CONTROL OR RESTRICTED (RULE 144) STOCK
BORROWER'S AGREEMENT
In consideration of any margin credit extended by Xxxxxxxxx, Xxxxxx &
Xxxxxxxx Securities Corporation ("DLJ") to the undersigned on 179,665 shares of
the common stock of BioTime, Inc. owned by the undersigned and pledged to DLJ
(the "Shares"), the undersigned agrees, represents and warrants as follows:
1. The Shares are fully paid for and the undersigned is the
unconditional beneficial owner of the Shares, free and clear of any security
interest, claim or charge. The Shares are registered in the name of the
undersigned, no other person or entity has an interest in the Shares and the
undersigned has fully right, power and authority to sell, pledge, transfer and
deliver the Shares.
2. The Shares or any other such shares owned or controlled by the
undersigned (i) have not been assigned, transferred, donated, pledged,
encumbered or the subject of a put or call option by the undersigned or any
other person or entity (ii) will be deposited in the account of the undersigned
with DLJ in fully negotiable form, and (iii) for the period of the agreement,
will not be sold, assigned, transferred, donated, pledged, encumbered or the
subject of a put or call option by the undersigned or any other person or entity
without the prior written consent of a principal of DLJ; provided, however, such
requirement shall not apply to sales of the Shares through DLJ, or the pledge of
the Shares to DLJ as provided in the agreement.
3. All of the Information set forth by the undersigned in the Form 144,
Rule 144 Questionnaire and representation letter, copies of which are attached
and made a part hereof, is accurate and complete and should any change or event
occur which would render the information Inaccurate or Incomplete, the
undersigned will immediately notify DLJ of such change or event.
4. The margin credit arrangement referred to herein shall be
supplemental and in addition to all the terms and conditions of the Customer
Agreement between the undersigned and DLJ which the undersigned acknowledges he
has read, understood, and executed and which remains in full force and effect.
5. It is understood that the minimum margin required to be maintained
by the undersigned for the Shares is 40% of the current market value of the
Shares as determined on a day by day basis or $3.00 per share, whichever is
greater. It is further understood that such minimum maintenance requirement may
be changed by DLJ at any time.
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6. Should it become necessary to sell any of the Shares or to satisfy a
margin deficiency, the undersigned agrees fully to cooperate with DLJ, including
the furnishing of information and completion of forms and instruments necessary
to effect the sale. In addition, DLJ shall be authorized to sign a properly
completed Form 144 in the name of and on behalf of the undersigned. Capitalized
terms that are used herein but not otherwise defined shall have the meanings
ascribed to such terms in Control or Restricted (Rule 144) Stock Borrower's
Agreement between the undersigned and DLJ of even date herewith.
7. It is agreed that in the event the undersigned fails to satisfy a
margin deficiency, DLJ is hereby authorized to liquidate at it discretion
sufficient shares of this security held in the undersigned's account to satisfy
the margin deficiency.
8. The undersigned will not take any action that would impair the
salability of the Shares or omit to take any action necessary to avoid such
impairment. The undersigned further agrees to indemnify and hold harmless DLJ
and its officers and employees from any loss, liability, claim, damage or
expense, including any legal expense, to which DLJ and its officers and
employees may become the subject as a result of any untrue statement or omission
in any document furnished to DLJ by the undersigned or breach of this agreement
by the undersigned.
9. The failure by DLJ to object to any act or omission on the part of
the undersigned which is in contravention of any provision of this agreement,
shall not constitute a waiver of any of the rights of DLJ under this agreement
or otherwise.
10. The undersigned represents that he has sufficient collateral or
cash to meet any margin calls which might result form a margin deficiency or
from the subsequent unavailability of Rule 144 and that he will promptly advise
DLJ should he become aware of any circumstances indicating that Rule 144 is no
longer available with respect to the shares pledged.
11. DLJ agrees that the interest rate to be charged shall be 3.00%
above the Pershing Base Lending Rate, as described in the attached
"Disclosure Statement."
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12. This agreement shall remain in full force and effect until it is
either (i) terminated by DLJ, or (ii) terminated by the undersigned with the
consent of DLJ. However, all representations, warranties and indemnities
provided by the undersigned hereunder shall survive the termination of this
agreement.
/s/Xxxx Xxxxxx
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(Signature)
Xxxx Xxxxxx
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(Name)
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(Date)
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(Account Number)
Joint Account
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(Signature)
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(Name)
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(Date)
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