Exhibit (d)
Representation letter FOR AFFILIATES of a Company
whose Stock is used as collateral for Margin
Xxxxxxxxxx Securities
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000.
Attn: Margin Department
Gentlemen:
Reference is made to the Customer Agreement I executed with
you, pursuant to which you opened and maintain account number XXX-XXXXX
for me, and which agreement governs the extension and maintenance of
margin credit with respect to such account.
I am an affiliate (as defined in Rule 144 (a) (1) under the
Securities Act of 1933 (the "Act") of Biotime, Inc. (the "Company"). I
wish to obtain margin credit on not more than 58,345 shares of the
common stock (the "Securities") of the Company. I understand that in
order for you to extend margin credit to me which is collateralized by
the Securities, you must be able to sell the Securities pursuant to
Rule 144 of the Act ("Rule 14+"), which requires that certain
conditions must be met. Accordingly, I hereby represent to you and
covenant with you as follows:
1. I acquired and fully paid for the Securities on January 18, 1991.
The Securities are "restricted securities" within the meaning of
Rule 144, and bear a legend describing restrictions on the
transfer of the Securities.
2. In the preceding three months, I, together with all persons
who are considered the same "person" as me under Rule l44(a)(2)
and all persons whose sales must be aggregated with mine pursuant
to Rule 144(e)(3), have sold 0 shares of common stock of the
Company. - --------------------------------------
3. The Securities, together with all shares of capital stock of the
Company held by persons whose sales would be aggregated with sales
by me pursuant to Rule 1 4+(e)(3), constitute less -than the
greater of (i) 1% of the shares of common stock of the Company
currently outstanding or (ii) the average weekly reported volume
of trading in the Common Stock of the Company on all national
securities exchanges, through the Nasdaq Stock Market, Inc., and
/or through the consolidated
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transaction reporting system. I agree that for the duration of the
period for which my margin loan from Xxxxxxxxxx is collateralized,
in whole or in part, by the Securities, I will not transfer any
shares of capital stock of the Company to any person whose sales
would be aggregated with sales by me pursuant to Rule l44(e)(3).
4. I agree that for the duration of the period for which my margin
loan from Xxxxxxxxxx Securities is collateralized, in whole or in
part, by the Securities, I will not sell, and I will cause all
persons who are considered the same "person" as me under Rule
l44(a)(2) not to sell, any shares of common stock of the Company.
5. I will not use any margin credit to purchase securities of any
other company of which xxx an affiliate (as defined in Rule 144(a)
(1)).
6. I have no outstanding borrowing collateralized by any shares of
capital stock of the Company and I will not incur such borrowing
from any other person for the duration of the period for which my
margin loan from Xxxxxxxxxx Securities is collateralized, in whole
or in part, by the Securities.
7. I have delivered to you an executed Form 144, a Seller's
Representation Letter under Rule 144 and such other documents as
you have requested to enable you to sell the Securities under Rule
144 at any time you may consider it necessary for your protection.
The information contained in these documents is true and correct.
You may rely on the continued accuracy and completeness of such
information unless and until I have informed you m writing of any
changes to such information and have provided you with corrected
versions of such documents I will not take any action or omit to
take any action that would prevent you from selling the Securities
at any time pursuant to Rule 144.
8. I will notify you immediately of any occurrence which would
render any of the foregoing representations inaccurate.
9. I am familiar with the provisions of Section 16 of the
Securities Exchange Act of 1934 and the rules promulgated
thereunder. I understand the possible consequences to me if you
sell the Securities at a time when such sale would deem 'me to
have received "short-swing" profits, which consequences could
include the payment to the Company by me of all such profits.
The Company, its transfer agent and their agents and representatives may rely on
this letter. I will indemnify you and hold you harmless from and against any and
all loss, damage, claim, liability and expense arising out of or resulting from
the breach of any representation or covenant herein.
Very truly yours,
Xxxxxx Xxxxxx
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