EXHIBIT
10.49

    


    STOCK
PURCHASE AGREEMENT

    


    THIS STOCK PURCHASE AGREEMENT
(this “Agreement”) is
made as of the 1st day of
May, 2010 by and among Medgenics, Inc. a Delaware corporation (the “Company”), and
_____________________________________ (individually, a “Purchaser” and collectively,
the “Purchasers”).

    


    Recitals

    


    A.           The
Company and the Purchasers are executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by the
provisions of Regulation D (“Regulation D”), as
promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities
Act of 1933, as amended (the “1933 Act”).

    


    B.           The
Purchasers wish to purchase from the Company, and the Company wishes to sell and
issue to the Purchasers, upon the terms and conditions stated in this Agreement,
the number of unregistered shares (the “Shares”) of the Company’s
Common Stock, par value $0.0001 per share (together with any securities into
which such shares may be reclassified the “Common Stock”), set opposite
such Purchaser’s name on the signature page hereto.

    


    In consideration of the mutual promises
made herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     

    1.           Purchase and Sale of
Shares.  On the terms and subject to the conditions hereinafter
set forth, each of the Purchasers, severally and not jointly, agrees to purchase
from the Company, and the Company agrees to sell to the Purchasers, the Shares
at a purchase price per Share (the “Purchase Price”) at the
Closing (as defined below) equal to $0.072359.  The aggregate Purchase
Price paid at Closing for the Shares purchased by each Purchaser shall be
rounded up to the nearest whole cent.

     

    2.           Payment; Closing.

    


    2.1          Payment.  On
the Closing Date each Purchaser shall pay the Purchase Price for the Shares to
be issued and sold to him or it at the Closing.  The Purchase Price
shall be paid by wire transfer of immediately available funds in accordance with
the Company’s written instructions.  At the Closing, upon payment of
the Purchase Price therefor by the applicable Purchaser, the Company will
deliver irrevocable written instructions (“Transfer Instructions”) to
the transfer agent for the Company’s Common Stock to issue certificates
representing the Shares registered in the name of such Purchaser and to deliver
such certificates to or at the direction of such Purchaser.  The
Company shall not have the power to revoke or amend the Transfer Instructions
without the written consent of such Purchaser.


    
      
         


      

      
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    2.2          Closing
Date.  Subject to the satisfaction (or written waiver) of the
conditions set forth in Sections 5 and 6 below, the closing of the transactions
contemplated by this Agreement shall be held on May 17, 2010, or such other time
as may be mutually agreed upon by the parties to this Agreement (the “Closing Date”), at the
offices of Barack Ferrazzano Kirschbaum & Nagelberg LLP, 200 W. Madison
Street, Suite 3900, Chicago, Illinois 60606 or at such other
location or by such other method (including exchange of signed documents) as may
be mutually agreed upon by the parties to this Agreement (“Closing”).

    


    3.           Representations and
Warranties of Purchasers.  Each Purchaser,
severally and not jointly, represents and warrants to the Company
that:

    


    3.1          Organization and
Qualification.  If such Purchaser is an entity, such Purchaser
represents and warrants that it is a corporation duly organized, validly
existing and in good standing under the laws of the state of its incorporation,
with full power and authority to purchase the Shares.

    


    3.2          Authorization;
Enforcement.  If such Purchaser is an entity, such Purchaser
represents and warrants that this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized by, and
duly executed and delivered on behalf of, such Purchaser.  Each of the
Purchasers represents and warrants that this Agreement constitutes the valid and
binding agreement of such Purchaser enforceable in accordance with its terms,
except as such enforceability may be limited by:  (i) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws in
effect that limit creditors’ rights generally; (ii) equitable limitations on the
availability of specific remedies; and (iii) principles of equity.

    


    3.3          Securities
Matters.  In connection with the Company’s compliance with
applicable securities laws:

    


    a.           None of the Shares are registered under
the 1933 Act or any state securities laws. Such Purchaser understands
that the Shares are being offered and sold to him or it in reliance upon
specific exemptions from the registration requirements of United States and
state securities laws and that the Company is relying upon the truth and
accuracy of, and such Purchaser’s compliance with, the representations,
warranties, agreements, acknowledgments and understandings of such Purchaser set
forth herein in order to determine the availability of such exemption and the
eligibility of Such Purchaser to acquire the Shares.

    


    b.           Such Purchaser has no agreement or
arrangement, formal or informal, with any person to sell or transfer all or any
part of the Shares, and such Purchaser has no plans to enter into any such
agreement or arrangement.  Such Purchaser is purchasing the
Shares for its own account, not as a nominee or agent, for investment purposes
and not with a present view towards resale, except pursuant to sales exempted
from registration under the 1933 Act, or registered under the 1933
Act.  There can be no
assurance that there will be any market for resale of the Shares, nor can there
be any assurance that such securities will be freely transferable at any time in
the foreseeable future.

     

    
      
         


      

      
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    c.           Such
Purchaser is an “accredited Purchaser” as that term is defined in Rule 501(a) of
Regulation D under the 1933 Act, and has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Shares.  Such Purchaser understands that
his or its investment in the Shares involves a significant degree of
risk.  Such Purchaser understands that no United States federal or
state agency or any other government or governmental agency has passed upon or
made any recommendation or endorsement of the Shares.

    


    3.4          Information.  Such
Purchaser has conducted its own due diligence examination of the Company’s
business, financial condition, results of operations, and
prospects.  In connection with such investigation, such Purchaser and
his or its representatives (i) have reviewed the Company’s regulatory and other
filings made by the Company with AIM or posted on the Company’s website pursuant
to the AIM Rules for Companies, governing admission to and the operation of AIM,
as published by the London Stock Exchange plc, including, without limitation,
the Company’s Admission Document, and (ii) have been given an opportunity to ask
questions, to the extent such Purchaser considered necessary, and have received
answers from, officers of the Company concerning the business, finances and
operations of the Company and information relating to the offer and sale of the
Shares.  In evaluating the suitability of an investment in the
Company, such Purchaser has not relied upon any representation or information
(oral or written) other than as stated in this Agreement.

    


    3.5          Restrictions on
Transfer.  Such Purchaser understands that the issuance of
the Shares has not been and is not being registered under the 1933 Act or any
applicable state securities laws. Such Purchaser may be required to hold the
Shares indefinitely and the Shares may not be transferred unless (i) the Shares
are sold pursuant to an effective registration statement under the 1933 Act, or
(ii) the Purchaser shall have delivered to the Company an opinion of counsel to
the effect that the Shares to be sold or transferred may be sold or transferred
pursuant to an exemption from such registration, which opinion shall be
reasonably acceptable to the Company. Such Purchaser understands that until such
time as the resale of the Shares has been registered under the 1933 Act or
otherwise may be sold pursuant to an exemption from registration, certificates
evidencing the Shares may bear a restrictive legend in substantially the
following form (and a stop-transfer order may be placed against transfer of the
certificates evidencing such Shares):

    


    “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY
STATE AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS AFFORDED UNDER APPLICABLE
LAWS.  THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, HYPOTHECATED, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS, OR AN APPLICABLE EXEMPTION (AS TO WHICH THE
ISSUER SHALL BE REASONABLY SATISFIED, INCLUDING RECEIPT OF AN ACCEPTABLE LEGAL
OPINION) FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS.”

     

    
      
         


      

      
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    3.6          No General
Solicitation.  Such Purchaser is unaware of, is in no way
relying on, and did not become aware of the offering of the Shares through or as
a result of, any form of general solicitation or general advertising including,
without limitation, any article, notice, advertisement or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio, in connection with the offering and sale of the Shares and
is not subscribing for the Shares and did not become aware of the offering of
the Shares through or as a result of any seminar or meeting to which such
Purchaser was invited by, or any solicitation of a subscription by, a person not
previously known to such Purchaser in connection with investments in securities
generally.

    


    3.7          Commission.  Such
Purchaser has taken no action that would give rise to any claim by any person
for brokerage commissions, finders' fees or the like relating to this Agreement
or the transactions contemplated hereby.

    


    3.8          Additional
Information.  Within five (5) days after receipt of a request
from the Company, such Purchaser will provide such information and deliver such
documents as may reasonably be necessary to comply with any and all laws and
ordinances to which the Company is subject.

    


    3.9          OFAC
Representation.                                                      

    


    a.           Such
Purchaser represents that the amounts invested by it in the Shares were not and
are not directly or indirectly derived from activities that contravene federal,
state or international laws and regulations, including anti-money laundering
laws and regulations. Federal regulations and Executive Orders administered by
the Officer of Foreign Assets Control (“OFAC”) prohibit, among other
things, the engagement in transactions with, and the provision of services to,
certain foreign countries, territories, entities and individuals.  The
lists of OFAC prohibited countries, territories, persons and entities can be
found on the OFAC website at <http://www.treas.gov/ofac>.  In
addition, the programs administered by OFAC (the “OFAC Programs”) prohibit
dealing with individuals or entities in certain countries regardless of whether
such individuals or entities appear on the OFAC lists.

