CONTROL NUMBER BIOTIME, INC. SUBSCRIPTION CERTIFICATE FOR Expiration Date __________, 199__ SHARES SUBSCRIPTION PRICE U.S. $___ PER SHARE CUSIP SUBSCRIPTION CERTIFICATE FOR COMMON SHARES VOID IF NOT EXERCISED AT OR BEFORE 5:00 P.M. (NEW YORK TIME) ON _______, 199_, 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 THIS SUBSCRIPTION CERTIFICATE MAY BE USED TO SUBSCRIBE FOR COMMON SHARES 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 Common Shares, no par value, of BioTime, Inc. shown above, in the ratio of one Common Share for each ___ Rights held, pursuant to the Primary Subscription and upon the terms and conditions and at the price for each Common Share specified in the Prospectus dated ____________, 1996. If you subscribe for fewer than all the shares represented by this Subscription Certificate, the Subscription Agent will issue a new Subscription Certificate representing the balance of the unsubscribed 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 ___________, 199_. No new Subscription Certificate will be issued after that date. IMPORTANT: Complete appropriate form on reverse DATE: _______________, 199__ BIOTIME, INC. - ----------------------------- ---------------------------------- SECRETARY PRESIDENT Countersigned: American Stock Transfer & Trust Company (New York, N.Y.) Subscription Agent By: ___________________________________________________ Authorized Signature Exhibit 4.4 Expiration Date: ________, 19__ PLEASE COMPLETE ALL APPLICABLE INFORMATION By Mail: By Hand: By Overnight Courier: To: American Stock To: American Stock To: American Stock Transfer & Trust Company Transfer & Trust Company Transfer & Trust Company 40 Wall Street 40 Wall Street, 46th Floor 40 Wall Street, 46th Floor New York, New York 10005 New York, New York 10005 New York, New York 10005 SECTION 1: TO SUBSCRIBE: I hereby irrevocably subscribe for the dollar amount of Common Shares 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 |X| below: |_| A. Primary Subscription ____________________ / ___ = (Rights Exercised) .000 $ $ - ------------------ X ------------------- = ---------------------- (Shares Requested) (Subscription Price) (Amount Required) |_| B. Over-Subscription Privilege .000 $ $ (*) -------------------- X -------------------- = ---------------------- (Shares Requested) (Subscription Price) (Amount Required) Amount of Check Enclosed or Amount in Notice of Guaranteed Delivery (total of A + B) = $ ---------------- Make check payable to the order of "BioTime, Inc." (*) The Over-Subscription Privilege can be exercised by Record Date Shareholders only, as described in the Prospectus. |_| C. Sell any remaining unexercised Rights |_| D. Sell all of my Rights. _______________________________________ Signature of Subscriber(s)/Seller(s) Please provide your telephone number Day (___) ___________________ 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 REGARDING FOREIGN STATUS) IS ON FILE WITH THE SUBSCRIPTION AGENT AND THE SELLER IS NOT OTHERWISE SUBJECT TO U.S. BACKUP WITHHOLDING. |_| 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: