Unassociated Document


     

    EXHIBIT 4.2

    
 

    REGISTRATION
RIGHTS AGREEMENT

    


    This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made
as of May 25, 2009 by and among MEDGENICS, INC., (the “Company”) and each of the
individuals and entities listed on Exhibit A attached
hereto (collectively, the “Investors” and each
an “Investor”).

    


    WHEREAS,
the Investors desire to purchase from the Company, and the Company desires to
issue and sell to the Investors, certain convertible debentures (the “Debentures”)
convertible, under certain circumstances, into shares of common stock, $0.0001
par value per share, of the Company (the “Common Stock”), and
warrants to purchase shares of Common Stock ("Warrants"), all
upon the terms set forth in that certain Securities Purchase Agreement of even
date herewith by and between the Company and the Investors (the “Securities Purchase
Agreement”);

    


    WHEREAS,
to induce the Investors to purchase Debentures, the Company has undertaken to
register if, as and when requested hereunder, the Common Stock issuable upon
conversion of the Debentures and exercise of the Warrants pursuant to the terms
set forth herein.

    


    NOW,
THEREFORE, the Company and the Investors as follows:

    


    1.          Definitions. As used
herein, the following terms shall have the following respective
meanings:

    


    “Affiliate” shall
mean, with respect to any non-individual, any person or entity that, directly or
indirectly, controls, is controlled by or is under common control with such
non-individual. As used in this definition “control” shall mean possession,
directly or indirectly, of power to direct or cause the direction of management
or policies (whether through ownership of securities or partnership or other
interests, by contract or otherwise).

    


    “Common Stock” shall
mean the Common Stock, par value $0.001 per share, of the Company, as
constituted as of the date of this Agreement.

    


    “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC thereunder, all as the same shall be in effect at the
time.

    


    “Holder” or “Holders” shall mean
any Investor or Investors to whom Registrable Securities were originally issued
or qualifying transferees of an Investor or Investors under Section 2.9 hereof
who hold Registrable Securities for purposes of any registration under Sections
2.2.

    


    “Register,” “registered” and “registration” each shall refer to a registration
effected by preparing and filing a registration statement or statements or
similar documents in compliance with the Securities Act and the
declaration or ordering of effectiveness of such registration statement or
document by the SEC.


    
      
         


      

      
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    “Registrable
Securities” means (a) the shares of
Common Stock issuable upon conversion of the Debentures (b) the shares of Common
Stock issuable upon exercise of the Warrants, (c) the shares of Common Stock
issuable upon exercise of the warrants issued to Newbridge Securities
Corporation, and (d) any other shares of Common Stock issued in respect of such
shares (because of stock splits, stock dividends, reclassifications,
recapitalizations or similar events); provided, however, that shares of Common Stock
which are Registrable Securities shall cease to be Registrable Securities (i)
upon any sale pursuant to a Registration Statement or Rule 144 under the
Securities Act, (ii) upon any sale in any manner to a person or entity which is
not entitled to the rights under this Agreement or (iii) at such time as they
become eligible for sale pursuant to Rule 144 under the Securities Act without
restriction.

    


    “Requisite Period” shall mean, with respect to a firm commitment
underwritten public offering, the period commencing on the effective date of the
registration statement and ending on the date each underwriter has completed the
distribution of all securities purchased by it and, with respect to any other
registration, the period commencing on the effective date of the registration
statement and ending on the earlier of (i) the date on which the sale of all
Registrable Securities covered thereby is completed and (ii) 180 days after such
effective date.

    


    “Securities Act” shall mean the Securities
Act of 1933, as amended, and the rules and regulations of the SEC thereunder,
all as the same shall be in effect at the applicable time.

    


    “SEC” shall mean the U.S. Securities
and Exchange Commission, or any other Federal agency at the time administering
the Securities Act.

    


    2.2            Piggyback
Registration. If, at any time commencing after the date hereof, the
Company proposes to register any of its securities under the Securities Act
(other than in connection with a merger or on Forms S-8, S-4 or comparable
registration statements), including, without limitation any Registration
Statement relating to its initial public offering, it will give written notice,
at least twenty (20) business days prior to the filing of each such registration
statement, to the Holders holding Registrable Securities of its intention to do
so. If any Holder notifies the Company in
writing within fifteen (15) days after receipt of any Company notice of the
Holder’s desire to include any Registrable Securities in such proposed
registration statement, the Company shall afford such Holder the opportunity to
have any such Registrable Securities registered under such registration
statement. If the Registration Statement is being filed for an underwritten
public offering, such Holder must timely execute and deliver the usual and
customary agreement among the Company, such Holder and the underwriters relating
to this registration.

    


    Notwithstanding
the provisions of this Section 2.2, (i) the Company shall have the right any
time after it shall have given written notice pursuant to this Section 2.2
(irrespective of whether a written request for inclusion of any such securities
shall have been made) to elect to postpone or not to file any such proposed
registration statement, or to withdraw the same after filing but prior to the
effective date thereof and (ii) if the underwriter or underwriters, if any, of
any such proposed public offering shall be of the reasonable opinion that the
total amount or kind of securities held by the Holders and any other
persons or entities entitled to be included in such public offering would
adversely affect the success of such public offering, then the underwriter or
underwriters may exclude shares (including Registrable Securities) from the
registration and the underwriting. In no event shall the Company be required
pursuant to this Section 2.2 to reduce the amount of securities to be registered
by it. Notwithstanding the foregoing, the Company may withdraw any registration
statement referred to in this Section 2.2 without thereby incurring any
liability to the Holders.


    
      
         


      

      
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    2.3.          Holdback
Agreements.

    


    (a)           In
connection with an initial public offering or any registration of Registrable
Securities in connection with an underwritten public offering, each Holder
agrees, if so requested by the underwriter or underwriters, not to effect any
public sale or distribution (including any sale pursuant to Rule 144 under the
Securities Act) of any Registrable Securities, and not to effect any such public
sale or distribution of any other equity security of the Company or of any
security convertible into or exchangeable or exercisable for any equity security
of the Company (in each case other than as part of such underwritten public
offering), during the 180-day period or such other period agreed to by the
Attorney-in-fact (as hereinafter defined) on behalf of the Holders, beginning on
the effective date of such registration statement, provided that
(i) the Company’s officers and directors and Affiliates of the Company’s
officers and directors enter into similar agreements not to dispose of their
shares during the same time period, (ii) such Holder has received written notice
of such registration at least 15 days prior to such effective date and (iii)
with respect to any offering other than pursuant to a firm commitment
underwriting, the underwriters continue to actively market the Registrable
Securities until the earlier of the end of such lock-up period and the closing
with respect to the sale of all, or the final portion of, the Registrable
Securities offered by the holders thereof. The periods described in this Section
2.3 are in addition to, but may overlap with, any “lock-up” periods set forth in
the Securities Purchase Agreement or other agreements entered into by the Holder
in connection with the purchase of the Debentures.

    


    (b)           If
any registration of Registrable Securities shall be in connection with an
underwritten public offering, the Company agrees (i) if requested by the
underwriter or underwriters, not to effect any public sale or distribution of
any of its equity securities or of any security convertible into or exchangeable
or exercisable for any equity security of the Company (other than in connection
with any employee stock option or other benefit plan which has been duly adopted
by the Company and which provides for the distribution to participants in the
plan of equity securities of the Company or securities convertible or
exchangeable or exercisable for equity securities of the Company, or in
connection with a merger or acquisition approved by the Board of Directors of
the Company) during the seven days prior to, and during the 180-day period, or
such other period as the managing underwriter of such offering shall reasonably
require, beginning on the effective date of such registration statement (except
as part of such registration) and (ii) that any agreement entered into after the
date of this Agreement pursuant to which the Company issues or agrees to issue
any privately placed equity securities shall contain a provision under which
holders of such securities agree that, if required by the underwriter or
underwriters, they will not effect any public sale or distribution of any such
securities during the period referred to in the foregoing clause (i), including
any sale pursuant to Rule 144 under the Securities Act (except as part of such
registration, if permitted), if such holder is participating in the offering
pursuant to such registration.


    
      
         


      

      
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    2.4          Expenses of
Registration. All expenses incurred in connection with any registration,
qualification or compliance pursuant to Section 2, including without limitation,
all registration, filing and qualification fees, printing expenses, fees and
disbursements of counsel for the Company and expenses of any special audits
incidental to or required by such registration, shall be borne by the Company
(including the reasonable fees and disbursements of one legal counsel
representing the Holders, but shall exclude the underwriters’ fees, discounts or
commissions relating to Registrable Securities).

    


    All
expenses of any registered offering not otherwise borne by the Company shall be
borne pro rata among the Holders participating in the offering on the basis of
the number of shares registered.

