the terms set forth in EXHIBIT A-1.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      3.            Terms
of Payment.

      


      3.1           Interest.  Interest
shall accrue and be payable at the rate of (a) 10% per annum on the outstanding
principal balance of the Loan through October 31, 2007, and (b) 12% per annum on
the outstanding principal balance of the Loan from October 31, 2007 until the
Maturity Date or any earlier date on which the principal balance is paid in
full.  Interest shall accrue from the date of each disbursement of
principal pursuant to a Draw.  Accrued interest shall be paid with
principal on the Maturity Date.  Interest will be charged on that part
of outstanding principal of the Loan which has not been paid and shall be
calculated on the basis of a 360-day year and a 30-day month.

      


      3.2           Payment of
Principal.  The outstanding principal balance of the Loan,
together with accrued interest, shall be paid in full on the Maturity
Date.

      


      3.2.1           Mandatory Prepayment of
Principal.  In the event that Borrower receives Earmarked
Funds, Borrower shall use the Earmarked Funds to prepay principal, plus accrued
interest, within two business days after such Earmarked Funds are received by
Borrower, and the amount of principal so prepaid shall reduce the Maximum Loan
Amount.

      


      3.3           Optional Prepayment of
Principal.  Borrower may prepay principal, with accrued
interest, at any time and the amount of principal so prepaid shall be available
for further Draws by Borrower during the Draw Period to the extent that the
prepayment of principal was not required under Section 3.2.1.

      


      3.4           Default Interest Rate; Late Payment
Charge.  In the event that any payment of principal or interest
is not paid within five (5) days from on the date on which the same is due and
payable, such payment shall continue as an obligation of the Borrower, and
interest thereon from the due date of such payment and interest on the entire
unpaid balance of the Loan shall accrue until paid in full at the lesser of (i)
fifteen percent (15%) per annum, or (ii) the highest interest rate permitted
under applicable law (the “Default Rate”).  From and after the
Maturity Date or upon acceleration of the Note, the entire unpaid principal
balance of the Loan with all unpaid interest accrued thereon, and any and all
other fees and charges then due at such maturity, shall bear interest at the
Default Rate.

      


      3.5           Date of Payment.  If
the date on which a payment of principal or interest on the Loan is due is a day
other than a Business Day, then payment of such principal or interest need not
be made on such date but may be made on the next succeeding Business
Day.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

      


      3.6           Application of
Payments.  All payments shall be applied first to costs of
collection, next to late charges or other sums owing Lenders, next to accrued
interest, and then to principal, or in such other order or proportion as
Lenders, in their sole discretion, may determine.

      


      3.7           Currency.  All
payments shall be made in United States Dollars.

      


      4.            Shares. As consideration for
Lenders making the Credit Facility available to Borrower, Borrower has issued
99,999 Shares to Lenders who were parties to this Agreement on April 12, 2006,
and has issued 200,000 Shares to Lenders who were parties to this Agreement on
October 17, 2007.  As consideration for making $100,000 of the amended
Credit Facility available to Borrower under this Credit Agreement, Borrower
shall issue and deliver to The Life Extension Foundation 10,000 Shares (one
Share for each ten dollars of the Loan commitment).  No fractional
Shares shall be issued.

      


      5.      
     Events of
Default.  The following shall constitute Events of Default: (a)
the default of Borrower in the payment of any interest or principal due under
this Credit Agreement or the Note held by any Lender; (b) the failure of
Borrower to perform or observe any other term or provision of, or covenant,
agreement, or obligation under, this Credit Agreement or any other Loan
Document; (c) any act, omission, or other event that constitutes an “Event of
Default” under the Note or the Security Agreement; (d) any representation or
warranty of Borrower contained in this Credit Agreement or in any other Loan
Document, or in any certificate delivered by Borrower pursuant to this Credit
Agreement or any other Loan Document, is false or incorrect in any material
respect when made or given; (e) Borrower becoming the subject of any order for
relief in a proceeding under any Debtor Relief Law; (f) Borrower making an
assignment for the benefit of creditors, other than repayment of the Loan, in
whole or in part, to Lenders; (g) Borrower applying for or consenting to the
appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator, or similar officer for it or for all or any part of its property
or assets; (h) the appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator, or similar officer for Borrower, or for all or any
part of the property or assets of Borrower, without the application or consent
Borrower if such appointment continues undischarged or unstayed for sixty (60)
calendar days; (i) Borrower  instituting or consenting to any
proceeding under any Debtor Relief Law with respect to Borrower, or all or any
part of its property or assets, or the institution of any similar case or
proceeding without the consent of Borrower, if such case or proceeding continues
undismissed or unstayed for sixty (60) calendar days; (j) the dissolution or
liquidation of Borrower, or the winding-up of the business or affairs of
Borrower; (k) the taking of any action by Borrower to initiate any of the
actions described in clauses (e) through (j) of this paragraph; (l) the issuance
or levy of any judgment, writ, warrant of attachment or execution or similar
process against all or any material part of the property or assets of Borrower
if such process is not released, vacated or fully bonded within sixty (60)
calendar days after its issue or levy; or (m) any breach or default by Borrower
under any loan agreement, promissory note, or other instrument evidencing
indebtedness payable to a third party.


      
        
           


        

        
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      5.1           Remedies On Default.1.6Remedies On
Default.  Upon the occurrence of an Event of Default, at
Lender’s option, all unpaid principal and accrued interest, and all other
amounts payable to Lender under this Credit Facility and any other Loan Document
shall become immediately due and payable without presentment, demand, notice of
non-payment, protest, or notice of non-payment, provided that no notice or
demand shall be required if the Event of Default is a proceeding under any
Debtor Relief Law.  Each Lender also shall have all other rights,
powers, and remedies available under this Credit Agreement and the Note or any
other Loan Document, or accorded by law or at equity.  All rights,
powers, and remedies of a Lender may be exercised at any time by the Lender and
from time to time after the occurrence of an Event of Default.  All
rights, powers, and remedies of a Lender in connection with this Credit
Agreement and the Note and any Loan Document are cumulative and not exclusive
and shall be in addition to any other rights, powers, or remedies provided by
law or equity.

      


      6.        
   Representations and Warranties of
Borrower.  Borrower represents and warrants to Lenders the
following:

      


      6.1           Organization;
Capitalization.  Borrower is a corporation duly organized,
validly existing and in good standing under the laws of the state of California
and has all requisite corporate power and authority to own its property and to
carry on its business as now being conducted.

      


      6.2           Authority;
Enforceability.  Borrower has the power and authority to
execute and deliver this Credit Agreement and each of the other Loan Documents,
and to perform all of Borrower’s obligations under this Credit Agreement and the
other Loan Documents.  This Credit Agreement and each of the other
Loan Agreements has been duly authorized by, and is the valid and binding
agreement and obligation of, Borrower, enforceable in accordance with its
respective terms, except to the extent limited by any bankruptcy, insolvency, or
similar law affecting the rights of creditors generally.  There are no
corporate, contractual, statutory, regulatory, judicial, or other restrictions
of any kind upon the power and authority of Borrower to execute and deliver this
Credit Agreement or any other Loan Document, and to consummate the transactions
contemplated by this Credit Agreement and the other Loan Documents, including,
without limitation: (a) the payment of all principal and interest that may
become due on the Loan; and (b) the issuance of the Shares.  No
action, approval or consent by, or notice to or filing with, any federal, state,
municipal or other governmental department, commission, agency, regulatory
authority, or court is necessary to make this Credit Agreement or the other Loan
Documents the valid agreements binding upon Borrower in accordance with their
respective terms, or to consummate the transactions contemplated by this Credit
Agreement and the other Loan Documents.

