exv4w4



 




Exhibit 4.4




	 	 	 	 	 
	CONTROL NUMBER	 	BIOTIME, INC.	 	SUBSCRIPTION CERTIFICATE FOR
	 	 	
    SUBSCRIPTION CERTIFICATE FOR UNITS VOID IF NOT EXERCISED AT OR
    BEFORE 5:00 P.M. (NEW YORK TIME) ON DECEMBER 21, 2005
    (THE EXPIRATION DATE). THIS SUBSCRIPTION CERTIFICATE IS
    TRANSFERRABLE AND MAY BE COMBINED OR DIVIDED (BUT ONLY INTO
    SUBSCRIPTION CERTIFICATES EVIDENCING A WHOLE NUMBER OF RIGHTS)
    AT THE OFFICE OF THE SUBSCRIPTION AGENT	 	
    Rights

    

    SUBSCRIPTION PRICE U.S. $0.40 PER UNIT

    

    

    

    

    

    

    

    

    CUSIP 09066L 15 4





Expiration Date December 21, 2005




THIS SUBSCRIPTION CERTIFICATE MAY BE USED TO SUBSCRIBE FOR UNITS
OR MAY BE ASSIGNED OR SOLD. FULL INSTRUCTIONS APPEAR ON THE BACK
OF THIS SUBSCRIPTION CERTIFICATE.



     
REGISTERED OWNER:




The registered owner of this Subscription Certificate, named
above, or assignee, is entitled to the number of rights to
subscribe for units consisting of one common share, no par
value, and one warrant to purchase one common share of BioTime,
Inc. shown above, in the ratio of one unit for each four rights
held, and upon the terms and conditions and at the price for
each unit specified in the Prospectus dated October 27,
2005, as amended.




DATE: ________________________________________ 2005




BIOTIME, INC.




 





SECRETARY




Countersigned: American Stock Transfer & Trust Company
(Brooklyn, N.Y.) Subscription Agent






		
	By: 	
     





Authorized Signature




If you exercise fewer than all the rights represented by this
Subscription Certificate, the subscription agent will issue a
new Subscription Certificate representing the balance of the
unexercised rights, provided that the subscription agent has
received your properly completed and executed Subscription
Certificate and payment prior to 5:00 p.m., New York time,
on December 20, 2005. No new Subscription Certificates will
be issued after that date.




IMPORTANT: Complete appropriate form on reverse




BIOTIME, INC.




 





VICE PRESIDENT; MEMBER, OFFICE OF




THE PRESIDENT











 




Expiration Date: December 21, 2005




PLEASE COMPLETE ALL APPLICABLE INFORMATION




	 	 	 	 	 
	
    By Mail:	 	
    By Hand:	 	
    By Overnight Courier:
	
    To: American Stock

    Transfer & Trust Company

    Operations Center

    Attn: Reorganization Dept.

    6201
    15th Avenue

    Brooklyn, New York 11219	 	
    To: American Stock

    Transfer & Trust Company

    Attn: Reorganization Dept.

    59 Maiden Lane, Plaza Level

    New York, New York 10038	 	
    To: American Stock

    Transfer & Trust Company

    Operations Center

    Attn: Reorganization Dept.

    6201
    15th Avenue

    Brooklyn, New York 11219





	 	 	 
	
    SECTION 1:	 	
    TO SUBSCRIBE: I hereby irrevocably subscribe for the
    dollar amount of Units indicated as the total of A and B below
    upon the terms and conditions specified in the Prospectus
    related hereto, receipt of which is acknowledged.

    

	
    TO SELL:	 	
    If I have checked either the box on line C or the box on
    line D, I authorize the sale of Rights by the subscription
    agent according to the procedures described in the Prospectus.
    The check for the proceeds of sale will be mailed to the address
    of record.





Please check below:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    o    A.
    Subscription

    	 	 	 	
    ÷4 =	 	 	 	
    ×	 	
    $0.40	 	
    =	 	
    $
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
    (Rights Exercised)	 	 	 	
    (Units Requested)	 	 	 	
    (Subscription Price)	 	 	 	
    (Amount Required)





	 	 	 	 	 	 	 	 	 	 	 
	
    
    o    B.
    Over-Subscription Privilege

    	 	 	 	
    ×	 	
    $0.40	 	
    =	 	
    $
	 	 	 	 	 	 	 	 	 	 	 
	 	 	
    (Units Requested)	 	 	 	
    (Subscription Price)	 	 	 	
    (Amount Required)(*)
	 	 	 	 	 	 	
    (Total of A + B)	 	
    =	 	
    $
	 	 	 	 	 	 	 	 	 	 	 







		
	(*) 	
    The Over-Subscription Privilege can be exercised by certain
    shareholders only, as described in the Prospectus.






		
	o	
    Check in the amount of
    $                  payable
    to the Subscription Agent “American Stock
    Transfer & Trust Company”
	 
	o	
    Certified check, bank draft, or money order in the amount of
    $                  payable
    to the Subscription Agent “American Stock
    Transfer & Trust Company”
	 
	o	
    Wire transfer in the amount of
    $                  directed
    to American Stock Transfer & Trust Company,
    Subscription Agent, JP Morgan Chase Bank WIRE CLEARING
    ACCOUNT ABA #021000021, Account 323-212069, Attention:
    Reorg. Dept.
	 
	o	
                      C.
    Sell any remaining unexercised Rights
	 
	o	
                      D.
    Sell all of my Rights.




                                                      
Please provide your telephone number Day
(    )                                    
Signature of




Subscriber(s)/Seller(s)                                                                                     Evening
(    )                                    




Social Security Number or Tax ID
Number:                                             




SECTION II: TO TRANSFER RIGHTS: (except pursuant to
C and D above)




For value received,
                                             
of the Rights represented by this Subscription Certificate are
assigned to




	 	 	 
	 	 	 
	
    
    Social Security Number or Tax ID Number of Assignee

    	 	
    (Print Full Name of Assignee)

    

	 	 	 
	
    
    Signature(s) of Assignor(s)

    	 	
    (Print Full Address including postal Zip Code)





The signature(s) must correspond with the name(s) as written
upon the face of this Subscription Certificate, in every
particular, without alteration.










 








	 	 	 
	IMPORTANT:

	 	For transfer, a signature guarantee must be provided by an eligible financial
institution which is a participant in a recognized signature guarantee program.





SIGNATURE GUARANTEED BY:



PROCEEDS FROM THE SALE OF RIGHTS MAY BE SUBJECT TO WITHHOLDING OF U.S. TAXES UNLESS THE SELLER’S
CERTIFIED U.S. TAXPAYER IDENTIFICATION NUMBER (OR CERTIFICATION REGARD-ING FOREIGN STATUS) IS ON
FILE WITH THE SUBSCRIPTION AGENT AND THE SELLER IS NOT OTHERWISE SUBJECT TO U.S. BACKUP
WITHHOLDING.



o           CHECK HERE IF RIGHTS ARE BEING EXERCISED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY DELIVERED TO
THE SUBSCRIPTION AGENT PRIOR TO THE DATE HEREOF AND COMPLETE THE FOLLOWING:



NAME(S) OF REGISTERED OWNER(S):

WINDOW TICKET NUMBER (IF ANY):

DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY:

NAME OF INSTITUTION WHICH GUARANTEED DELIVERY:


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