EXHIBIT
10.42

       

      June 16,
2010

    

    
      


    

    
      Newbridge
Securities Corporation

    

    
      1230
Avenue of the Americas

    

    
      7th
Floor

    

    
      New York,
New York 10020

    

    
      


    

    
      


    

    
      Dear
Ladies and Gentlemen:

    

    
      


    

    
      Reference
is made to (i) that certain letter agreement between Medgenics, Inc., a Delaware
corporation with its U.S. offices located at 8000 Towers Crescent Drive, Suite
1300, Vienna, VA 22182 (separately or together with its subsidiaries and
affiliates referred to hereto as “Medgenics” or the “Company”) and Newbridge
Securities Corporation, incorporated in the state of Virginia and headquarters
at 1451 West Cypress Creek Road, Ft. Lauderdale, FL 33309 (“Newbridge”) dated February
26, 2009 relating to the private placement of Company securities (the “Private Placement Engagement
Letter”) and (ii) that certain letter agreement between the Company and
Newbridge dated February 26, 2009 relating to the proposed secondary public
offering of Company common stock (the “Prior Secondary Engagement
Letter” and together with the Private Placement Engagement Letter, the
“Prior
Agreements”).  Newbridge and Medgenics acknowledge and agree
that the rights and obligations under each of the Prior Agreements terminated
and that neither party shall have any liability to the other under the Prior
Agreements. In connection with the termination of the Prior Agreements, the
parties are entering into a new engagement letter (the “New Engagement Letter”)
outlining their agreement in principle pursuant to which Newbridge will act as
the lead underwriter and sole bookrunner in connection with the proposed U.S.
initial public offering (the “IPO”) of common stock,
$0.0001 par value per share (the “Common Stock”), of
Medgenics.  As a condition to the parties’ entering into the New
Engagement Letter, the parties wish to clarify Medgenics’ obligation to issue
warrants to Newbridge upon the conversion of the Debentures issued by Medgenics
pursuant to that certain Securities Purchase Agreement dated May __, 2009 by and
between Medgenics and the investors signatory thereto (the “Securities Purchase
Agreement”).

    

    
      


    

    
      Medgenics
agrees that upon the conversion of the Debentures Medgenics shall promptly issue
to Newbridge or its designees warrants to purchase a number of shares of Common
Stock as set forth below. Such warrants will have identical terms as the
warrants that are issued to the holders of Debentures upon conversion of the
Debentures and shall be in the form referenced in the Securities Purchase
Agreement. The warrants to be issued upon conversion of the Debentures
originally issued to the following investors shall be for an aggregate number of
shares of Common Stock equal to 5% of the number of shares of Common Stock
issued to such holders upon conversion of the Debentures:

    

    
      


    

    
      	 
      	
              Leonard
      Steinberg

            
	 
      	
              CIBC
      Trust Company (Bahamas) Limit as Trustee of T-555

            
	 
      	
              Chicago
      Investments, Inc.

            
	 
      	
              Kanter
      Family Foundation

            


    

    
      


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      Newbridge
Securities Corporation

    

    
      June 16,
2010

    

    
      Page
2

    

    
      	 
      	
              Andrew
      O’Shaughnessey

            
	 
      	
              Stephen
      D. McMurray

            


    

    
      


    

    
      The
warrants to be issued upon conversion of the Debentures originally issued to the
following investors shall be for an aggregate number of shares of Common Stock
equal to 6% of the number of shares of Common Stock issued to such holders upon
conversion of the Debentures:

    

    
      


    

    
      	 
      	
              George
      Warburton

            
	 
      	
              Donald
      A. Sands and Martha P. Sands

              DAS
      Family Trust, Donald A. Sands, Trustee

              Scott
      M. Gingras

            


    

    
      


    

    
      In the
event that any of the Debentures are not converted into Common Stock, no
warrants will be issued to Newbridge with respect to such
Debenture.

    

    
      


    

    
      Please
execute below to evidence your agreement with the foregoing.

    

    
      


    

    
      Very
truly yours,

    

    
      


    

    
      


    

    
      


    

    
      Medgenics,
Inc.

    

    
      


    

    
      
        	 	
                By:

              	
                /s/ Andrew L.
      Pearlman        

              


      

    

    
      
        	 	
                  

              	
                Dr.
      Andrew L. Pearlman, President
and

              


      

    

    
      
        	 	
                 

              	
                Chief
      Executive Officer

              


      

    

    
      


    

    
      AGREED
AND ACCEPTED

    

    
      this 16
day of June, 2010

    

    
      


    

    
      Newbridge
Securities Corporation

    

    
      


    

    
      
        	
                By:

              	
                /s/ Anthony J.
      Sarkis

              


      

    

    
      
        	
                 
      

              	
                Its:

              	
                Head
      of Investment Banking

              


      

    

    
      


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              [NEWBRIDGE
      LOGO]

            	
              Newbridge
      Securities Corporation

              7600
      Jericho Tpk., Suite 202, Woodbury, NY
11797

            


    

    
      


    

    
      June 17,
2010

    

    
      


    

    
      Dr.
Andrew Pearlman

    

    
      President
and CEO

    

    
      Medgenics,
Inc.

    

    
      Teradion
Business Park

    

    
      P.O. Box
14

    

    
      Misgav
20179 Israel

       

    

    
      


    

    
      
        	
                 
      

              	
                Re:

              	
                Medgenics,
      Inc. Public Offering of Common
Stock

              


      

    

    
      


    

    
       

      Dear Dr.
Pearlman:

    

    
      


    

    
      Reference
is made to (i) that certain letter agreement between Medgenics, Inc., a Delaware
corporation with its U.S. offices located at 8000 Towers Crescent Drive, Suite
1300, Vienna, VA 22182 (separately or together with its subsidiaries and
affiliates referred to herein as “Medgenics” or the “Company”) and Newbridge
Securities Corporation, incorporated in the state of Virginia and headquarters
at 1451 West Cypress Creek Road, Ft. Lauderdale, FL 33309 (“Newbridge”) dated February
26, 2009 relating to the private placement of Company securities (the “Private Placement Engagement
Letter”) and (ii) that certain letter agreement between the Company and
Newbridge dated February 26, 2009 relating to the proposed secondary public
offering of Company common stock (the “Prior Secondary Engagement
Letter” and together with the Private Placement Engagement Letter, the
“Prior Agreements”).
Newbridge and Medgenics acknowledge and agree that the rights and obligations
under each of the Prior Agreements terminated and that neither party shall have
any liability to the other under the Prior Agreements. The purpose of this
engagement letter is to outline our agreement in principle pursuant to which
Newbridge will act as the lead underwriter and sole bookrunner in connection
with the proposed U.S. initial public offering (the “IPO”) of common stock,
$0.0001 par value per share (the “Common Stock”), of Medgenics.
This engagement letter agreement (the “Agreement”) will confirm
Newbridge’s acceptance of such retention and set forth the terms of our
engagement and completely supersedes the Prior Secondary Engagement Letter in
all respects.

    

    
      


    

    
      The terms
of this Agreement in principle are as follows:

    

    
      


    

    
      1.           Engagement.
The Company hereby engages Newbridge to act as the Company’s exclusive lead
underwriter and sole bookrunner for the IPO beginning the date hereof and ending
on the five (5) month anniversary of the date the Registration Statement (as
defined below) is initially filed with the Securities and Exchange Commission
(the “Commission”) (the
“Exclusivity Date”).
Newbridge will be retained for the IPO during such period unless terminated
earlier pursuant to the terms of this Agreement or an additional extension upon
mutual consent of the Company and Newbridge (the “Engagement Period”). During
the Engagement Period and provided Newbridge is proceeding in good faith with
the IPO, the Company agrees not to enter into any agreement in connection with a
public offering of the Company’s securities by the Company in the United States
with any underwriter, potential underwriter, placement agent, financial
advisor.

    

    
      


    

    
      2.           IPO.
Depending upon, among other factors, demand from investors as well as market and
general economic conditions at the time of the IPO, the IPO shall consist of the
sale of approximately $3,000,000 to $5,000,000 of the Company’s Common Stock
(the shares of Common Stock to be sold in IPO are hereinafter referred to
collectively as the “Shares”). Newbridge will act
as the lead and sole bookrunner subject to, among other things, completion of
Newbridge’s due diligence examination of the Company, the Company’s subsidiaries
and its affiliates and the execution of a definitive underwriting agreement
between the Company and Newbridge in connection with the IPO (the “Underwriting Agreement”) as
well as other conditions stated in Section 10 of this Agreement. The precise
offering price per Share shall be subject to continuing discussions between the
Company and Newbridge and will depend upon, among other factors, demand from
investors as well as market and general economic conditions at the time of the
IPO.

    

    
      


    

    
      Members
FINRA & SIPC

    

    
      1451 West
Cypress Creek Blvd. Ft. Lauderdale, FL 33309 * phone (954) 334-3450 * fax (954)
337-2910 * www.NewbridgeSecurities.com

    

    
      New York,
NY * Long Island, NY * Red Bank, NJ * West Palm Beach, FL * Boca Raton,
FL

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

    

    
      	
              [NEWBRIDGE
      LOGO]

            	
              Medgenics
      - Newbridge IPO Letter of Engagement

              June
      17, 2010

              Page
      2

            


    

    
      


    

    
      a.           Overallotment.
The Underwriting Agreement will provide that the Company will grant to Newbridge
an option that is exercisable within 45 days after the closing of the IPO (the
“IPO Closing”), to
acquire up to an additional 15% of the total number of Shares to be offered by
the Company in the IPO, solely for the purpose of covering over-allotments (the
“Over-allotment
Shares”).

    

    
      


    

    
      b.           Syndicate.
As lead underwriter and sole bookrunner for the IPO, Newbridge shall organize a
syndicate and underwriting syndicate with registered broker dealers that are
mutually acceptable to both Newbridge and the Company. Furthermore, upon the
mutual agreement of Newbridge and the Company, Newbridge may relinquish the lead
position to another registered broker dealer.

    

    
      


    

    
      3.           Compensation.
In connection with the IPO, an underwriting discount of 10.0% (the “Underwriting Discount”) of
the public offering price shall be provided to Newbridge. Upon completion of the
IPO, Newbridge shall also be entitled to a corporate finance fee equal to 2.0%
(the “Corporate Finance
Fee”) of the gross proceeds of the IPO. Newbridge acknowledges that the
Company has previously paid to Newbridge pursuant to the Prior Secondary
Engagement Letter a non refundable retainer of $16,500 (the “Original Retainer”). The
Company agrees further to pay Newbridge an additional non-refundable retainer of
$16,500 (the “Second
Retainer”) upon the date this Agreement is fully executed (the Original
Retainer and the Second Retainer shall be collectively referred to as the “Retainer”). The Second
Retainer shall be credited toward the Corporate Finance
Fee.

    

    
      


    

    
      a.           Underwriter’s
warrant. The Underwriting Agreement shall also provide that, at the IPO
Closing, the Company shall grant to Newbridge (or its designated affiliates)
share purchase warrants (the “Underwriter’s Warrants”)
covering a number of shares of Common Stock equal to 10.0% of the total number
of Shares being sold in the IPO (not including the Over-allotment Shares). The
Underwriter’s Warrants will not be exercisable for six (6) months after the date
of the IPO Closing and will expire five years after the IPO Closing. The
Underwriter’s Warrants will be exercisable at a price equal to 110.0% of the
public offering price in connection with the IPO. The Underwriter’s Warrants
shall not be redeemable. The Underwriter’s Warrants may not be transferred,
assigned or hypothecated for a period of six (6) months following the IPO
Closing, except that they may be assigned, in whole or in part, to any
successor, officer, manager or member of Newbridge (or to officers, managers or
members of any such successor or member), and to members of this underwriting
syndicate or selling group, subject to compliance with applicable securities
laws. The Underwriter’s Warrants may be exercised in full or as a lesser number
of shares of Common Stock, will provide for cashless exercise, and will contain
provisions for one demand registration of the sale of the underlying shares of
Common Stock for a period of five years after the IPO Closing at the Company’s
expense, an additional demand registration at the warrant holders’ expense, and
“piggyback” registration rights for a period of five years after the IPO Closing
at the Company’s expense, subject to customary undertakings and
conditions.

    

    
      


    

    
      4.           Registration
Statement. As soon as practicable after the execution of this Agreement
and provided that the Company’s Board of Directors has determined that the
Company has raised sufficient funds to incur the related costs, the Company
shall prepare and file with the Commission and the appropriate state securities
authorities, a Registration Statement on the appropriate Form (the “Registration Statement”)
under the Securities Act of 1933, as amended (the “Act”), and a prospectus
included therein (the “Prospectus”) covering the
Shares to be sold in the IPO and the Over-allotment Shares. The Registration
Statement (including the Prospectus), and all amendments and supplements
thereto, will be in form reasonably satisfactory to Newbridge and counsel to
Newbridge and will contain audited financial statements and such interim and
other financial statements and schedules as may be required by the Act and rules
and regulations of the Commission thereunder. Newbridge and its counsel shall be
given the opportunity to make such review and investigation in connection with
the Registration Statement as they deem reasonably necessary. Newbridge and the
Company shall mutually agree on the use of proceeds of the IPO, which shall be
described in detail within the Prospectus.

    

    
      


    

    
      5.           Underwriting
Agreement. The Registration Statement filing will include as an exhibit a
proposed form of Underwriting Agreement. The final Underwriting Agreement will
be in the form satisfactory to the Company and Newbridge and will include
indemnification provisions and other terms and conditions customarily found in
underwriting agreements for initial public offerings. Without limiting the
generality of the

    

    
      


    

    
      Members
FINRA & SIPC

    

    
      1451 West
Cypress Creek Blvd. Ft. Lauderdale, FL 33309 * phone (954) 334-3450 * fax (954)
337-2910 * www.NewbridgeSecurities.com

    

    
      New York,
NY * Long Island, NY * Red Bank, NJ * West Palm Beach, FL * Boca Raton,
FL

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              [NEWBRIDGE
      LOGO]

            	
              Medgenics
      - Newbridge IPO Letter of Engagement

              June
      17, 2010

              Page
      3

            


    

    
      


    

    
      foregoing,
the Underwriting Agreement shall contain customary representations and
warranties of the Company and shall further provide that: (i) the Company’s
directors and officers and any other holder of 5% of the outstanding shares of
Common Stock as of the effective date of the Registration Statement shall enter
into customary “lock-up” agreements pursuant to which such persons and entities
shall agree, for a period of twelve (12) months from the IPO Closing, that they
shall neither offer, issue, sell, contract to sell, encumber, grant any option
for the sale of or otherwise dispose of any securities of the Company without
Newbridge’s prior written consent, which consent shall not be unreasonably
withheld, (ii) the Company will not, for a period of twelve (12) months
following the IPO Closing, offer, sell or distribute any of its securities,
without the prior written consent of Newbridge, which consent shall not be
unreasonably withheld, other than pursuant to (x) the Company’s employee or
director stock option or other compensation plans, (y) the terms of any
securities exercisable or convertible into shares of the Company’s capital stock
that are outstanding at the IPO Closing or (z) contractual agreements entered
into prior to the IPO Closing; and (iii) the Company will not, for a period of
twelve (12) months following the IPO Closing, offer, sell or distribute any
convertible securities convertible at a price that may, at the time of
conversion, be less than the Fair Market Value of the Common Stock on the date
of the original sale, without the consent of Newbridge, which consent shall not
be unreasonably withheld. For purposes of this Section 5, the term “Fair Market Value” shall mean the greater of:
(i) the average of the volume weighted average price of the Company’s Common
Stock for each of the 30 trading days prior to the date of the original sale;
and (ii) the last sale price of the Common Stock, during normal operating hours,
as reported on the NASDAQ Global or Global Select Market or the NASDAQ Capital
Market or AMEX, or OTC Bulletin Board or any other exchange or electronic
quotation system on which the Common Stock is then listed.

    

    
      


    

    
      6.           Blue-Sky
Registration. Concurrently with or as soon as practicable after the
filing of the Registration Statement with the Commission, the Company shall make
all necessary state “blue sky” securities law filings with respect to the Shares
to be sold in the IPO (including the Over-allotment Shares). The Company and
Newbridge will cooperate in obtaining the necessary approvals and qualifications
in such states as Newbridge deems necessary and/or desirable. It is agreed that
Newbridge’s counsel will act as “blue sky” counsel with respect to the
IPO.

    

    
      


    

    
      7.           Expenses.
The Company shall be responsible for and pay all expenses directly and
necessarily incurred in connection with the IPO, including, without limitation,
all filing fees and communication expenses relating to the registration of the
Shares to be sold in the IPO (including the Over-allotment Shares) with the
Commission and the filing of the offering materials with Financial Industry
Regulatory Authority (“FINRA”); all fees and
expenses relating to the listing (if applicable) of such Shares on the NASDAQ
Global or Global Select Market or the NASDAQ Capital Market or NYSE, AMEX or OTC
Bulletin Board and on such stock exchanges as the Company and Newbridge together
determine; all fees, expenses and disbursements relating to background checks of
the Company’s officers and directors; all fees, expenses and disbursements
relating to the registration or qualification of such Shares under the “blue
sky” securities laws of such states and other jurisdictions as Newbridge may
reasonably designate (including, without limitation, all filing, registration
fees and counsel fees related to “blue sky”); the reasonable fees and
disbursements of Newbridge’s counsel (up to a maximum of $58,500 for Newbridge
counsel’s legal fees); the costs of all mailing and printing of the Registration
Statements, Prospectuses and all amendments, supplements and exhibits thereto
and as many preliminary and final Prospectuses as Newbridge may reasonably deem
necessary; the costs of preparing, printing and delivering certificates
representing such Shares; fees and expenses of the transfer agent for such
Shares; stock transfer taxes, if any, payable upon the transfer of securities
from the Company to Newbridge; the fees and expenses of the Company’s
accountants; and the fees and expenses of the Company’s legal counsel and other
agents and representatives. Additionally, the Company shall supply Newbridge and
its counsel, at the Company’s cost, with bound volumes (or CDs) of the public
offering materials and closing documents within a reasonable time after the IPO
Closing. Any expenses (other than Newbridge’s legal expenses) in excess of
$25,000, individually or in the aggregate, shall be subject to the prior
approval by the Company, which approval shall not be unreasonably withheld or
delayed.

    

    
      


    

    
      8.           Roadshow.
Newbridge may plan and arrange one or more “road show” marketing trips for the
Company’s management to meet with prospective investors. Such trips may include
visits to a number of

    

    
      


    

    
      Members
FINRA & SIPC

    

    
      1451 West
Cypress Creek Blvd. Ft. Lauderdale, FL 33309 * phone (954) 334-3450 * fax (954)
337-2910 * www.NewbridgeSecurities.com

    

    
      New York,
NY * Long Island, NY * Red Bank, NJ * West Palm Beach, FL * Boca Raton,
FL

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    


    
      	
              [NEWBRIDGE
      LOGO]

            	
              Medgenics
      - Newbridge IPO Letter of Engagement

              June
      17, 2010

              Page
      4

            


    

    
      


    

    
      prospective
institutional and retail investors. The Company shall pay for its own expenses,
including, without limitation, travel and lodging expenses, associated with such
trips.

    

    
      


    

    
      9.           Registration
Statement Effectiveness. At such time as the Company and Newbridge are
mutually satisfied that it is appropriate to commence the IPO, the final terms
of the Underwriting Agreement will be negotiated and the Company and Newbridge
will request the Commission to make the Registration Statement
effective.

    

    
      


    

    
      10.           Certain
Conditions. The IPO shall be conditioned upon, among other things, the
following:

    

    
      


    

    
      a.           Satisfactory
completion by Newbridge of its due diligence investigation and analysis of: (i)
the Company’s arrangements with its officers, directors, employees, affiliates,
customers and suppliers, (ii) the audited historical financial statements of the
Company as may be required by the Act and rules and regulations of the
Commission thereunder for inclusion in the Registration Statement, and (iii) the
Company’s projected financial results and projections for the fiscal years
ending December 31, 2009 and 2010;

    

    
      


    

    
      b.           The
execution by the Company and Newbridge of a definitive Underwriting Agreement
containing all applicable terms and conditions provided for in this
Agreement;

    

    
      


    

    
      c.           The
Company meeting the criteria necessary for inclusion of the Common Stock on the
NASDAQ Global or Global Select Market or the NASDAQ Capital Market or NYSE, AMEX
or the OTC Bulletin Board and agreeing to use its commercially reasonable
efforts to maintain such listing (if applicable) for a period of at least three
(3) years after the IPO Closing;

    

    
      


    

    
      d.           The
Company’s registration of the Common Stock under the provisions of Section 12(b)
or (g), as applicable, of the Securities Exchange Act of 1934, as amended, on or
prior to the effective date of the IPO;

    

    
      


    

    
      e.           The
Company retaining an independent certified public accounting firm reasonably
acceptable to Newbridge, which will have responsibility for the preparation of
the financial statements and the financial exhibits, if any, to be included in
the Registration Statement. Newbridge consents to the retention of Ernst
& Young;

    

    
      


    

    
      f.           The
Company retaining a financial printer reasonably acceptable to Newbridge to
handle the printing and related aspects of the IPO;

    

    
      


    

    
      g.           The
Company retaining a transfer agent for the Company’s Common Stock reasonably
acceptable to Newbridge and agreeing to continue to retain such transfer agent
for a period of three years after the IPO Closing. Newbridge consents to the
retention of Corporate Stock Transfer and/or Capita Depository (provided that it
can provide services in the United States);

    

    
      


    

    
      h.           The
Company engaging a financial public relations firm reasonably acceptable to
Newbridge, which firm shall be experienced in assisting issuers in public
offerings of securities and in their relations with their security holders, and
agreeing to continue to retain such firm or another firm reasonably acceptable
to Newbridge for a period of no less than one (1) years after the IPO Closing.
Newbridge consents to the retention of Citigate-Global Consulting Group and
DeFacto IRPR; and

    

    
      


    

    
      i.           The
Company registering with the Corporation Records Service (including annual
report information) published by Standard & Poor’s Corporation and
covenanting to maintain such registration for a period of three (3) years from
the IPO Closing.

    

    
      


    

    
      11.           Termination
and Survival of Provisions. This Agreement will terminate at the end of
the Engagement Period. Except as provided in Section 1 hereof, this Section 11
and Sections 7, 17, 18, and 20 –

    

    
      


    

    
      Members
FINRA & SIPC

    

    
      1451 West
Cypress Creek Blvd. Ft. Lauderdale, FL 33309 * phone (954) 334-3450 * fax (954)
337-2910 * www.NewbridgeSecurities.com

    

    
      New York,
NY * Long Island, NY * Red Bank, NJ * West Palm Beach, FL * Boca Raton,
FL

    

    
      


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    


    
      	
              [NEWBRIDGE
      LOGO]

            	
              Medgenics
      - Newbridge IPO Letter of Engagement

              June
      17, 2010

              Page
      5

            


    

    
      


    

    
      25 as
well as payment of the Retainer as provided in Section 3 and the Indemnification
Provisions attached to this Agreement as Exhibit A and incorporated herein
by reference (which Sections and Exhibit are intended to be legally binding and
enforceable on and against the Company and Newbridge), this engagement letter is
not intended to be a binding legal document, as the agreement between the
parties hereto on these matters will be embodied in the Underwriting Agreement
for the IPO. Until the Underwriting Agreement has been finally negotiated and
signed, the Company or Newbridge may at any time terminate its further
participation in the proposed IPO and the party so terminating shall have no
liability to the other on account of any matters provided for herein, except
that regardless of which party elects to terminate, the Company shall only be
responsible for Newbridge’s expenses in an amount up to the Retainer for its
accountable out-of-pocket expenses actually incurred by Newbridge under this
Agreement.

    

    
      


    

    
      12.           Finder’s
Fees. The Company represents to Newbridge that the Company is not liable
for any finder’s fees to third parties in connection with the introduction of
the Company to Newbridge. The Company represents and warrants to Newbridge that
the entry into this Agreement or any other action of the Company in connection
with the proposed IPO will not violate any agreement between the Company and any
other placement agent, underwriter, or financial advisor.

    

    
      


    

    
      13.           Reduction
of Compensation. Newbridge reserves the right to reduce any item of its
compensation or adjust the terms thereof as specified herein in the event that a
determination and/or suggestion shall be made by FINRA to the effect that the
underwriters’ aggregate compensation is in excess of FINRA rules or that the
terms thereof require adjustment; provided, however, the aggregate compensation
otherwise to be paid to the underwriters by the Company may not be increased
above the amounts stated herein without the approval of the
Company.

    

    
      


    

    
      14.           Integration.
Neither the Company nor any of its affiliates has either prior to the initial
filing or the effective date of the Registration Statement made any offer or
sale of any securities which are required to be “integrated” pursuant to the Act
or the regulations thereunder with the offer and sale of the Shares pursuant to
the Registration Statement.

    

    
      


    

    
      15.           Gun
Jumping. The Company agrees that it will not issue press releases or
engage in any other publicity, without Newbridge’s prior written consent,
commencing on the date hereof and continuing for a period of forty (40) days
from the IPO Closing other than normal and customary releases issued in the
ordinary course of the Company’s business or otherwise required under the rule
and regulations applicable to companies with securities listed on the ATM
Market. The Company covenants to adhere to all “gun jumping” and “quiet period”
rules and regulations of the Commission prior to, during and following the
filing of the Registration Statement and the consummation of the
IPO.

    

    
      


    

    
      16.           Information
and Due Diligence Review. In connection with Newbridge’s engagement for
the IPO during the Engagement Period, Newbridge will perform a due diligence
review. The Company agrees to cooperate with Newbridge and to furnish or cause
to be furnished to Newbridge upon Newbridge’s request any and all information
and data concerning the Company, its subsidiaries, businesses, operations,
properties, financial condition, management and prospects of the Company (all
such information so furnished being the “Information”) which Newbridge
deems appropriate. The Company will provide Newbridge with reasonable access
during normal business hours of the Engagement Period to all of the Company’s
and its subsidiaries assets, properties, books, contracts, commitments and
records and to the Company’s and its subsidiaries officers, directors,
employees, appraisers, independent accountants, legal counsel and other
consultants and advisors. The Company represents and warrants to Newbridge that
all Information: (i) made available by the Company to Newbridge or its agents,
representatives and any potential syndicate or selling group member, (ii)
contained in any preliminary or final Prospectus prepared by the Company in
connection with the IPO, and (iii) contained in any filing by the Company with
any court or governmental regulatory agency, commission or instrumentality, will
be complete and correct in all material respects and will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein not misleading in the light of the circumstances under
which such Statements are made. The Company further represents and warrants to
Newbridge that all such Information including financial projections and other
forward-looking information will have been prepared by the

    

    
      


    

    
      Members
FINRA & SIPC

    

    
      1451 West
Cypress Creek Blvd. Ft. Lauderdale, FL 33309 * phone (954) 334-3450 * fax (954)
337-2910 * www.NewbridgeSecurities.com

    

    
      New York,
NY * Long Island, NY * Red Bank, NJ * West Palm Beach, FL * Boca Raton,
FL

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              [NEWBRIDGE
      LOGO]

            	
              Medgenics
      - Newbridge IPO Letter of Engagement

              June
      17, 2010

              Page
      6

            


    

    
      


    

    
      Company
in good faith and will be based upon assumptions which, in light of the
circumstances under which they were made, are reasonable. The Company
acknowledges and agrees that Newbridge: (i) will use and rely primarily on the
Information and on information available from generally recognized public
sources, if any, in performing the services contemplated by this Agreement
without having independently verified the same; (ii) does not assume
responsibility for the accuracy or completeness of the Information and such
other information; (iii) will not make an appraisal of any assets of the
Company; and (iv) retains the right to continue to perform due diligence during
the course of the Engagement Period.

    

    
      


    

    
      Any
advice rendered by Newbridge pursuant to this Agreement may not be disclosed
publicly without Newbridge’s prior written consent, which consent shall not be
unreasonably withheld, except as otherwise required by applicable law. Newbridge
and the Company have previously entered into a Confidentiality and
Non-Disclosure Agreement dated February 5, 2009 (the “Confidentiality Agreement”).
The parties confirm that the Confidentiality Agreement remains in full force and
effect,

    

    
      


    

    
      17.           Jurisdiction.
This Agreement shall be governed by and construed and interpreted in accordance
with the laws of the State of Florida. Any dispute or controversy which arises
between the parties hereto in connection with this Agreement shall be brought
exclusively in a court of competent jurisdiction in Broward County, Florida, and
the parties hereby waive any objection they may have to the laying of exclusive
venue in such place.

    

    
      


    

    
      18.           Notices.
All notices provided hereunder shall be given in writing and either delivered
personally or by overnight courier service or sent by certified mail, return
receipt requested, if to Newbridge, to Newbridge Securities Corp, Inc., 1230
Avenue of the Americas, 7th Floor,
New York, NY 10020, Attention: Anthony J. Sarkis, Sr. Managing Director, and if
to the Company, to the address, set forth on the first page of this Agreement,
Attention: Dr. Andrew Pearlman. Any notice delivered personally shall be deemed
given upon receipt (with confirmation of receipt required in the case of fax
transmissions); any notice given by overnight courier shall be deemed given on
the next business day after delivery by the overnight courier; and any notice
given by certified mail shall be deemed given upon the second business day after
certification thereof.

    

    
      


    

    
      19.           Press
Announcements. The Company agrees that Newbridge shall have the right to
place advertisements in financial and other newspapers and journals at its own
expense describing its services to the Company hereunder, provided that
Newbridge shall submit a copy of any such advertisement to the Company for its
approval, such approval will not to be unreasonably withheld by the
Company.

    

    
      


    

    
      20.           Successors
and Assigns. The benefits of this Agreement shall inure to the parties
hereto, their respective successors and assigns and to the indemnified parties
hereunder and their respective successors and assigns, and the obligations and
liabilities assumed in this Agreement shall be binding upon the parties hereto
and their respective successors and assigns. Notwithstanding anything contained
herein to the contrary, neither Newbridge nor the Company shall assign any of
its obligations hereunder without the prior written consent of the other
party.

    

    
      


    

    
      21.           No Third
Party Beneficiaries. This Agreement does not create, and shall not be
construed as creating, any rights enforceable by any person or entity not a
party hereto, except those entitled to the benefits of the Indemnification
Provisions.

    

    
      


    

    
      22.           No
Commitment. It is expressly understood and acknowledged that Newbridge’s
engagement with respect to capital raising activities does not constitute any
commitment, express or implied, on the part of Newbridge or of any of its
affiliates to purchase or place the Company’s securities or to provide any type
of financing and that the IPO will be conducted by Newbridge on a firm
commitment basis.

    

    
      


    

    
      23.           Waiver.
Any waiver or any breach of any of the terms or conditions of this Agreement
shall not operate as a waiver of any other breach of such terms or conditions or
of any other term or condition, nor shall any failure to insist upon strict
performance or to enforce any provision hereof on any one occasion operate
as

    

    
      


    

    
      Members
FINRA & SIPC

    

    
      1451 West
Cypress Creek Blvd. Ft. Lauderdale, FL 33309 * phone (954) 334-3450 * fax (954)
337-2910 * www.NewbridgeSecurities.com

    

    
      New York,
NY * Long Island, NY * Red Bank, NJ * West Palm Beach, FL * Boca Raton,
FL


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              [NEWBRIDGE
      LOGO]

            	
              Medgenics
      - Newbridge IPO Letter of Engagement

              June
      17, 2010

              Page
      7

            


    

    
      


    

    
      a waiver
of such provision or of any other provision hereof or a waiver of the right to
insist upon strict performance or to enforce such provision or any other
provision on any subsequent occasion. Any waiver must be in
writing.

    

    
      


    

    
      24.           Counterparts.
This Agreement may be executed in any number of counterparts and by email or
facsimile transmission, each of which shall be deemed to be an original
instrument but all of which taken together shall constitute one and the same
agreement. Facsimile or email signatures shall be deemed to be original
signatures for all purposes,

    

    
      


    

    
      25.           Independent
Contractor. Newbridge will act under this Agreement as an independent
contractor with duties to the Company and nothing in this Agreement or the
nature of Newbridge’s services shall be deemed to create a fiduciary or agency
relationship between the Company and Newbridge. The advice, written or oral,
rendered by Newbridge pursuant to this Agreement is intended solely for the
benefit and use of the Company in considering the matters to which this
Agreement relates, and the Company agrees that such advice may not be relied
upon by any other person, used for any other purpose, reproduced, disseminated,
or referred to at any time, in any manner or for any purpose, nor shall any
public references to Newbridge be made by the Company, without the prior written
consent of Newbridge, which consent shall not be unreasonably withheld, except
as otherwise required by applicable law. Notwithstanding any provision of this
Agreement to the contrary, the Company agrees that neither Newbridge nor its
affiliates, and the respective officers, directors, employees, agents and
representatives of Newbridge, its affiliates and each other person, if any,
controlling Newbridge or any of its affiliates, shall have any liability
(whether direct or indirect, in contract or tort or otherwise) to the Company
for or in connection with the engagement and transaction described herein except
for any such liability for losses, claims, damages or liabilities incurred by us
that are finally judicially determined to have resulted from the bad faith or
gross negligence or willful misconduct of such individuals or entities. Because
Newbridge will be acting on the Company’s behalf in this capacity, it is
Newbridge’s practice to receive indemnification. A copy of Newbridge’s standard
indemnification form is attached to this engagement letter as Exhibit
A.

    

    
      


    

    
      


    

    
      [Signature Page Follows]

    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      Members
FINRA & SIPC

    

    
      1451 West
Cypress Creek Blvd. Ft. Lauderdale, FL 33309 * phone (954) 334-3450 * fax (954)
337-2910 * www.NewbridgeSecurities.com

    

    
      New York,
NY * Long Island, NY * Red Bank, NJ * West Palm Beach, FL * Boca Raton,
FL


    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              [NEWBRIDGE
      LOGO]

            	
              Medgenics
      - Newbridge IPO Letter of Engagement

              June
      17, 2010

              Page
      8

            


    

    
      


    

    
      We are
delighted to work with you and your management team and look forward to a
successful IPO. If you are in agreement with the foregoing, please execute and
return two copies of this engagement letter to the
undersigned.

    

    
      


    

    Yours
truly,

     

    Newbridge
Securities Corporation

     

     

    By:  /s/ Francis J.
Argenziano    

    Francis
J. Argenziano

    Managing
Director, Investment Banking

    
      


    

    
      


    

    
      By:  /s/ Anthony J. Sarkis      

      Anthony
J. Sarkis

      Head of
Investment Banking

    

    
      


    

    
      


    

    
      ACCEPTED
AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN:

    

    
      


    

    
      Medgenics,
Inc.

    

    
      


    

    
      


    

    
      By:  /s/ Andrew Pearlman        

    

    
            
Dr. Andrew Pearlman

    

    
            
President and CEO

    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      [Signature Page to the Engagement
Letter]

    

    
      


    

    
      [Indemnification Exhibit to the Engagement Letter
Begins on the Next Page]

    

    
      


    

    
      


    

    
      


    

    
      Members
FINRA & SIPC

    

    
      1451 West
Cypress Creek Blvd. Ft. Lauderdale, FL 33309 * phone (954) 334-3450 * fax (954)
337-2910 * www.NewbridgeSecurities.com

    

    
      New York,
NY * Long Island, NY * Red Bank, NJ * West Palm Beach, FL * Boca Raton,
FL