      


      6.3           No Conflict.  The
execution and delivery of this Credit Agreement and the other Loan Documents,
and the consummation of the transactions contemplated by this Credit Agreement
and the other Loan Documents, do not and will not (a) violate any provisions of
(i) any rule, regulation, statute, or law, or (ii) the terms of any order, writ
or decree of any court or judicial or regulatory authority or body, or (iii) the
Articles of Incorporation or Bylaws of Borrower, and (b) conflict with or result
in a breach of any condition or provision or constitute a default under or
pursuant to the terms of any contract, mortgage, lien, lease, agreement,
debenture or instrument to which Borrower or any Subsidiary is a party, or which
is or purports to be binding upon Borrower, any Subsidiary, or upon any of their
respective properties, and (c) result in the creation or imposition of any lien,
charge or encumbrance upon any of the assets or properties of Borrower or any
Subsidiary.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      6.4           Shares.  When issued
pursuant to this Agreement, the Shares will be validly issued and outstanding,
fully paid and non-assessable.

      


      6.5           Accuracy of
Information.  Borrower has delivered to Lenders a copy of its
annual report on Form 10-KSB for the fiscal year ended December 31, 2006, and
quarterly reports on Form 10-QSB for the fiscal quarter and nine months ended
September 30, 2007, and all Current Reports on Form 8-K filed by Borrower since
September 30, 2007 (the “Disclosure Documents”).  The financial
statements contained in the Disclosure Documents were prepared in accordance
with generally accepted accounting principles, consistently applied, and
accurately reflect the financial condition and results of operations of Borrower
at and as of the dates reported.  All financial information and other
information contained in the Disclosure Documents was true and correct in all
material respects when such reports were filed under the Exchange
Act.

      


      6.6           Taxes.  Borrower has
filed when due all federal, state and local income tax returns and has filed
when due all other returns with respect to taxes which are required to be filed
with the Internal Revenue Service and the appropriate authorities of the
jurisdictions where business is transacted by them.  All items and
entries provided for or reflected in such returns are correct and are made on a
proper basis.  All amounts, if any, required to be paid, as shown on
such returns, have been paid.  None of such tax returns has been
audited.  There are no suits, actions, claims, or investigations,
inquiries or proceedings now pending against Borrower in respect of taxes,
governmental charges or assessments, nor are there any matters under discussion
with any governmental authority relating to taxes, governmental charges or
assessments asserted by any such authority.

      


      6.7           Litigation.  Except
as disclosed in the Disclosure Documents, there are no lawsuits, arbitration
proceedings, administrative proceedings, actions or claims pending or threatened
against Borrower.  No fine, penalty or other sanction has been imposed
by any federal, state, local or municipal court, judicial, administrative or
regulatory body or authority against Borrower.  There is no
outstanding order, writ, injunction or degree of any court, administrative
agency or governmental body or arbitration tribunal against or affecting
Borrower or any of its respective properties, assets, business or
prospects.

      


      7.         
  Affirmative
Covenants.  During the Draw Period, and until such time as the
entire principal balance and accrued interest on the Loan, and all other amounts
payable by Borrower under this Credit Agreement or any other Loan Document have
been paid in full, Borrower shall comply with the following covenants and
agreements:


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

      


      7.1           Furnish
Information.  Borrower will, at any Lender’s request, furnish
information to Lender relating to Borrower’s business and financial affairs and
permit Lender to examine Borrower’s books and records.

      


      7.2           Comply with Terms and
Conditions.  Borrower will comply with all terms and conditions
of all other Loan Documents.

      


      7.3           Financial
Reports.  Borrower will file with the Securities and Exchange
Commission, when due, all quarterly reports, annual reports, current reports,
and other documents required pursuant to the Exchange Act.

      


      7.4           Limitation on Dividends and Other
Distributions by Borrower.  Borrower shall not declare or pay
any dividend or other distribution of cash, other property (excluding shares of
capital stock and options, warrants or other rights to acquire capital stock or
stock purchase warrants of Borrower), or evidences of indebtedness, on account
of or with respect to any shares of capital stock.

      


      7.5           Insurance.  Borrower
will, and will cause its Subsidiaries, to maintain insurance with responsible
carriers against such risks and in such amounts as is customarily carried by
similar businesses with such deductible as are customarily carried by similar
businesses of similar size, including, without limitation, property and casualty
loss, workers’ compensation and interruption of business insurance.

      


      7.6           Fees and Charges of Attorneys and
Others.1.9Fees and Charges of Attorneys and Others.  In the
event that a Lender employs attorneys, accountants, appraisers, consultants, or
other professional assistance, excluding the services of any such person who is
a direct employee of a Lender, in connection with any of the following, then,
the reasonable amount of costs, expenses, and fees incurred by the Lender shall
be payable on demand.  A Lender may, at its option, add the amount of
such costs, expenses, and reasonable fees to the principal amount of the
Loan.  A Lender thereafter may charge interest on such amount at the
interest rate then applicable to the principal.  Costs, expenses, and
reasonable fees of professionals covered by this provision include such charges
for the following:

      


      7.7           The
preparation, modification, or renewal of this Credit Agreement and the Note, or
any other documentation incident to the loan transaction;

      


      7.8           Any
litigation, dispute, proceeding or action, whether instituted by Lender,
Borrower, or any other person, relating to the Note or this Agreement, including
representation of Lender in any bankruptcy, insolvency, or reorganization case
or proceeding instituted by or against Borrower, and any attempt by Lender to
enforce any rights against Borrower;


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

      


      7.9           In
the event of bankruptcy or insolvency proceedings (whether state or federal)
instituted by or against Borrower or involving the Borrower or Property of the
Borrower, the Lender may recover all costs, expenses, and reasonable attorney
fees incurred to protect or defend Lender’s rights under the Note, and other
documents underlying the loan transactions whether such costs, expenses, and
attorney fees be contractual or bankruptcy related, including costs, expenses,
and attorney fees for meetings, sessions, matters, proceedings and litigation
involving issues solely distinct to federal bankruptcy law, rules and
proceedings as well as other federal and state litigation and
proceedings;

      


      7.10         The
inspection, verification, protection, collection, processing, sale, liquidation,
or disposition of security given for the Note;

      


      7.11         The
preparation and filing of all reports required to be filed by Lender under the
Exchange Act during the term of this Credit Agreement in connection with the
ownership, acquisition, or disposition of the Shares, or other equity securities
issued by Borrower.