    


    b.           To
the best of such Purchaser’s knowledge, none of: (1) such Purchaser; (2) any
person controlling or controlled by such Purchaser; (3) if such Purchaser is a
privately-held entity, any person having a beneficial interest in such
Purchaser; or (4) any person for whom such Purchaser is acting as agent or
nominee in connection with this investment is a country, territory, individual
or entity named on an OFAC list, or a person or entity prohibited under the OFAC
Programs.  Such Purchaser agrees to promptly notify the Company should
such Purchaser become aware of any change in the information set forth in these
representations.  Such Purchaser understands and acknowledges that, by
law, the Company may be obligated to “freeze the account” of such Purchaser,
either by prohibiting additional subscriptions from such Purchaser, declining
any redemption requests and/or segregating the assets in the account in
compliance with governmental regulations.  Such Purchaser further
acknowledges that the Company may, by written notice to such Purchaser, suspend
the redemption rights, if any, of such Purchaser if the Company reasonably deems
it necessary to do so to comply with anti-money laundering regulations
applicable to the Company or any of the Company’s other service
providers.  These individuals include specially designated nationals,
specially designated narcotics traffickers and other parties subject to OFAC
sanctions and embargo programs.


    
      
         


      

      
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    c.           To
the best of such Purchaser’s knowledge, none of: (1) such Purchaser; (2) any
person controlling or controlled by such Purchaser; (3) if such Purchaser is a
privately-held entity, any person having a beneficial interest in such
Purchaser; or (4) any person for whom such Purchaser is acting as agent or
nominee in connection with this investment is a senior official in the
executive, legislative, administrative, military or judicial branches of a
foreign government (whether elected or not), a senior official of a major
foreign political party, or a senior executive of a foreign government-owned
corporation, or any corporation, business or other entity that has been formed
by, or for the benefit of, a senior foreign political figure, or
any immediate family member or
close associate of a
senior foreign political figure.  Such Purchaser is not affiliated
with a non-U.S. banking institution (a “Foreign Bank”), and does not
receive deposits from, make payments on behalf of, or handle other financial
transactions related to a Foreign Bank.

    


    4.           Representations and
Warranties of the Company. The Company represents and
warrants to each Purchaser that:

    


    4.
1         Organization, Good Standing
and Qualification.  Each of the Company and Medgenics Medical
(Israel) Limited (the “Subsidiary”) is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has all requisite corporate power and
authority to carry on its business as now conducted and to own its
properties.  Each of the Company and the Subsidiary is duly qualified
to do business as a foreign corporation and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or leasing of
property makes such qualification or leasing necessary unless the failure to so
qualify has not had and could not reasonably be expected to have a material
adverse effect on (i) the assets, liabilities, results of operations, condition
(financial or otherwise), business, or prospects of the Company and the
Subsidiary taken as a whole, or (ii) the ability of the Company to perform its
obligations under this Agreement (a “Material Adverse Effect”).
The Company has no subsidiaries other than the Subsidiary.

    


    4.2          Authorization.  The
Company has full power and authority and has taken all requisite
action on the part of the Company, its officers, directors and stockholders
necessary for (i) the authorization, execution and delivery of this Agreement,
(ii) the authorization of the performance of all obligations of the Company
hereunder, and (iii) the authorization, issuance (or reservation for issuance)
and delivery of the Shares.  This Agreement constitutes the legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with their terms, subject to (i) bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability,
relating to or affecting creditors’ rights generally; (ii) equitable limitations
on the availability of specific remedies; (iii) principles of equity (regardless
of whether such enforcement is considered in a proceeding in law or in equity);
and (iv) to the extent rights to indemnification and contribution may be limited
by federal securities laws or the public policy underlying such
laws.


    
      
         


      

      
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    4.3          Valid
Issuance.  The Shares have been duly and validly authorized
and, when issued pursuant to the terms of this Agreement, will be validly
issued, fully paid and non-assessable, free and clear of all encumbrances and
restrictions, except for restrictions on transfer set forth herein or imposed by
applicable securities laws and except for those created by the applicable
Purchaser.

