ARTICLES OF INCORPORATION
undersigned, Michael D. West, Ph.D., Aditya Mohanty, and Stephana Patton, certify that:
They are the Co-Chief Executive Officers and the Secretary, respectively, of BioTime, Inc., a California corporation (the “Corporation”).
Article THREE of the Corporation’s Restated Articles of Incorporation is amended to read as follows:
The corporation is authorized to issue two classes of shares, which shall be designated “Common Shares” and “Preferred
Shares”. The number of Common Shares which the corporation is authorized to issue is 250,000,000, and the number of Preferred
Shares which the corporation is authorized to issue is 2,000,000. The Preferred Shares may be issued in one or more series as
the board of directors may by resolution designate. The board of directors is authorized to fix the number of shares of any series
of Preferred Shares and to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon
the Preferred Shares as a class, or upon any wholly unissued series of Preferred Shares. The board of directors may, by resolution,
increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series of
Preferred Shares subsequent to the issue of shares of that series.”
The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.
The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance
with Section 902 of the California Corporations Code. The total number of outstanding Common Shares of the Corporation entitled
to vote with respect to this amendment was 106,658,109. The number of Common Shares voting in favor of the amendment equaled or
exceeded the vote required. The percentage vote required was more than 50% of the outstanding Common Shares entitled to vote.
There are no Preferred Shares of the Corporation issued and outstanding.
further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate
are true and correct of our own knowledge.
May 1, 2018.
Michael D. West|