      


      8.        
   Maximum
Permitted Interest. No provision of this Credit Agreement or any other
Loan Document, or any transaction related thereto, shall be construed or so
operate as to require the Borrower to pay interest at a greater rate than the
maximum allowed by applicable state or federal law.  Should any
interest or other charges paid or payable by the Borrower in connection with the
Loan result in the computation or earning of interest in excess of the maximum
allowed by applicable state or federal law, then any and all such excess shall
be and the same is hereby waived by Lender, and any and all such excess paid
shall be credited automatically against and in reduction of the outstanding
principal balance due of the Loan, and the portion of said excess which exceeds
such principal balance shall be paid by Lender to the Borrower.

      


      9.        
    Governing Law.  This
Credit Agreement shall be construed and governed in all respects by the laws of
the State of California.

      


      10.    
     Successors and
Assigns.  The provisions of this Credit Agreement shall inure
to the benefit of, and be binding upon, the respective successors, assigns,
heirs, executors and administrators of Borrower and Lenders.

      


      11.    
     Entire Agreement;
Amendment.  This Credit Agreement and the other Loan Documents
constitute the full and entire understanding and agreement among the parties
with regard to the subject matter thereof.  This Credit Agreement and
any term of this Credit Agreement may be amended, waived, discharged or
terminated only by a written instrument signed by the party to be
charged.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

      


      12.      
   Survival.  Borrower’s
representations and warranties contained in this Credit Agreement shall survive
the funding of each Draw and any investigation made by any party until the Loan
is repaid in full.

      


      13.      
   Notices.  All
notices and other communications required or permitted to be given pursuant to
this Agreement shall be in writing and shall be deemed given four (4) days after
being deposited in the United States mail, certified postage prepaid, return
receipt requested, or when delivered by hand, by messenger or express air
freight service, in any case addressed to the Lenders at their respective
addresses shown on Schedule I, or to Borrower as follows:

      


      
        	 
      	
                BioTime,
      Inc.

              
	 
      	
                6121
      Hollis Street

              
	 
      	
                Emeryville,
      California 94608

              
	 
      	
                Attention:  Steven
      Seinberg, Chief Financial Officer

              
	 
      	
                FAX:  (510)
      350-2948

              
	 
      	 
      
	 
      	
                with
      a copy to:

              
	 
      	
                Richard
      S. Soroko, Esq.

              
	 
      	
                Lippenberger,
      Thompson, Welch, Soroko & Gilbert LLP

              
	 
      	
                201
      Tamal Vista, Blvd.

              
	 
      	
                Corte
      Madera, California  94925

              


      

      


      Any party
may change its address for the purpose of this Section 13 by giving notice to
each other party in accordance with this Section 13.

      


      14.       
  Delays and
Omissions.  No delay or omission to exercise any right, power,
or remedy accruing to a Lender, upon any breach or default of Borrower under
this Credit Agreement or any other Loan Document, shall impair any such right,
power, or remedy of the Lender, nor shall it be construed to be a waiver of, or
an acquiescence in, any such breach or default or any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring.  Any waiver, permit, consent, or approval of any kind or
character on the part of a Lender of any breach or default by Borrower under
this Credit Agreement or any other Loan Document, or any waiver of any
provisions or conditions of this Credit Agreement or any other Loan Document by
a Lender, must be made in writing, and shall be effective only to the extent
specifically set forth in such writing.  All remedies either under
this Agreement or by law and otherwise afforded to any party shall be cumulative
and not alternative.

      


      15.       
  Rules of Construction.

      


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


      
        
           


        

        
          12

          
            

          

        

        
           


        

      

      


      15.2         Singular;
Plural.  Whenever appropriate in this Agreement, terms in the
singular form shall include the plural (and vice versa) and any gender form
shall include all others.

      


      15.3         Section
Headings.  Section headings are for the convenience of the
parties and do not form a part of this Agreement.

      


      15.4         Sections and Other
References.  References in this Agreement to sections,
paragraphs, and exhibits are references to articles, sections, and paragraphs in
this Agreement and schedules and exhibits attached to this Agreement unless
specified otherwise.

      


      15.5         Severability.1.18Severability.  If
one or more provisions of this Credit Agreement are held to be unenforceable
under applicable law, each such unenforceable provision shall be excluded from
this Credit Agreement and the balance of this Credit Agreement shall be
interpreted as if each such unenforceable provision were so excluded, and the
balance of this Credit Agreement as so interpreted shall be enforceable in
accordance with its terms.

      


      16.      
   Counterparts.  This
Credit 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.

      


      17.      
   Investment
Representations.  Each Lender represents and warrants to
Borrower that:

      


      17.1         Lender
is relying on the information provided in the Disclosure Documents or otherwise
communicated to Lender in writing by Borrower.  Lender has not relied
on any statement or representations inconsistent with those contained in the
Disclosure Documents.  Lender has had a reasonable opportunity to ask
questions of and receive answers from the executive officers and directors of
Borrower, or one or more of its officers, concerning Borrower and to obtain
additional information, to the extent possessed or obtainable without
unreasonable effort or expense, necessary to verify the information in the
Disclosure Documents.  All such questions have been answered to
Lender’s satisfaction;

      


      17.2         Lender
understands that the Shares are being offered and sold without registration
under the Securities Act of 1933, as amended (the “Act”) or qualification under
the California Corporate Securities Law of 1968, or under the laws of other
states, in reliance upon the exemptions from such registration and qualification
requirements for non-public offerings.  Lender acknowledges and
understands that the availability of the aforesaid exemptions depends in part
upon the accuracy of certain of the representations, declarations and warranties
contained herein, which Lender hereby makes with the intent that they may be
relied upon by Borrower and its officers and directors in determining Lender’s
suitability to acquire the Shares.  Lender understands and
acknowledges that no federal, state or other agency has reviewed or endorsed the
offering of the Shares or made any finding or determination as to the fairness
of the offering or completeness of the information in the Disclosure
Documents;


      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      17.3         Lender
understands that the Shares may not be offered, sold, or transferred in any
manner unless subsequently registered under the Act, or unless there is an
exemption from such registration available for such offer, sale or
transfer;

      


      17.4         Lender
has such knowledge and experience in financial and business matters to enable
Lender to utilize the information contained in the Disclosure Documents, or
otherwise made available to Lender to evaluate the merits and risks of an
investment in the Shares and to make an informed investment decision with
respect thereto.