    


    2.5       
   Registration
Procedures. If and whenever the Company is required by the provisions
hereof to use its reasonable best efforts to effect the registration of any
Registrable Securities under the Securities Act, the Company will, as
expeditiously as possible:

    


    (a)   
       to use its reasonable best efforts to
prepare and file with the SEC a registration statement with respect to such
securities and use its reasonable best efforts to cause such registration
statement to become effective not later than 120 days from the date of its
filing and to remain effective for the Requisite Period;

    


    (b) 
         prepare and file with the
SEC such amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective for the Requisite Period and comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such registration statement in accordance with
the intended method of disposition set forth in such registration statement for
such period;

    


    (c) 
         furnish to each seller of
Registrable Securities and to each underwriter such number of copies of the
registration statement and the prospectus included therein (including each
preliminary prospectus) as such persons reasonably may request in order to
facilitate the intended disposition of the Registrable Securities covered by
such registration statement;

    


    (d)          use
its reasonable best efforts (i) to register or qualify the Registrable
Securities covered by such registration statement under the securities or “blue
sky” laws of such jurisdictions as the sellers of Registrable Securities or, in
the case of an underwritten public offering, the managing underwriter,
reasonably shall request, (ii) to prepare and file in those jurisdictions such
amendments (including post-effective amendments) and supplements, and take such
other actions, as may be necessary to maintain such registration and
qualification in effect at all times for the period of distribution contemplated
thereby and (iii) to take such further action as may be necessary or advisable
to enable the disposition of the Registrable Securities in such jurisdictions,
provided,
that the Company shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any jurisdiction
where it is not so qualified or to consent to general service of process in any
such jurisdiction;


    
      
         


      

      
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    (e)           use
its reasonable best efforts to list the Registrable Securities covered by such
registration statement with any securities exchange or national quotation
service on which the
Common Stock of the Company is then listed or eligible for
quotation;

    


    (f)        
   immediately notify each seller of Registrable Securities and
each underwriter under such registration statement, at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event of which the Company has knowledge as a
result of which the prospectus contained in such registration statement, as then
in effect, includes any untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing and promptly
amend or supplement such registration statement to correct any such untrue
statement or omission;

    


    (g)           notify
each seller of Registrable Securities of the issuance by the SEC of any stop
order suspending the effectiveness of the registration statement or the
initiation of any proceedings for that purpose and make every reasonable effort
to prevent the issuance of any stop order and, if any stop order is issued, to
obtain the lifting thereof at the earliest possible time;

    


    (h)           permit
a single firm of counsel designated as selling stockholders’ counsel by the
holders of a majority in interest of the Registrable Securities being registered
to review the registration statement and all amendments and supplements thereto
for a reasonable period of time prior to their filing (provided,
however,
that in no event shall the Company be required to reimburse legal fees
pursuant to this Section 2.5(h)) and the Company shall not file any document in
a form to which such counsel reasonably objects;

    


    (i)      
     if the offering is an underwritten offering, enter
into a written agreement with the managing underwriter selected in the manner
herein provided in such form and containing such provisions as are usual and
customary in the securities business for such an arrangement between such
underwriter and companies of the Company’s size and investment stature,
including, without limitation, customary indemnification and contribution
provisions;

    


    (j)      
     if the offering is an underwritten offering, at
the request of any seller of Registrable Securities, use its reasonable best
efforts to furnish to such seller on the date that Registrable Securities are
delivered to the underwriters for sale pursuant to such registration a copy of
an opinion dated such date of counsel representing the Company for the purposes
of such registration, addressed to the underwriters, stating that such
registration statement has become effective under the Securities Act and that
(A) to the best knowledge of such counsel, no stop order suspending the
effectiveness thereof has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under the Securities Act, (B) the
registration statement, the related prospectus and each amendment or supplement
thereof comply as to form in all material respects with the requirements of the
Securities Act (except that such counsel need not express any opinion as to
financial statements or other financial or statistical information contained
therein) and (C) to such other effects as reasonably may be requested by counsel
for the underwriters;


    
      
         


      

      
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    (k)           take
all actions reasonably necessary to facilitate the timely preparation and
delivery of certificates (not bearing any legend restricting the sale or
transfer of such securities) representing the Registrable Securities to be sold
pursuant to the registration statement and to enable such certificates to be in
such denominations and registered in such names as the Holders or any
underwriters may reasonably request; and

    


    (1)           take
all other reasonable actions necessary to expedite and facilitate the
registration of the Registrable Securities pursuant to the registration
statement.

    


    In
connection with each registration hereunder, the sellers of Registrable
Securities will furnish to the Company in writing such information with respect
to themselves and the proposed distribution by them as reasonably shall be
necessary in order to assure compliance with Federal and applicable state
securities laws.

    


    2.6      Indemnification and
Contribution

    


    (a)           The
Company will indemnify each Holder of Registrable Securities, each of its
officers, directors, members, managers and partners, and each person controlling
such Holder, with respect to which such registration, qualification or
compliance has been effected pursuant to Section 2, and each underwriter, if
any, and each person who controls any underwriter of the Registrable Securities
held by or issuable to such Holder from and against all claims, losses,
expenses, damages and liabilities (or actions in respect thereto) arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any prospectus, offering circular or other document (including
any related registration statement, notification or the like) incident to any
such registration qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or any violation by
the Company of any rule or regulation promulgated under the Securities Act or
any state securities law applicable to the Company and relating to action or
inaction required of the Company in connection with any such registration,
qualification or compliance, and will reimburse each such Holder, each of its
officers, directors, members, managers and partners, and each person controlling
such Holder, each such underwriter and each person who controls any such
underwriter, for any reasonable legal and any other expenses incurred in
connection with investigating, defending or settling any such claim, loss,
damage, liability or action; provided,however,
that the indemnity agreement contained in this Section 2.6 shall not
apply to amounts paid in settlement of any such claim, loss, damage, liability,
or action if such settlement is effected without the consent of the Company
(which consent shall not be unreasonably withheld); and provided,
further,
that the Company will not be liable in any such case if and to the extent
that any such loss, claim, damage or liability arises out of or is based upon
the Company’s reliance on an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with information furnished by
any such Holder, any such underwriter or any such controlling person in writing
specifically for use in such registration statement or prospectus and the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability (or action in respect thereof) arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission in such registration statement, which untrue statement or
alleged untrue statement or omission or alleged omission is completely corrected
in an amendment or supplement to the registration statement and any such Holder,
any such underwriter or any such controlling person thereafter fail to deliver
or cause to be delivered such registration statement as so amended or
supplemented prior to or concurrently with the sale of the Registrable
Securities to the person asserting such loss, claim, damage or liability (or
actions in respect thereof) or expense after the Company has furnished the
undersigned with the same.


    
      
         


      

      
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    (b)           Each
Holder will, severally and not jointly, if Registrable Securities held by or
issuable to such Holder are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify the
Company, each of its directors and officers, each underwriter, if any, of the
Company’s securities covered by such a registration statement, each person who
controls the Company within the meaning of the Securities Act, and each other
such Holder, each of its officers, directors, members, managers and partners and
each person controlling such Holder, against all claims, losses, expenses,
damages and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering circular or
other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company, such Holders, such
directors, officers, members, managers, partners, persons or underwriters for
any reasonable legal or any other expenses incurred in connection with
investigating, defending or settling any such claim, loss, damage, liability or
action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information furnished
to the Company by an instrument duly executed by such Holder specifically for
use therein; provided,
however,
the total amount for which any Holder shall be liable under this Section
2.6 shall not in any event exceed the aggregate proceeds received by such Holder
from the sale of Registrable Securities held by such Holder in such
registration.

    


    (c)           Each
party entitled to indemnification under this Section 2.6 (the “Indemnified Party”)
shall give notice to the party required to provide indemnification (the “Indemnifying Party”)
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom, provided that
counsel for the Indemnifying Party, who shall conduct the defense of such claim
or litigation, shall be approved by the Indemnified Party (whose approval shall
not be unreasonably withheld), and the Indemnified Party may participate in such
defense at such party’s expense, and provided,
further,
that the failure of any Indemnified Party to give notice as provided
herein, shall not relieve the Indemnifying Party of its obligations hereunder,
unless such failure resulted in actual detriment to the Indemnifying Party. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, 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 a release from all liability in respect to such claim or
litigation.


    
      
         


      

      
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    (d)           In
order to provide for just and equitable contribution to joint liability under
the Securities Act in any case in which either (i) any Holder of Registrable
Securities exercising rights under this Agreement, or any controlling person of
any such Holder, makes a claim for indemnification pursuant to this Section 2.6
but it is judicially determined (by the entry of a final judgment or decree by a
court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that this Section 2.6 provides
for indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any such Holder or any such controlling person in
circumstances for which indemnification is provided under this Section 2.6;
then, and in each such case, the Company and such Holder will contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject
(after contribution from others) in such proportion so that such Holder is
responsible for the portion represented by the percentage that the public
offering price of its Registrable Securities offered by the registration
statement bears to the public offering price of all securities offered by such
registration statement, and the Company is responsible for the remaining
portion; provided,
that, in any such case, (A) no such Holder will be required to contribute
any amount in excess of the public offering price of all such Registrable
Securities offered by it pursuant to such registration statement and (B) no
person or entity guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) will be entitled to contribution from any
person or entity who was not guilty of such fraudulent
misrepresentation.

    


    2.7          Participation in
Registrations.

    


    (a)            No
Holder may participate in any registration hereunder unless such Holder (i)
cooperates with the Company as reasonably requested by the Company in the
connection with the preparation of the registration statement, and for so long
as the Company is obligated to file and keep effective the registration
statement, provides to the Company, in writing, for use in the registration
statement, all such information regarding such Holder and its plan of
distribution of the Registrable Securities reasonably necessary to enable the
Company to prepare the registration statement and prospectus covering the
Registrable Securities, to maintain the currency of and effectiveness thereof
and otherwise to comply with all applicable requirements of law in connection
therewith; (ii) agrees to sell such Holder’s securities on the basis provided in
any underwriting arrangements with any underwriter for such registration
selected by the Holder or Holders entitled hereunder to approve such
arrangements (including, without limitation, pursuant to the terms of any
over-allotment or “green shoe” option requested by the managing underwriter(s)),
except that no holder of Registrable Securities will be required to sell more
than the number of Registrable Securities that such holder has requested the
Company to include in any registration; and (iii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements, and
other documents reasonably requested by the Company under the terms of such
underwriting arrangements; provided that
no holder of Registrable Securities included in any underwritten registration
shall be required to make any representations or warranties to the Company or
the underwriters other than representations and warranties regarding such holder
and such holder’s intended method of distribution.

    


    (b)            Each
Holder that is participating in any registration hereunder agrees that, upon
receipt of any notice from the Company of the happening of any event of the kind
described in Section 2.5(f) above, such Holder will immediately discontinue the
disposition of its Registrable Securities pursuant to the registration statement
until such Holder’s receipt of the copies of a supplemented or amended
prospectus as contemplated by such Section 2.5(f).


    
      
         


      

      
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    (c)           Each
Holder participating in any registration hereunder shall comply, and cause its
underwriters, brokers, dealers, representatives and agents to comply, in all
material respects with the applicable prospectus delivery requirements of the
Securities Act in connection with any sale pursuant to such
registration.

    


    2.8          Rule 144 Reporting.
With a view to making available to Holders the benefits of certain rules and
regulations of the SEC which may permit the sale of the Registrable Securities
to the public without registration, the Company agrees at all times after 90
days after the effective date of the first registration filed by the Company for
an offering of its securities to the general public to:

    


    (a)           Make
and keep public information available, as those terms are understood and defined
in SEC Rule 144;

    


    (b)           Use
its best efforts to file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange
Act;

    


    (c)           So
long as a Holder owns any Registrable Securities, to furnish to such Holder
forthwith upon request a written statement by the Company as to its compliance
with the reporting requirements of said Rule 144 (at any time after 90 days
after the effective date of the first registration statement filed by the
Company for an offering of its securities to the general public), and of the
Securities Act and the Exchange Act (at any time after it has become subject to
such reporting requirements), a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed by the
Company as the Holder may reasonably request in complying with any rule or
regulation of the SEC allowing the Holder to sell any such securities without
registration.

    


    2.9          Assignment of Registration
Rights. The rights to have the Company register Registrable Securities
pursuant to this Agreement may be assigned by the Holders to transferees or
assignees permitted under the Debenture; provided that
the Company is, within a reasonable time after such transfer, furnished with
written notice of the name and address of such transferee or assignee and the
securities with respect to which such registration rights are being assigned and
provided,
further,
that the transferee or assignee of such rights agrees with the Company in
writing the obligations of such Holder under this Agreement. The term
“Holder(s)” as used in this Agreement shall include such permitted
assigns.

    


    2.10        Termination of Registration
Rights. The registration rights contained in Sections 2.2 shall terminate
at the earlier of (i) five years after the closing of the Company’s initial
public offering or (ii) as to each Holder, at such time as such Holder is
eligible to sell its shares then held under Rule 144 under the Securities Act
without restriction.

    


    2.11        Waivers and
Amendments. With the written consent of the record or beneficial holders
of more than 50% of the Registrable Securities then outstanding, the obligations
of the Company and the rights of the holders of the Registrable Securities under
Section 2 may be waived (either generally or in a particular instance, either
retroactively or prospectively and either for a specified period of time or
indefinitely), and with the same consent the Company, when authorized by
resolution of its Board of Directors, may enter into a supplementary agreement
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of Section 2. Upon the effectuation of each
such waiver, consent, agreement of amendment or modification, the Company shall
promptly give written notice thereof to the record holders of the Registrable
Securities who have not previously consented thereto in
writing.


    
      
         


      

      
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    3.            Changes in Capital
Stock. If, and as often as, there is any change in the capital stock of
the Company by way of a stock split, stock dividend, combination or
reclassification, or through a merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof so that the rights and privileges granted hereby shall
continue as so changed.

    


    4.            Miscellaneous.

    


    (a)           Notices. Any notice
required or permitted by any provision of this Agreement shall be given in
writing, and shall be delivered either personally or by registered or certified
mail, postage prepaid, addressed (i) in the case of the Company, to its
principal office, (ii) in the case of any Holder which or who is an original
party to this Agreement at the address of such Holder as set forth in the
records of the Company or such other address for such Holder as shall be
designated in writing from time to time by such Holder; and (iii) in the case of
any permitted transferee of a party to this Agreement or its transferee, to such
transferee at its address as designated in writing by such transferee to the
Company from time to time.

    


    (b)           Binding Effect. This
Agreement and each and every term, covenant and condition thereof, including all
restrictions herein contained upon the sale, transfer, assignment or other
disposition or encumbrance of stock, shall be binding upon and inure to the
benefit of the transferees, legatees, donees, heirs, executors, administrators,
personal representatives, successors and assigns of each of the
parties.

    


    (c)           Entire Agreement.
This instrument contains the entire understanding of the parties with respect to
the subject matter hereof and supersedes any prior agreements with respect to
such subject matter.

    


    (d)           Governing Law. This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of Delaware applicable to contracts made and to be performed
entirely within that state.

    


    (e)           Severability. The
invalidity or unenforceability of any provision hereof shall not in any way
affect the validity or enforceability of any other provision.

    


    (f)           Successors. Except as
otherwise expressly provided herein, the provisions hereof shall inure to the
benefits of, and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    (g)           Multiple
Counterparts. This Agreement may be executed in a number of identical
counterparts, each of which for all purposes is to be deemed an original, and
all of which constitute collectively one Agreement; but in making proof of this
Agreement, it shall not be necessary to produce or account for more than one
such counterpart. It is not necessary that each Holder execute the same
counterpart, so long as identical counterparts are executed by the Company and
each Holder.

    


    (h)           Omnibus Signature
Page. With respect to the Holders, this Agreement is intended to be read
and construed in conjunction with the Securities Purchase Agreement.
Accordingly, pursuant to the terms and conditions of this Agreement and such
related agreements, it is hereby agreed that the execution by the Holders of the
Securities Purchase Agreement, in the place set forth therein, shall constitute
their agreement to be bound by the terms and conditions hereof and the terms and
conditions of the Subscription Agreement and this Agreement, with the same
effect as if each of such separate but related agreements were separately
signed.

     

    [Remainder
of Page Intentionally Left Blank]


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement effective as of the day and year first above written.

    


    
      
        
          	
                  COMPANY:

                
	 
      
	
                  MEDGENICS,
      INC.

                
	 
      	 
      
	
                  By:

                	
                    

                
	 
      	
                  Name:
      Andrew L. Pearlman

                
	 
      	
                  Title:
      President

                


        

      

    

    


    
      
        
          
            
              
                	
                        INVESTOR:

                      	 
      	 
      
	 
      	 
      	 
      
	
                        If
      Entity:

                      	 
      	
                        If
      Individual:

                      
	 
      	 
      	 
      
	
                          

                      	 
      	
                          

                      
	
                        [Name
      of Entity]

                      	 
      	
                        [Signature]

                      
	 
      	 
      	 
      	 
      
	
                        By:

                      	
                          

                      	 
      	
                          

                      
	 
      	
                        Name:

                      	 
      	
                        [Print
      Name]

                      
	 
      	
                        Title:

                      	 
      	 
      


              

            

          

        

      

    

     

    -OR-

     

    See
Signature Page to Securities Purchase Agreement for Investor’s
Signature 

    
      

    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    EXHIBIT
A

     


    LIST
OF INVESTORS


    
      
         


      

      
        13