    


    4.4          Consents.  The
execution, delivery and performance by the Company of this Agreement and the
offer, issuance and sale of the Shares require no consent of, action by or in
respect of, or filing with, any person, governmental body, agency, or official
other than filings that have been made pursuant to applicable state securities
laws and post-sale filings pursuant to applicable state and federal securities
laws which the Company undertakes to file within the applicable time
periods.

    


    4.5          Delivery of AIM Filings;
Compliance with AIM Rules.  The Company has made available to
the Purchasers, true and complete copies of the Company’s most recent public
filings required to be made by the Company pursuant to the AIM
Rules.  For so long as the Common Stock has been admitted to trading
on the AIM Market operated by London Stock Exchange plc (“AIM”), the Company has
complied in all material respects with all relevant laws and resolutions
including (i) the Companies Act 1985 (as amended) and the Companies Act 2006,
(ii) the AIM Rules, (iii) the Financial Services and Markets Act 2000, (iv) the
Code of Market Conduct published by the Financial Services Authority, (v) the
Criminal Justice Act 1993 and (vi) any other obligations imposed from time to
time by the London Stock Exchange on companies whose securities have been
admitted to trading on AIM.

    


    5.           Conditions to the
Company’s Obligations.  The obligation of the Company hereunder
to issue and sell the Shares to each Purchasers at the Closing is subject to the
satisfaction, at or before the Closing Date, of each of the following conditions
thereto, provided that these conditions are for the Company’s sole benefit and
may be waived by the Company at any time in its sole discretion:

    


    5.1          Delivery of
Agreement.  Such Purchaser shall have executed and delivered
this Agreement to the Company.

    


    5.2          Payment of Purchase
Price.  Such Purchaser shall have delivered the Purchase Price
in accordance with Section 2.1 above.

    


    5.3          Representations and
Warranties.  The representations and warranties of such
Purchaser shall be true and correct in all material respects., and such
Purchaser shall have performed, satisfied and complied in all material respects
with the covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by such Purchaser at or prior to the
Closing Date.


    
      
         


      

      
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    5.4          Litigation.  No
litigation, statute, rule, regulation, executive order, decree, ruling or
injunction (an “Action”) shall have been
enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation
of any of the transactions contemplated by this Agreement.

    


    6.           Conditions to each Purchaser’s
Obligations.  The obligation of each Purchaser hereunder to
purchase the Shares at the Closing is subject to the satisfaction, at or before
the Closing Date, of each of the following conditions, provided that these
conditions are for such Purchaser’s sole benefit and may be waived by such
Purchaser at any time in his or its sole discretion:

    


    6.1          Delivery of Agreement;
Issuance of Shares.  The Company shall have executed and
delivered this Agreement to such Purchaser, and shall deliver the Transfer
Instructions to the transfer agent for the Company’s Common Stock to issue
certificates in the name of such Purchaser representing the Shares being
purchased by such Purchaser.  The Company shall deliver a copy of the
Transfer Instructions to such Purchaser at the Closing.

    


    6.2          Representations and
Warranties.  The representations and warranties of the Company
shall be true and correct in all material respects (provided, however, that such
qualification shall only apply to representations or warranties not otherwise
qualified by materiality) as of the date when made and as of the Closing Date as
though made at such time (except for representations and warranties that speak
as of a specific date) and the Company shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the
Company at or prior to the Closing Date.

    


    6.3          Consents.  Any
consents or approvals required to be secured by the Company for the consummation
of the transactions contemplated by this Agreement shall have been obtained and
shall be reasonably satisfactory to such Purchaser.

    


    6.4          Litigation.  No
Action shall have been enacted, entered, promulgated or endorsed by or in any
court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby which
prohibits the consummation of any of the transactions contemplated by this
Agreement.

    


    7.           Indemnification.

     

    7.1          Indemnification by
Purchasers. Each Purchaser, severally and not jointly, agrees to
indemnify and hold harmless the Company and its officers, directors, employees,
agents, control persons and affiliates from and against all losses, liabilities,
claims, damages, costs, fees and expenses whatsoever (including, but not limited
to, any and all expenses incurred in investigating, preparing or defending
against any litigation commenced or threatened) based upon or arising out of any
actual or alleged false acknowledgment, representation or warranty, or
misrepresentation or omission to state a material fact, or breach by such
Purchaser of any covenant or agreement made by such Purchaser herein or in any
other document delivered in connection with this Agreement.