      


      17.5         Lender
is acquiring the Shares solely for Lender’s own account and for long-term
investment purposes, and not with a view to, or for sale in connection with, any
distribution of the Shares; and

      


      17.6         Lender
is an “accredited investor,” as such term is defined in Regulation D promulgated
under the Act.

      


      18.      
   Registration Rights.

      


      18.1         Borrower
agrees, at its expense, upon written request from the Lenders, to use
commercially reasonable efforts to register under the Act, the Shares and to
take such other actions as may be necessary to allow the Shares to be freely
tradable, without restrictions, in compliance with all regulatory
requirements.  A written request for registration shall specify the
quantity of the Shares intended to be sold, the plan of distribution and the
identity of the sellers, which may include the Lender and assignees of its
rights hereunder (collectively, “Selling Securities Holders”), and whether the
registration shall be pursuant to an underwritten public offering or a “shelf’
registration pursuant to Rule 415 (or similar rule that may be adopted by the
Securities and Exchange Commission).  Borrower shall not be obligated
to file more than two such registration statements, other than registration
statements on Form S-3.  Borrower shall use commercially reasonable
efforts keep such registration statements effective for a period of at least
nine months, except that registration statements on Form S-3 shall be kept
effective for at least three years (or such lesser period as the parties may
agree, but in no event beyond the completion of the distribution or
distributions being made pursuant thereto).  Borrower shall utilize
Form S-3 if it qualifies for such use.  Borrower shall make all
filings required with respect to the registration statements and will use
commercially reasonable efforts to cause such filings to become effective, so
that the Shares being registered shall be registered or qualified for sale under
the securities or blue sky laws of such jurisdictions as shall be reasonably
appropriate for distribution of the Shares covered by the registration
statement.  Borrower will furnish to the Selling Securities Holders
such numbers of copies of a prospectus, including a preliminary prospectus, in
conformity with the requirements of the Act and such other related documents as
the Selling Securities Holders may reasonably request in order to effect the
sale of the Shares.  To effect any offering pursuant to a registration
statement under this Section, Borrower shall enter into an agreement containing
customary representations and warranties, and indemnification and contribution
provisions, all for the benefit of Selling Securities Holders, and, in the case
of an underwritten public offering. an underwriting agreement with an investment
banking firm selected by the Lender and reasonably acceptable to Borrower,
containing such customary representations and warranties, and indemnification
and contribution provisions  Borrower shall have no obligation to make
any cash settlement or payment to the Lenders or any holder of Shares or to
issue any additional Shares in the event that Borrower is unable to effect or
maintain in effect the registration of the Shares under the Act or any state
securities law despite Borrower’s commercially reasonable efforts so to
do.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      

      


      18.2         If,
at any time, Borrower proposes to register any of its securities under the Act
(otherwise than pursuant to Section 18.1 above or on a Form S-8 if such form
cannot be used for registration of the Shares pursuant to its terms), Borrower
shall, as promptly as practicable, give written notice to the
Lender.  Borrower shall include in such registration statement the
Shares proposed to be sold by the Selling Securities
Holders.  Notwithstanding the foregoing, if the offering of Borrower’s
securities is to be made through underwriters, Borrower shall not be required to
include the Shares if and to the extent that the managing underwriter reasonably
believes in good faith that such inclusion would materially adversely affect
such offering unless the Selling Securities Holders agree to postpone their
sales until 10 days after the distribution is completed.

      


      18.3         Borrower
shall pay the cost of the registration statements filed pursuant to this
Agreement, including without limitation all registration and filing fees, fees
and expenses of compliance with securities or blue sky laws (including counsel’s
fees and expenses in connection therewith), printing expenses, messenger and
delivery expenses, internal expenses of Borrower, listing fees and expenses, and
fees and expenses of Borrower’s counsel, independent accountants and other
persons retained or employed by Borrower.  Selling Securities Holders
shall pay any underwriters discounts applicable to the Shares.

      


      19.      
   Legends.  The Shares
issued pursuant to this Agreement shall bear an appropriate legend,
conspicuously disclosing the restrictions on transfer under the Act until the
same are registered for sale under the Act.  Borrower agrees that upon
the sale of the 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.  Borrower further agrees
to remove the legend at such time as registration under the Act shall no longer
be required.


      
        
           


        

        
          15

          
            

          

        

        
           


        

      

      


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

      


      


      BORROWER:

      


      BIOTIME,
INC.

      


      


      
        	
                By

              	
                /s/ Robert W. Peabody

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Title

              	
                Sr. Vice President &
COO

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                By

              	
                /s/ Judith Segall

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Title

              	
                Vice President &
    Secretary

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                LENDERS:

              	 
      
	 
      	 
      	 
      
	
                /s/ Alfred D. Kinsley

              	 
      
	
                Alfred
      D. Kingsley

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                /s/ George Karfunkel

              	 
      
	
                George
      Karfunkel

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                /s/ Richard Lowish

              	 
      
	
                Richard
      Lowish

              	 
      


      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

      


      
        	
                Broadwood
      Partners, L.P.

              	 
      
	 
      	 
      	 
      	 
      
	
                By:

              	
                Broadwood
      Capital, Inc., General Partner of Broadwood Partners, L.P.

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Neal C. Bradsher

              	 
      
	 
      	 
      	
                Neal
      C. Bradsher, President

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                The
      Life Extension Foundation

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/ Saul Kent

              	 
      
	 
      	
                Saul
      Kent

              	 
      
	 
      	 
      	 
      	 
      
	
                Title

              	
                Director

              	 
      


      

       

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      SCHEDULE
I

      


      


      
        	
                Name and Address Of
      Lender

              	
                Amount of Loan
      Commitment

              
	 
      	 
      
	
                Alfred
      D. Kingsley

              	
                $250,000

              
	
                150
      East 57th
      Street, Suite 24E

              	 
      
	
                New
      York, NY 10022

              	 
      
	
                FAX:  (212)
      207-3901

              	 
      
	 
      	 
      
	
                George
      Karfunkel

              	
                $250,000

              
	
                59
      Maiden Lane

              	 
      
	
                New
      York, NY 10038

              	 
      
	
                FAX
      (718) 921-8340

              	 
      
	 
      	 
      
	
                Richard
      Lowish

              	
                $250,000

              
	
                85
      Elm Grove Road

              	 
      
	
                Barnes
      SW13 OBX, London

              	 
      
	
                England

              	 
      
	
                FAX  011-44-207-929-3994

              	 
      
	 
      	 
      
	
                Broadwood
      Partners, L.P.

              	
                $250,000

              
	
                724
      Fifth Avenue

              	 
      
	
                9th
      Floor

              	 
      
	
                New
      York, NY 10019

              	 
      
	
                FAX:  (212)
      508-5756

              	 
      
	 
      	 
      
	
                The
      Life Extension Foundation

              	
                $100,000

              
	
                1100
      West Commercial Blvd.

              	 
      
	
                Ft.
      Lauderdale, FL 33309

              	 
      
	
                FAX:  (954)
      202-7745

              	 
      


      

       

      
        
           


        

        
          18

          
            

          

        

        
           


        

      

      


      


      EXHIBIT
A-1


      



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      AMENDED AND RESTATED
REVOLVING CREDIT NOTE

      


      


      
        	
                $100,000

              	
                April
      12, 2006

              


      

      


      FOR VALUE
RECEIVED, the undersigned, BioTime, Inc., a California corporation (“Borrower”)
hereby promises to pay to the order of ___________("Lender") the principal sum
of ONE HUNDRED THOUSAND ($100,000) or such lesser amount as may from time to
time be outstanding as the Loan pursuant to that certain First Amended and
Restated Revolving Line of Credit Agreement, dated October __, 2007, between
Borrower and Lender (the "Credit Agreement"), together with interest on the
unpaid balance of the Loan at the rate or rates hereinafter set
forth.  This Amended and Restated Revolving Credit Note is one of the
Notes described in the Credit Agreement.  All capitalized terms not
otherwise defined in this Note shall have the meanings defined in the Credit
Agreement.

