EXHIBIT 4.2
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 AND THE
HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL ADDRESSED TO THE COMPANY TO
SUCH EFFECT; PROVIDED, THAT SUCH OPINION SHALL BE IN FORM AND SUBSTANCE AND FROM
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY.
VOID AFTER 5:00 P.M. NEW YORK TIME, [INSERT EXPIRATION DATE]
Certificate No. Warrant to Purchase
------ [Insert number of Shares]
Shares of Common Stock
BIOTIME, INC.
COMMON SHARE PURCHASE WARRANTS
This certifies that, for value received, [Insert name of
Holder] or registered assigns (the "Holder"), is entitled to purchase from
Biotime, Inc. a California corporation (the "Company"), at any time after 9:00
A.M., New York time, on [Insert Date of Allowed Exercise pursuant to Section 1
of the Warrant Agreement referred to below] at a purchase price per share
[Insert Warrant Price determined pursuant to Sections 9 and 10 of the Warrant
Agreement] (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 Share 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. Outstand-ing Warrants not exercised prior
to 5:00 p.m., New York time, on [Insert Expiration Date pursuant to Section 1 of
the Warrant Agreement] 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 bank or trust company or a broker or
dealer which is a member of the National Association of Securities Dealers,
Inc., and simultaneous payment of the Warrant Price (or as otherwise set forth
in Section 10.5) 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 such price shall be made in cash or by certified or bank
cashier's check. As provided in the Warrant Agreement, the Warrant Price and the
number or kind of shares which may be purchased
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upon the exercise of the Warrant evidenced by this Warrant Certificate are, upon
the happening of certain events, subject to modification and adjustment.
This Warrant Certificate is issued under and in accordance
with a Warrant Agreement dated as of September 13, 1995 between the Company and
Greenbelt Corp. and is subject to the terms and provisions contained in the
Warrant Agreement, to all of which the Holder of this Warrant Certificate by
acceptance of this Warrant Certificate consents. A copy of the Warrant Agreement
may be obtained by the Holder hereof upon written request to the Company. In the
event that pursuant to Section 13 of the Warrant Agreement a Warrant Agent is
appointed and a new warrant agreement entered into between the Company and such
Warrant Agent, then such new warrant agreement shall constitute the Warrant
Agreement for purposes hereof and this Warrant Certificate shall be deemed to
have been issued pursuant to such new warrant agreement.
Upon any partial exercise of the Warrant evidenced by this
Warrant Certificate, there shall be issued to the Holder hereof a new Warrant
Certificate in respect of the shares of Common Stock as to which the Warrant
evidenced by this Warrant Certificate shall not have been exercised. This
Warrant Certificate may be exchanged at the office of the Company (or the
Warrant Agent, if appointed) by surrender of this Warrant Certificate properly
endorsed either separately or in combination with one or more other Warrant
Certificates for one or more new Warrant Certificates evidencing the right of
the Holder thereof to purchase the aggregate number of shares as were
purchasable on exercise of the Warrants evidenced by the Warrant Certificate or
Certificates exchanged. No fractional shares will be issued upon the exercise of
any Warrant, but the Company will pay the cash value thereof determined as
provided in the Warrant Agreement. This Warrant Certificate is transferable at
the office of the Company (or the Warrant Agent, if appointed) in the manner and
subject to the limitations set forth in the Warrant Agreement.
The Holder hereof may be treated by the Company, the Warrant
Agent (if appointed) and all other persons dealing with this Warrant Certificate
as the absolute owner hereof for any purpose and as the person entitled to
exercise the rights represented hereby, or to the transfer hereof on the books
of the Company, any notice to the contrary notwithstanding, and until such
transfer on such books, the Company (and the Warrant Agent, if appointed) may
treat the Holder hereof as the owner for all purposes.
Neither the Warrant nor this Warrant Certificate entitles any
Holder to any of the rights of a stockholder of the Company.
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[This Warrant Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Warrant Agent.]*
DATED:
BIOTIME, INC.
(Seal) By:________________________
Title:
Attest:____________________
[COUNTERSIGNED:
WARRANT AGENT
By:_________________________]*
Authorized Signature
--------------------
* To be part of the Warrant only after the appointment of a Warrant
Agent pursuant to Section 13 of the Warrant Agreement.
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PURCHASE FORM
(To be executed upon exercise of Warrant)
To Biotime, Inc.:
The undersigned hereby irrevocably elects to exercise the
right of purchase represented by the within Warrant Certificate for, and to
purchase thereunder, _____ shares of Common Stock, as provided for therein, and
tenders herewith payment of the purchase price in full in the form of cash or a
certified or bank cashier's check in the amount of $_________.
Please issue a certificate or certificates for such shares of
Common Stock in the name of, and pay any cash for any fractional share to:
PLEASE INSERT SOCIAL SECURITY NAME
OR OTHER IDENTIFYING NUMBER (Please Print Name &
OF ASSIGNEE Address)
___________________________ Address
___________________________ Signature
NOTE: The above signature should correspond exactly with the name on
the face of this Warrant Certificate or with the name of the
assignee appearing in the assignment form below.
And, if said number of shares shall not be all the shares purchasable under the
within Warrant Certificate, a new Warrant Certificate is to be issued in the
name of said undersigned for the balance remaining of the share purchasable
thereunder less any fraction of a share paid in cash.
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ASSIGNMENT
(To be executed only upon assignment of Warrant Certificate)
For value received, _____________ hereby sells, assigns and
transfers unto _______________ the within Warrant Certificate, together with all
right, title and interest therein, and does hereby irrevocably constitute and
appoint _________________ attorney, to transfer said Warrant Certificate on the
books of the within-named Company, with full power of substitution in the
premises.
Dated:___________________ ____________________________
NOTE: The above signature should correspond
exactly with the name on the face of this
Warrant Certificate.
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