Exhibit 4.6
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT MAY NOT BE EXERCISED,
SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED EXCEPT UNDER
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION
IS AVAILABLE.
VOID AFTER 5:00 P.M. NEW YORK TIME,
October 31, 2010
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Certificate No. ___
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Warrant to Purchase
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[Insert number of
Shares]
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Shares of Common
Stock
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BIOTIME, INC.
COMMON STOCK PURCHASE
WARRANTS
This certifies that, for value received,
_____________ or registered assigns (the “Holder”), is
entitled to purchase from BioTime, Inc. a California corporation
(the “Company”), at a purchase price per share of Two
Dollars ($2.00) (the “Warrant Price”), the number of
its Common Shares, no par value per share (the “Common
Stock”), shown above. The number of shares
purchasable upon exercise of the Common Stock Purchase Warrants
(the “Warrants”) and the Warrant Price are subject to
adjustment from time to time as set forth in the Warrant Agreement
referred to below. Outstanding Warrants not exercised
prior to 5:00 p.m., New York time, on October 31, 2010 shall
thereafter be void.
Subject to restriction specified in the Warrant
Agreement, Warrants may be exercised in whole or in part by
presentation of this Warrant Certificate with the Purchase Form on
the reverse side hereof duly executed, which signature shall be
guaranteed by a financial institution that is a participant in a
recognized signature guarantee program, and simultaneous payment of
the Warrant Price (or as otherwise set forth in Section 10.4 of the
Warrant Agreement) at the principal office of the Company (or if a
warrant agent is appointed, at the principal office of the warrant
agent). Payment of the Warrant Price shall be made by
bank wire transfer to the account of the Company, in cash, or by
certified or bank cashier’s check as provided in Section 3 of
the Warrant Agreement. As provided in the Warrant
Agreement, the Warrant Price and the number or kind of shares which
may be purchased upon the exercise of the Warrant evidenced by this
Warrant Certificate are, upon the happening of certain events,
subject to modification and adjustment.
The Warrants evidenced by this Warrant
Certificate may be redeemed by the Company, at its election, at any
time, if (a) a registration statement that includes the Warrants
and Warrant Shares is then effective under the Securities Act of
1933, as amended, and (b) the closing price of the Common Stock on
a national securities exchange or the Nasdaq Stock Market equals or
exceeds 200% of the Warrant Price for any fifteen (15) consecutive
trading days ending not more than thirty (30) days prior to the
date of the notice given pursuant to Section 6.2 of the Warrant
Agreement. From and after the date specified by the
Company for redemption of the Warrants (the “Redemption
Date”), the Warrants evidenced by this Warrant Certificate
shall no longer be deemed outstanding and all rights of the Holder
of this Warrant Certificate shall cease and terminate, except for
the right of the registered Holder to receive payment of the
redemption price of one cent ($0.01) per Warrant Share upon
presentation and surrender of this Warrant
Certificate. The Redemption Date shall abate, and the
notice of redemption shall be of no effect, if the closing price or
average bid price of the Common Stock, as applicable
under