      


      1.         
  Terms of Payment.

      


      (a)           Interest
Rate.  Interest shall accrue and be payable at the rate of (a)
10% per annum on the outstanding principal balance of the Loan through October
31, 2007, and (b) 12% per annum on the outstanding principal balance of the Loan
from October 31, 2007 until the Maturity Date or such earlier date on which the
principal balance is paid in full.  Interest shall accrue from the
date of each disbursement of principal pursuant to a Draw.  Accrued
interest shall be paid with principal.  Interest will be charged on
that part of outstanding principal of the Loan which has not been paid and shall
be calculated on the basis of a 360-day year and a 30-day month.

      


      (b)           Payments of
Principal.  The outstanding principal balance of the Loan,
together with accrued interest, shall be paid in full on the Maturity
Date.

      


      (c)           Mandatory Prepayment of
Principal.  In the event that Borrower receives Earmarked
Funds, Borrower shall use the Earmarked Funds to prepay principal, plus accrued
interest, within two business days after such Earmarked Funds are received by
Borrower, and the amount of principal so prepaid shall reduce the Maximum Loan
Amount.

      


      (d)           Optional Prepayment of
Principal.  Borrower may prepay principal, with accrued
interest, at any time and the amount of principal so prepaid shall be available
for further Draws by Borrower during the Draw Period to the extent that the
prepayment of principal was not required under paragraph (c) of this Section
1.

      


      (e)           Default Interest
Rate.  In the event that any payment of principal or interest
is not paid within five (5) days from on the date on which the same is due and
payable, such payment shall continue as an obligation of the Borrower, and
interest thereon from the due date of such payment and interest on the entire
unpaid balance of the Loan shall accrue until paid in full at the lesser of (i)
fifteen percent (15%) per annum, or (ii) the highest interest rate permitted
under applicable law (the "Default Rate").  From and after the
Maturity Date or upon acceleration of the Note, the entire unpaid principal
balance of the Loan with all unpaid interest accrued thereon, and any and all
other fees and charges then due at such maturity, shall bear interest at the
Default Rate.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      (f)        
   Date of
Payment.  If the date on which a payment of principal or
interest on the Loan is due is a day other than a Business Day, then payment of
such principal or interest need not be made on such date but may be made on the
next succeeding Business Day.

      


      (g)         
 Application of
Payments.  All payments shall be applied first to costs of
collection, next to late charges or other sums owing Lender, next to accrued
interest, and then to principal, or in such other order or proportion as Lender,
in its sole discretion, may determine.

      


      (h)        
  Currency.  All
payments shall be made in United States Dollars.

      


      2.     
      Events of
Default.  The following shall constitute Events of Default: (a)
the default of Borrower in the payment of any interest or principal due under
this Note or the Credit Agreement or any other Note arising under the Credit
Agreement; (b) the failure of Borrower to perform or observe any other term or
provision of this Note, or any other Note arising under the Credit Agreement, or
any term, provision, covenant, or agreement in the Credit Agreement or any other
Loan Document; (c) any act, omission, or other event that constitutes an "Event
of Default" under the Credit Agreement; (d) any representation or warranty of
Borrower contained in the Credit Agreement or in any other Loan Document, or in
any certificate delivered by Borrower pursuant to the Credit Agreement or any
other Loan Document, is false or incorrect in any material respect when made or
given; (e) Borrower becoming the subject of any order for relief in a proceeding
under any Debtor Relief Law (as defined below); (f) Borrower making an
assignment for the benefit of creditors; other than repayment of the Loan, in
whole or in part, to Lenders; (g) Borrower applying for or consenting to the
appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator, or similar officer for it or for all or any part of its property
or assets; (h) the appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator, or similar officer for Borrower, or for all or any
part of the property or assets of Borrower, without the application or consent
Borrower, if such appointment continues undischarged or unstayed for sixty (60)
calendar days; (i) Borrower instituting or consenting to any proceeding under
any Debtor Relief Law with respect to Borrower or all or any part of its
property or assets, or the institution of any similar case or proceeding without
the consent of Borrower, if such case or proceeding continues undismissed or
unstayed for sixty (60) calendar days; (j) the dissolution or liquidation of
Borrower, or the winding-up of the business or affairs of Borrower; (k) the
taking of any action by Borrower to initiate any of the actions described in
clauses (e) through (j) of this paragraph; (l) the issuance or levy of any
judgment, writ, warrant of attachment or execution or similar process against
all or any material part of the property or assets of Borrower if such process
is not released, vacated or fully bonded within sixty (60) calendar days after
its issue or levy; or (m) any breach or default by Borrower under any loan
agreement, promissory note, or other instrument evidencing indebtedness payable
to a third party.  As used in this Note, the term "Debtor Relief Law"
means the Bankruptcy Code of the United States of America, as amended, or any
other applicable liquidation, conservatorship, bankruptcy, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor
relief law affecting the rights of creditors generally.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      3.         
  Remedies On
Default.  Upon the occurrence of an Event of Default, at
Lender's option, all unpaid principal and accrued interest, and all other
amounts payable under this Note shall become immediately due and payable without
presentment, demand, notice of non-payment, protest, or notice of
non-payment.  Lender also shall have all other rights, powers, and
remedies available under the Credit Agreement and any other Loan Document, or
accorded by law or at equity.  All rights, powers, and remedies of
Lender may be exercised at any time by Lender and from time to time after the
occurrence of an Event of Default.  All rights, powers, and remedies
of Lender in connection with this Note and any other Loan Document are
cumulative and not exclusive and shall be in addition to any other rights,
powers, or remedies provided by law or equity.

      


      4.       
    Miscellaneous.

      


      (a)           Borrower
and all guarantors and endorsers of this Note severally waive (i) presentment,
demand, protest, notice of dishonor, and all other notices; (ii) any release or
discharge arising from any extension of time, discharge of a prior party,
release of any or all of the security for this Note, and (iii) any other cause
of release or discharge other than actual payment in full of all indebtedness
evidenced by or arising under this Note.

      


      (b)           No
delay or omission of Lender to exercise any right, whether before or after an
Event of Default, shall impair any such right or shall be construed to be a
waiver of any right or default, and the acceptance of any past-due amount at any
time by the Lender shall not be deemed to be a waiver of the right to require
prompt payment when due of any other amounts then or thereafter due and
payable.  The Lender shall not be deemed, by any act or omission, to
have waived any of Lender's rights or remedies under this Note unless such
waiver is in writing and signed by Lender and then only to the extent
specifically set forth in such writing.  A waiver with reference to
one event shall not be construed as continuing or as a bar to or waiver of any
right or remedy as to a subsequent event.

      


      (c)           Lender
may accept, indorse, present for payment, and negotiate checks marked "payment
in full" or with words of similar effect without waiving Lender's right to
collect from Borrower the full amount owed by Borrower.

      


      (d)           Time is of the essence under this
Note.  Upon any Event of Default, the Lender may exercise all
rights and remedies provided for in this Note and by law, including, but not
limited to, the right to immediate payment in full of this
Note.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      


      (e)       
   The rights and remedies of the Lender as provided in this
Note, in the Credit Agreement, and in the Security Agreement and in law or
equity, shall be cumulative and concurrent, and may be pursued singularly,
successively, or together at the sole discretion of the Lender, and may be
exercised as often as occasion therefor shall occur; and the failure to exercise
any such right or remedy shall in no event be construed as a waiver or a release
of any such right or remedy.

       


      (f)       
    It is expressly agreed that if this Note is referred to
an attorney or if suit is brought to collect this Note or any amount due under
this Note, or to enforce or protect any rights conferred upon Lender by this
Note then Borrower promises and agrees to pay on demand all costs, including
without limitation, reasonable attorneys' fees, incurred by Lender in the
enforcement of Lender's rights and remedies under this Note, and such other
agreements.

      


      (g)          The
terms, covenants, and conditions contained in this Note shall be binding upon
the heirs, executors, administrators, successors, and assigns of Borrower, and
each of them, and shall inure to the benefit of the heirs, executors,
administrators, successors and assigns of Lender.

      


      (h)          This
Note shall be construed under and governed by the laws of the State of
California without regard to conflicts of law.

      


      (i)           No
provision of this Note shall be construed or so operate as to require the
Borrower to pay interest at a greater rate than the maximum allowed by
applicable state or federal law.  Should any interest or other charges
paid or payable by the Borrower in connection with this Note or the Loan result
in the computation or earning of interest in excess of the maximum allowed by
applicable state or federal law, then any and all such excess shall be and the
same is hereby waived by Lender, and any and all such excess paid shall be
credited automatically against and in reduction of the outstanding principal
balance due of the Loan, and the portion of said excess which exceeds such
principal balance shall be paid by Lender to the Borrower.

      


      
        	
                BORROWER:

              	 
      	
                BIOTIME,
      INC.

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By

              	 
      	 
      
	 
      	 
      	
                Title

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By

              	 
      	 
      
	 
      	 
      	
                Title

              	 
      	 
      


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      


      EXHIBIT
A-2


      



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      REVOLVING CREDIT
NOTE

      


      


      
        	
                $___________

              	
                October
      __, 2007

              


      

      


      FOR VALUE
RECEIVED, the undersigned, BioTime, Inc., a California corporation (Borrower")
hereby promises to pay to the order of ___________("Lender") the principal sum
of _____________ DOLLARS ($_______________) or such lesser amount as may from
time to time be outstanding as the Loan pursuant to that certain First Amended
and Restated Revolving Line of Credit Agreement, dated October __, 2007, between
Borrower and Lender (the "Credit Agreement"), together with interest on the
unpaid balance of the Loan at the rate or rates hereinafter set
forth.  This Revolving Credit Note is one of the Notes described in
the Credit Agreement.  All capitalized terms not otherwise defined in
this Note shall have the meanings defined in the Credit Agreement.

      


      1.        
   Terms of Payment.

      


      (a)           Interest
Rate.  Interest shall accrue and be payable at the rate of 12%
per annum on the outstanding principal balance of the Loan.  Interest
shall accrue from the date of each disbursement of principal pursuant to a
Draw.  Accrued interest shall be paid with principal. Interest will be
charged on that part of outstanding principal of the Loan which has not been
paid and shall be calculated on the basis of a 360-day year and a 30-day
month.

      


      (b)           Payments of
Principal.  The outstanding principal balance of the Loan,
together with accrued interest, shall be paid in full on the Maturity
Date.

      


      (c)           Mandatory Prepayment of
Principal.  In the event that Borrower receives Earmarked
Funds, Borrower shall use the Earmarked Funds to prepay principal, plus accrued
interest, within two business days after such Earmarked Funds are received by
Borrower, and the amount of principal so prepaid shall reduce the Maximum Loan
Amount.

      


      (d)           Optional Prepayment of
Principal.  Borrower may prepay principal, with accrued
interest, at any time and the amount of principal so prepaid shall be available
for further Draws by Borrower during the Draw Period to the extent that the
prepayment of principal was not required under paragraph (c) of this Section
1.

      


      (e)           Default Interest
Rate.  In the event that any payment of principal or interest
is not paid within five (5) days from on the date on which the same is due and
payable, such payment shall continue as an obligation of the Borrower, and
interest thereon from the due date of such payment and interest on the entire
unpaid balance of the Loan shall accrue until paid in full at the lesser of (i)
fifteen percent (15%) per annum, or (ii) the highest interest rate permitted
under applicable law (the "Default Rate").  From and after the
Maturity Date or upon acceleration of the Note, the entire unpaid principal
balance of the Loan with all unpaid interest accrued thereon, and any and all
other fees and charges then due at such maturity, shall bear interest at the
Default Rate.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

      


      (f)       
    Date of
Payment.  If the date on which a payment of principal or
interest on the Loan is due is a day other than a Business Day, then payment of
such principal or interest need not be made on such date but may be made on the
next succeeding Business Day.

      


      (g)      
    Application of
Payments.  All payments shall be applied first to costs of
collection, next to late charges or other sums owing Lender, next to accrued
interest, and then to principal, or in such other order or proportion as Lender,
in its sole discretion, may determine.

      


      (h)        
  Currency.  All
payments shall be made in United States Dollars.

      


      2.         
  Events of
Default.  The following shall constitute Events of Default: (a)
the default of Borrower in the payment of any interest or principal due under
this Note or the Credit Agreement or any other Note arising under the Credit
Agreement; (b) the failure of Borrower to perform or observe any other term or
provision of this Note, or any other Note arising under the Credit Agreement, or
any term, provision, covenant, or agreement in the Credit Agreement or any other
Loan Document; (c) any act, omission, or other event that constitutes an "Event
of Default" under the Credit Agreement; (d) any representation or warranty of
Borrower contained in the Credit Agreement or in any other Loan Document, or in
any certificate delivered by Borrower pursuant to the Credit Agreement or any
other Loan Document, is false or incorrect in any material respect when made or
given; (e) Borrower becoming the subject of any order for relief in a proceeding
under any Debtor Relief Law (as defined below); (f) Borrower making an
assignment for the benefit of creditors; other than repayment of the Loan, in
whole or in part, to Lenders; (g) Borrower applying for or consenting to the
appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator, or similar officer for it or for all or any part of its property
or assets; (h) the appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator, or similar officer for Borrower, or for all or any
part of the property or assets of Borrower, without the application or consent
Borrower, if such appointment continues undischarged or unstayed for sixty (60)
calendar days; (i) Borrower instituting or consenting to any proceeding under
any Debtor Relief Law with respect to Borrower or all or any part of its
property or assets, or the institution of any similar case or proceeding without
the consent of Borrower, if such case or proceeding continues undismissed or
unstayed for sixty (60) calendar days; (j) the dissolution or liquidation of
Borrower, or the winding-up of the business or affairs of Borrower; (k) the
taking of any action by Borrower to initiate any of the actions described in
clauses (e) through (j) of this paragraph; (l) the issuance or levy of any
judgment, writ, warrant of attachment or execution or similar process against
all or any material part of the property or assets of Borrower if such process
is not released, vacated or fully bonded within sixty (60) calendar days after
its issue or levy; or (m) any breach or default by Borrower under any loan
agreement, promissory note, or other instrument evidencing indebtedness payable
to a third party. As used in this Note, the term "Debtor Relief Law" means the
Bankruptcy Code of the United States of America, as amended, or any other
applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief law affecting
the rights of creditors generally.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      3.       
    Remedies On
Default.  Upon the occurrence of an Event of Default, at
Lender's option, all unpaid principal and accrued interest, and all other
amounts payable under this Note shall become immediately due and payable without
presentment, demand, notice of non-payment, protest, or notice of
non-payment.  Lender also shall have all other rights, powers, and
remedies available under the Credit Agreement and any other Loan Document, or
accorded by law or at equity.  All rights, powers, and remedies of
Lender may be exercised at any time by Lender and from time to time after the
occurrence of an Event of Default.  All rights, powers, and remedies
of Lender in connection with this Note and any other Loan Document are
cumulative and not exclusive and shall be in addition to any other rights,
powers, or remedies provided by law or equity.

      


      4.      
     Miscellaneous.

      


      (a)           Borrower
and all guarantors and endorsers of this Note severally waive (i) presentment,
demand, protest, notice of dishonor, and all other notices; (ii) any release or
discharge arising from any extension of time, discharge of a prior party,
release of any or all of the security for this Note, and (iii) any other cause
of release or discharge other than actual payment in full of all indebtedness
evidenced by or arising under this Note.

      


      (b)           No
delay or omission of Lender to exercise any right, whether before or after an
Event of Default, shall impair any such right or shall be construed to be a
waiver of any right or default, and the acceptance of any past-due amount at any
time by the Lender shall not be deemed to be a waiver of the right to require
prompt payment when due of any other amounts then or thereafter due and
payable.  The Lender shall not be deemed, by any act or omission, to
have waived any of Lender's rights or remedies under this Note unless such
waiver is in writing and signed by Lender and then only to the extent
specifically set forth in such writing.  A waiver with reference to
one event shall not be construed as continuing or as a bar to or waiver of any
right or remedy as to a subsequent event.

      


      (c)           Lender
may accept, indorse, present for payment, and negotiate checks marked "payment
in full" or with words of similar effect without waiving Lender's right to
collect from Borrower the full amount owed by Borrower.

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      (d)           Time is of the essence under this
Note.  Upon any Event of Default, the Lender may exercise all
rights and remedies provided for in this Note and by law, including, but not
limited to, the right to immediate payment in full of this Note.

      


      (e)           The
rights and remedies of the Lender as provided in this Note, in the Credit
Agreement, and in the Security Agreement and in law or equity, shall be
cumulative and concurrent, and may be pursued singularly, successively, or
together at the sole discretion of the Lender, and may be exercised as often as
occasion therefor shall occur; and the failure to exercise any such right or
remedy shall in no event be construed as a waiver or a release of any such right
or remedy.

      


      (f)         
  It is expressly agreed that if this Note is referred to an attorney
or if suit is brought to collect this Note or any amount due under this Note, or
to enforce or protect any rights conferred upon Lender by this Note then
Borrower promises and agrees to pay on demand all costs, including without
limitation, reasonable attorneys' fees, incurred by Lender in the enforcement of
Lender's rights and remedies under this Note, and such other
agreements.

      


      (g)           The
terms, covenants, and conditions contained in this Note shall be binding upon
the heirs, executors, administrators, successors, and assigns of Borrower, and
each of them, and shall inure to the benefit of the heirs, executors,
administrators, successors and assigns of Lender.

      


      (h)           This
Note shall be construed under and governed by the laws of the State of
California without regard to conflicts of law.

      


      (i)        
   No provision of this Note shall be construed or so operate as
to require the Borrower to pay interest at a greater rate than the maximum
allowed by applicable state or federal law.  Should any interest or
other charges paid or payable by the Borrower in connection with this Note or
the Loan result in the computation or earning of interest in excess of the
maximum allowed by applicable state or federal law, then any and all such excess
shall be and the same is hereby waived by Lender, and any and all such excess
paid shall be credited automatically against and in reduction of the outstanding
principal balance due of the Loan, and the portion of said excess which exceeds
such principal balance shall be paid by Lender to the Borrower.

      


      
        	
                BORROWER:

              	 
      	
                BIOTIME,
      INC.

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By

              	 
      	 
      
	 
      	 
      	
                Title

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By

              	 
      	 
      
	 
      	 
      	
                Title

              	 
      	 
      


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      


      EXHIBIT
A-3


      



      
        
           


        

        
          1

          
            

          

        

        
           


        

      

      


      REVOLVING CREDIT
NOTE

      


      


      
        	
                $___________

              	
                February
      __, 2008

              


      

      


      FOR VALUE
RECEIVED, the undersigned, BioTime, Inc., a California corporation (Borrower")
hereby promises to pay to the order of ___________("Lender") the principal sum
of _____________ DOLLARS ($_______________) or such lesser amount as may from
time to time be outstanding as the Loan pursuant to that certain Second Amended
and Restated Revolving Line of Credit Agreement, dated February __, 2008,
between Borrower and Lender (the "Credit Agreement"), together with interest on
the unpaid balance of the Loan at the rate or rates hereinafter set
forth.  This Revolving Credit Note is one of the Notes described in
the Credit Agreement.  All capitalized terms not otherwise defined in
this Note shall have the meanings defined in the Credit Agreement.

      


      1.        
   Terms of Payment.

      


      (a)           Interest
Rate.  Interest shall accrue and be payable at the rate of 12%
per annum on the outstanding principal balance of the Loan.  Interest
shall accrue from the date of each disbursement of principal pursuant to a
Draw.  Accrued interest shall be paid with principal. Interest will be
charged on that part of outstanding principal of the Loan which has not been
paid and shall be calculated on the basis of a 360-day year and a 30-day
month.

      


      (b)           Payments of
Principal.  The outstanding principal balance of the Loan,
together with accrued interest, shall be paid in full on the Maturity
Date.

      


      (c)           Mandatory Prepayment of
Principal.  In the event that Borrower receives Earmarked
Funds, Borrower shall use the Earmarked Funds to prepay principal, plus accrued
interest, within two business days after such Earmarked Funds are received by
Borrower, and the amount of principal so prepaid shall reduce the Maximum Loan
Amount.

      


      (d)           Optional Prepayment of
Principal.  Borrower may prepay principal, with accrued
interest, at any time and the amount of principal so prepaid shall be available
for further Draws by Borrower during the Draw Period to the extent that the
prepayment of principal was not required under paragraph (c) of this Section
1.

      


      (e)           Default Interest
Rate.  In the event that any payment of principal or interest
is not paid within five (5) days from on the date on which the same is due and
payable, such payment shall continue as an obligation of the Borrower, and
interest thereon from the due date of such payment and interest on the entire
unpaid balance of the Loan shall accrue until paid in full at the lesser of (i)
fifteen percent (15%) per annum, or (ii) the highest interest rate permitted
under applicable law (the "Default Rate").  From and after the
Maturity Date or upon acceleration of the Note, the entire unpaid principal
balance of the Loan with all unpaid interest accrued thereon, and any and all
other fees and charges then due at such maturity, shall bear interest at the
Default Rate.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

      


      (f)         
  Date of
Payment.  If the date on which a payment of principal or
interest on the Loan is due is a day other than a Business Day, then payment of
such principal or interest need not be made on such date but may be made on the
next succeeding Business Day.

      


      (g)        
  Application of
Payments.  All payments shall be applied first to costs of
collection, next to late charges or other sums owing Lender, next to accrued
interest, and then to principal, or in such other order or proportion as Lender,
in its sole discretion, may determine.

      


      (h)       
   Currency.  All
payments shall be made in United States Dollars.

      


      2.       
    Events
of Default.  The following shall constitute Events of Default:
(a) the default of Borrower in the payment of any interest or principal due
under this Note or the Credit Agreement or any other Note arising under the
Credit Agreement; (b) the failure of Borrower to perform or observe any other
term or provision of this Note, or any other Note arising under the Credit
Agreement, or any term, provision, covenant, or agreement in the Credit
Agreement or any other Loan Document; (c) any act, omission, or other event that
constitutes an "Event of Default" under the Credit Agreement; (d) any
representation or warranty of Borrower contained in the Credit Agreement or in
any other Loan Document, or in any certificate delivered by Borrower pursuant to
the Credit Agreement or any other Loan Document, is false or incorrect in any
material respect when made or given; (e) Borrower becoming the subject of any
order for relief in a proceeding under any Debtor Relief Law (as defined below);
(f) Borrower making an assignment for the benefit of creditors; other than
repayment of the Loan, in whole or in part, to Lenders; (g) Borrower applying
for or consenting to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator, or similar officer for it or for all or
any part of its property or assets; (h) the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator, or similar officer
for Borrower, or for all or any part of the property or assets of Borrower,
without the application or consent Borrower, if such appointment continues
undischarged or unstayed for sixty (60) calendar days; (i) Borrower instituting
or consenting to any proceeding under any Debtor Relief Law with respect to
Borrower or all or any part of its property or assets, or the institution of any
similar case or proceeding without the consent of Borrower, if such case or
proceeding continues undismissed or unstayed for sixty (60) calendar days; (j)
the dissolution or liquidation of Borrower, or the winding-up of the business or
affairs of Borrower; (k) the taking of any action by Borrower to initiate any of
the actions described in clauses (e) through (j) of this paragraph; (l) the
issuance or levy of any judgment, writ, warrant of attachment or execution or
similar process against all or any material part of the property or assets of
Borrower if such process is not released, vacated or fully bonded within sixty
(60) calendar days after its issue or levy; or (m) any breach or default by
Borrower under any loan agreement, promissory note, or other instrument
evidencing indebtedness payable to a third party. As used in this Note, the term
"Debtor Relief Law" means the Bankruptcy Code of the United States of America,
as amended, or any other applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief law affecting the rights of creditors generally.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      3.        
   Remedies On
Default.  Upon the occurrence of an Event of Default, at
Lender's option, all unpaid principal and accrued interest, and all other
amounts payable under this Note shall become immediately due and payable without
presentment, demand, notice of non-payment, protest, or notice of
non-payment.  Lender also shall have all other rights, powers, and
remedies available under the Credit Agreement and any other Loan Document, or
accorded by law or at equity.  All rights, powers, and remedies of
Lender may be exercised at any time by Lender and from time to time after the
occurrence of an Event of Default.  All rights, powers, and remedies
of Lender in connection with this Note and any other Loan Document are
cumulative and not exclusive and shall be in addition to any other rights,
powers, or remedies provided by law or equity.

      


      4.           
Miscellaneous.

      


      (a)           Borrower
and all guarantors and endorsers of this Note severally waive (i) presentment,
demand, protest, notice of dishonor, and all other notices; (ii) any release or
discharge arising from any extension of time, discharge of a prior party,
release of any or all of the security for this Note, and (iii) any other cause
of release or discharge other than actual payment in full of all indebtedness
evidenced by or arising under this Note.

      


      (b)           No
delay or omission of Lender to exercise any right, whether before or after an
Event of Default, shall impair any such right or shall be construed to be a
waiver of any right or default, and the acceptance of any past-due amount at any
time by the Lender shall not be deemed to be a waiver of the right to require
prompt payment when due of any other amounts then or thereafter due and
payable.  The Lender shall not be deemed, by any act or omission, to
have waived any of Lender's rights or remedies under this Note unless such
waiver is in writing and signed by Lender and then only to the extent
specifically set forth in such writing.  A waiver with reference to
one event shall not be construed as continuing or as a bar to or waiver of any
right or remedy as to a subsequent event.

      


      (c)           Lender
may accept, indorse, present for payment, and negotiate checks marked "payment
in full" or with words of similar effect without waiving Lender's right to
collect from Borrower the full amount owed by Borrower.

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      (d)           Time is of the essence under this
Note.  Upon any Event of Default, the Lender may exercise all
rights and remedies provided for in this Note and by law, including, but not
limited to, the right to immediate payment in full of this Note.

      


      (e)           The
rights and remedies of the Lender as provided in this Note, in the Credit
Agreement, and in the Security Agreement and in law or equity, shall be
cumulative and concurrent, and may be pursued singularly, successively, or
together at the sole discretion of the Lender, and may be exercised as often as
occasion therefor shall occur; and the failure to exercise any such right or
remedy shall in no event be construed as a waiver or a release of any such right
or remedy.

      


      (f)           It
is expressly agreed that if this Note is referred to an attorney or if suit is
brought to collect this Note or any amount due under this Note, or to enforce or
protect any rights conferred upon Lender by this Note then Borrower promises and
agrees to pay on demand all costs, including without limitation, reasonable
attorneys' fees, incurred by Lender in the enforcement of Lender's rights and
remedies under this Note, and such other agreements.

      


      (g)           The
terms, covenants, and conditions contained in this Note shall be binding upon
the heirs, executors, administrators, successors, and assigns of Borrower, and
each of them, and shall inure to the benefit of the heirs, executors,
administrators, successors and assigns of Lender.

      


      (h)           This
Note shall be construed under and governed by the laws of the State of
California without regard to conflicts of law.

      


      (i)        
   No provision of this Note shall be construed or so operate as
to require the Borrower to pay interest at a greater rate than the maximum
allowed by applicable state or federal law.  Should any interest or
other charges paid or payable by the Borrower in connection with this Note or
the Loan result in the computation or earning of interest in excess of the
maximum allowed by applicable state or federal law, then any and all such excess
shall be and the same is hereby waived by Lender, and any and all such excess
paid shall be credited automatically against and in reduction of the outstanding
principal balance due of the Loan, and the portion of said excess which exceeds
such principal balance shall be paid by Lender to the Borrower.

      


      
        	
                BORROWER:

              	 
      	
                BIOTIME,
      INC.

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By

              	 
      	 
      
	 
      	 
      	
                Title

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By

              	 
      	 
      
	 
      	 
      	
                Title

              	 
      	 
      


      

       

       

    

     4