     

    
      
         


      

      
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    7.2          Indemnification by the
Company.  The Company agrees to indemnify the Purchasers and
their affiliates and hold the Purchasers and their affiliates harmless from and
against any and all liabilities, losses, damages, costs and expenses of any kind
(including, without limitation, the reasonable fees and disbursements of the
Purchasers’ counsel in connection with any investigative, administrative or
judicial proceeding), which may be incurred by the Purchasers or such affiliates
as a result of any claims made against the Purchasers, or any of them, or such
affiliates by any person that relate to or arise out of (i) any breach by the
Company of any of its representations, warranties or covenants contained in this
Agreement, or (ii) any litigation, investigation or proceeding instituted by any
person with respect to this Agreement or the Shares (excluding, however, any
such litigation, investigation or proceeding which arises solely from the acts
or omissions of any Purchaser or its affiliates).

    


    7.3          Notification.  Any
person entitled to indemnification by the Company hereunder will (i) give prompt
notice to the Company of any claim with respect to which it seeks
indemnification (but omission of such notice shall not relieve the Company from
liability hereunder except to the extent it is actually prejudiced by such
failure to give notice) and (ii) unless in such indemnified party’s reasonable
judgment a conflict of interest may exist between such indemnified party and the
Company with respect to such claim, permit the Company to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified
party.  If such defense is not assumed by the Company, the Company
will not be subject to any liability for any settlement made without its consent
(but such consent will not be unreasonably withheld).  The Company
will not consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of an unconditional release from all
liability in respect to such claim or litigation.  If the Company
elects not to or is not entitled to assume the defense of a claim, it will not
be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified with respect to such claim, unless an actual conflict of
interest exists between such indemnified party and any other of such indemnified
parties with respect to such claim, in which event the Company will be obligated
to pay the reasonable fees and expenses of such additional counsel or
counsels.

    


    7.4          Survival.  Any
covenant or agreement in this Agreement required to be performed following the
Closing Date, shall survive the Closing Date. Without limitation of the
foregoing, the respective representations and warranties given by the parties
hereto shall survive the Closing Date and the consummation of the transactions
contemplated herein, but only for a period of the earlier of (i) twelve (12)
months following the Closing Date and (ii) the applicable statute of limitations
with respect to each representation and warranty, and thereafter shall expire
and have no further force and effect (including with respect to the
indemnification obligations contained herein).

     

    
      
         


      

      
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    8.           Miscellaneous.

    


    8.1          Successors and
Assigns.  This Agreement may not be assigned by a party hereto
without the prior written consent of the Company or the
Purchasers.  The provisions of this Agreement shall inure to the
benefit of and be binding upon the respective permitted successors and assigns
of the parties.  Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

    


    8.2          Counterparts;
Faxes.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  This Agreement
may also be executed via facsimile or electronic transmission (e.g. Pdf/email),
which shall be deemed an original.

    


    8.3          Titles and
Subtitles.  The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.

    


    8.4          Notices.  Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given as hereinafter
described (i) if given by personal delivery, then such notice shall be deemed
given upon such delivery, (ii) if given by telecopier, then such notice shall be
deemed given upon receipt of confirmation of complete transmittal, (iii) if
given by mail, then such notice shall be deemed given upon the earlier of (A)
receipt of such notice by the recipient or (B) three days after such notice is
deposited in first class mail, postage prepaid, and (iv) if given by an
internationally recognized overnight air courier, then such notice shall be
deemed given one business day after delivery to such carrier.  All
notices shall be addressed to the party to be notified at the address as
follows, or at such other address as such party may designate by ten days’
advance written notice to the other party:

    


    If to the Company:

    


    Medgenics,
Inc.

    8000
Towers Crescent Drive, Suite 1070

    Vienna,
VA  22182

    Attention:  Dr.
Andrew Pearlman, CEO & President

    Fax:  (561)
828-6150

    


    And to:

    


    Medgenics, Inc.

    Teradion
Business Park

    P.O. Box
14

    Misgav
20179 Israel

    Attention:  Ms.
Phyllis Bellin

    Fax:
+972-4-9990114


    
      
         


      

      
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    With a copy (not constituting notice)
to:

    


    Barack Ferrazzano Kirschbaum &
Nagelberg LLP

    200 W. Madison Street, Suite
3900

    Chicago, Illinois 60606

    Attention: Gretchen Anne Trofa,
Esq.

    Fax No.: (312) 984-3150

    


    If to the Purchasers:

    


    To the addresses set forth on the
signature page affixed hereto.

    


    8.5          Expenses.  The
parties hereto shall pay their own costs and expenses in connection
herewith.  In the event that legal proceedings are commenced by any
party to this Agreement against another party to this Agreement in connection
with this Agreement, the party or parties which do not prevail in such
proceedings shall pay the reasonable attorneys’ fees and other reasonable
out-of-pocket costs and expenses incurred by the prevailing party in such
proceedings.

    


    8.6          Amendments and
Waivers.  Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the parties hereto.

    


    8.7          Publicity.  The
Company shall be entitled to issue public releases or announcements concerning
the transactions contemplated hereby, including, if required by the AIM Rules,
identifying the Purchasers.  The Purchasers agree not to make any
public release or announcement concerning the transaction contemplated hereby
without the prior consent of the Company (which consent shall not be
unreasonably withheld or delayed), except as such release or announcement may be
required by applicable law, rule or regulation of any governmental authority or
the applicable rules or regulations of any securities exchange or securities
market, in which case the Purchasers shall allow the Company to the extent
reasonably practicable in the circumstances, reasonable time to comment on such
release or announcement in advance of such issuance.

    


    8.8          Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof but shall be interpreted as if it were written so as to be
enforceable to the maximum extent permitted by applicable law, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.  To the
extent permitted by applicable law, the parties hereby waive any provision of
law which renders any provision hereof prohibited or unenforceable in any
respect.


    
      
         


      

      
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    8.9          Entire
Agreement.  This Agreement constitutes the entire agreement
among the parties hereof with respect to the subject matter hereof and thereof
and supersedes all prior agreements and understandings, both oral and written,
between the parties with respect to the subject matter hereof and
thereof.

    


    8.10        Further
Assurances.  The parties shall execute and deliver all such
further instruments and documents and take all such other actions as may
reasonably be required to carry out the transactions contemplated hereby and to
evidence the fulfillment of the agreements herein contained.

    


    8.11        Governing Law; Waiver of
Jury Trial. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of Delaware without regard to
the choice of law principles thereof. EACH OF THE PARTIES HERETO WAIVES
ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
WAIVER.

    


    8.12        No Strict
Construction.  The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any
party.

    


    8.13        Rights
Cumulative.  Except as expressly set forth herein, each and all
of the various rights, powers and remedies of the parties shall be considered
cumulative with and in addition to any other rights, powers and remedies which
such parties may have at law or in equity in the event of the breach of any of
the terms of this Agreement.  The exercise or partial exercise of any
right, power or remedy shall neither constitute the exclusive election thereof
nor the waiver of any other right, power or remedy available to such
party.

    


    [signature
pages follow]


    
      
         


      

      
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    IN WITNESS WHEREOF, the parties have
executed this Agreement or caused their duly authorized officers to execute this
Agreement as of the date first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	
                                                                        THE
    COMPANY:

                                                                      	
                                                                        MEDGENICS,
      INC.

                                                                      	 
	 
      	 
      	 
      	 
	 
      	
                                                                        By:

                                                                      	/s/
      Andrew L. Pearlman	 
	 
      	
                                                                        Name:

                                                                      	Andrew
      L. Pearlman	 
	 
      	
                                                                        Title:

                                                                      	President
      & CEO	 
	 
      	 
      	 
      	 
	
                                                                        PURCHASERS:

                                                                      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
	 
      	
                                                                        [Name
      of Entity Purchaser]

                                                                      	 
	 
      	 
      	 
      	 
	 
      	
                                                                        By:

                                                                      	 
      	 
	 
      	
                                                                        Name:

                                                                      	 
      	 
	 
      	
                                                                        Title:

                                                                      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                                                        Number
      of Shares:

                                                                      	 
	 
      	 
      	 
      	 
	
                                                                        Address
      for Notice:

                                                                      	
                                                                           
      

                                                                      	 
	 
      	   
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	  
      	 
	
                                                                          
      

                                                                      	
                                                                        
                                                                          [Name
      of Individual Purchaser]

                                                                        

                                                                      	 
	 
      	 
      	 
      	 
	
                                                                           
      

                                                                      	
                                                                        
                                                                          Number
      of Shares:

                                                                        

                                                                      	 
	 
      	 
      	 
      	 
	
                                                                        Address
      for Notice:

                                                                      	
                                                                          
      

                                                                      	 
	 
      	 
      	 
      	 
	 
      	   
      	 


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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