CONTROL NUMBER BIOTIME, INC. SUBSCRIPTION CERTIFICATE FOR
Expiration Date __________, 1999 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 _______, 1999, 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 20 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 ____________, 1999.
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
___________, 1999. No new Subscription Certificate will be issued after that
date.
IMPORTANT: Complete appropriate form on reverse
DATE: _______________, 1999
BIOTIME, INC.
- ----------------------------- ----------------------------------
SECRETARY PRESIDENT
Countersigned: American Stock Transfer & Trust Company (New York, N.Y.)
Subscription Agent
By: ___________________________________________________
Authorized Signature
Expiration Date: ________, 1999
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 ____________________ / 20 =
(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: