EXHIBIT 10.41

       

                           ,
2007

      


      Medgenics,
Inc.

      


      AND

      


      Capita
Registrars (Jersey) Limited


       

      
        
          

        

         

        OFFSHORE
REGISTRAR AGREEMENT

      

       

      
        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      AN
AGREEMENT made
on                         ,
2007 BETWEEN: -

      


      
        	
                1.

              	
                Medgenics,
      Inc. whose registered office is at 2711 Centreville Road, Suite 400,
      Wilmigton, 19808, New Castle, Delaware, USA (the “Company”);
      and

              


      

      


      
        	
                2.

              	
                Capita
      Registrars (Jersey) Limited whose registered office is situated at
      Victoria Chambers, Liberation Square, 1/3 The Esplanade, St Helier, Jersey
      (the “Registrar”):

              


      

      


      WHEREAS:
-

      


      
        	
                 
      

              	
                A.

              	
                It
      is anticipated that, immediately following admission of its issued and to
      be issued share capital to trading on the AIM market of the London Stock
      Exchange plc, the Company will have an issued share capital comprised of
      shares of common stock of par value of US $0.0001 each (the
      “Shares”)

              


      

      


      
        	
                 
      

              	
                B.

              	
                The
      Shares will from the date hereof at all times be registered on the
      register of members (the “Offshore Register”) kept in
    Jersey.

              


      

      


      NOW IT IS
HEREBY AGREED AND DECLARED AS FOLLOWS: -

      


      
        	
                1.

              	
                Appointment
      of Registrar

              


      

      


      The
Company hereby appoints the Registrar to act as the registrar of the Offshore
Registers in respect of the Shares on the terms and conditions hereof and the
Registrar hereby accepts such appointment.

      


      
        	
                2.

              	
                Registrar’s
      Duties and Responsibilities

              


      

      


      
        	
                2.1

              	
                The
      Registrar shall:

              


      

      


      
        	
                 
      

              	
                2.1.1

              	
                carry
      out and follow all reasonable Proper Instructions which may from time to
      time be given to it with regard to the Registrar’s duties hereunder;
      and

              


      

      


      
        	
                 
      

              	
                2.1.2

              	
                subject
      to Clause 2.3 below, provide a registration and transfer office at such
      place in Jersey as the Registrar may decide, and shall perform the
      services specified in Appendix 1 to this Agreement (the “Registration
      Services”).

              


      

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      
        	
                2.2

              	
                The
      Registrar undertakes to provide the Registration Services using due
      diligence, reasonable skill and expertise in the execution of its duties.
      The Registrar shall perform its duties hereunder in a conscientious manner
      and shall comply with all statutory and regulatory requirements applicable
      to it, including (without limitation) the Data Protection Act 1998 (the
      “DPA”).

              


      

      


      
        	
                2.3.

              	
                The
      Company shall give such assistance to the Registrar as may reasonably be
      necessary to enable the Registrar to carry out its obligations
      hereunder.

              


      

      


      
        	
                2.4

              	
                When
      acting pursuant to Proper Instructions the Registrar shall not be under
      any duty to make any enquiry as to the genuineness or authenticity of any
      such instructions so long as such instructions reasonably appear to be
      genuine and authentic.

              


      

      


      
        	
                3.

              	
                Agents
      and Delegation

              


      

      


      
        	
                3.1

              	
                Subject
      to Clause 3.2, the Registrar may, in the performance of its duties and in
      the exercise of any of the powers vested in it hereunder, act by an
      authorised officer or officers for the time being and employ and pay an
      agent or agents (including any Associate of the Registrar) at the expense
      of the Registrar to perform or concur in performing any of the duties
      required to be performed hereunder and may act or rely upon the opinion or
      advice or any information obtained (in the knowledge that the Registrar
      will be placing reliance thereon) from any broker, lawyer, valuer,
      surveyor, auctioneer or other expert (whether reporting to the Company or
      the Registrar) appointed in good faith and without negligence and the
      Registrar shall not be responsible for any loss occasioned by its acting
      upon such opinion, advice or
information.

              


      

      


      
        	
                3.2

              	
                The
      Registrar may at any time delegate in whole or in part any of its duties,
      functions, powers and discretions under this Agreement to a transfer agent
      in the United Kingdom or to any other delegate or agent and may disclose
      (subject to due observance of and compliance with all applicable
      provisions of the DPA) to such transfer agent or other delegate or agent
      such information about the Company as the Registrar considers necessary or
      desirable for such transfer agent or other delegate or agent to carry out
      its duties.

              


      

      


      
        	
                4.

              	
                Liability
      and Indemnity

              


      

      


      
        	
                4.1

              	
                The
      Company shall indemnify and keep indemnified the Registrar and its agents,
      officers and employees from and against any and all Liabilities which may
      be suffered or incurred by or asserted against the Registrar and its
      agents, officers and employees arising out of or in connection with the
      performance of its or their duties hereunder except such as may be due to
      the fraud, negligence or wilful default of the Registrar or its agents,
      officers or employees.

              


      

      


      
        	
                4.2

              	
                Subject
      always to the foregoing provisions of this Clause 4 and except in the case
      of the fraud of the Registrar or its agents, officers or
      employees:

              


      

      


      
        	
                 
      

              	
                4.2.1

              	
                the
      aggregate liability of the Registrar and its agents, officers or employees
      arising out of or in connection with this Agreement (whether in contract,
      negligence, breach of statutory duty, restitution or otherwise) will be
      limited to the lesser of £1,000,000 (one million pounds) or an amount
      equal to ten (10) times the total annual fee payable to the Registrar
      under this Agreement; and

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                4.2.2

              	
                in
      no event shall the Registrar or its agents, officers or employees be
      liable to the Company under or in connection with this Agreement for
      indirect or consequential loss or damage, loss of profit, revenue, actual
      or anticipated savings or goodwill, in all cases (whether caused by
      negligence or otherwise).

              


      

      


      
        	
                4.3

              	
                For
      the purposes of Clause 4.2, the extent of any liability shall always be
      calculated in accordance with the annual fee payable in force at the time
      such event happened to give rise to a claim, and not at the date such
      event is discovered.

              


      

      


      
        	
                4.4

              	
                Nothing
      in this Clause 4 shall exclude or limit the right of the Registrar to
      recover, or the obligation of the Company to pay, any sums properly due
      and payable to the Registrar under the terms of this Agreement including,
      without limitation, any fees.

              


      

      


      
        	
                5.

              	
                Non-Exclusivity

              


      

      


      
        	
                5.1

              	
                The
      Registrar and any Associate of the Registrar
  may:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                act
      as manager, administrator or in any other role for any other company,
      corporation or body of persons on such terms as may be arranged with such
      company, corporation or body of persons and shall be deemed not to be
      affected with notice of or to be under any duty to disclose to the Company
      any fact or thing which may come to the knowledge of the Registrar or its
      Associate or any servant or agent of the Registrar or its Associate in the
      course of so doing or in the course of its business in any other capacity
      or in any manner whatsoever otherwise than in the course of carrying out
      its duties hereunder;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                acquire,
      hold or deal with for its own account or for the account of any customer
      or other person and in its own name or in the name of such customer or
      person or of a nominee any shares or securities for the time being issued
      by the Company and any securities or other
  investments.

              


      

      


      
        	
                5.2

              	
                Neither
      the Registrar nor any Associate of the Registrar shall be liable to
      account to the Company, its shareholders or any of them for any profits or
      benefits made by or derived from or in connection with any transaction
      permitted by Clause 5.1 above.

              


      

      


      
        	
                5.3

              	
                Nothing
      herein contained shall prevent the Registrar or any Associate of the
      Registrar from contracting or entering into any financial, banking or
      other transaction with the Company or any of its shareholders or from
      being interested in any such transaction and neither the Registrar nor any
      Associate of the Registrar shall be liable to account to any person for
      any profits or benefits made or derived by them in connection with any
      such transaction.

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        	
                6. 

              	
                Insurance
      and lost Share Certificates

              


      

      


      
        	
                6.1

              	
                Where
      a shareholder claims that its share certificate (the “old certificate”) has
      been defaced, worn-out, lost or destroyed and requests the Registrar to
      issue, on behalf of the Company, a replacement share certificate (the
      “replacement
      certificate”), the Registrar shall require the shareholder to
      submit an indemnity (“Indemnity”), in favour
      of the Company and the Registrar, in respect of loss suffered as a result
      of the issue of the replacement certificate and take any other steps
      required in the Company’s Articles and
By-laws.

              


      

      


      
        	
                6.2

              	
                On
      receipt of an Indemnity from the relevant shareholder the Registrar will
      use reasonable endeavours to procure that the Company does not suffer a
      loss as a result thereof, provided
always:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                in
      cases where the shareholder arranges a guarantee or insurance in support
      of its Indemnity to the Company and the Registrar, the Registrar shall
      have no further obligation to the Company in relation to any loss arising
      as a result of the issue of the replacement certificate or the subsequent
      presentation of the old certificate;
and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                in
      cases where the shareholder does not arrange a guarantee or insurance in
      support of its Indemnity, the shareholder will be asked to pay an
      appropriate administration fee to the Registrar and the Registrar will
      insure itself for any loss arising as a result of the issue of the
      replacement certificate or the subsequent presentation of the old
      certificate. In such case, the Registrar’s liability to the Company to use
      reasonable endeavours to procure that the Company does not suffer a loss
      as a result of the issuing of a replacement certificate shall be expressly
      limited to the extent and amount that the Registrar is entitled to
      recover, and in fact does recover, from its insurers in respect of the
      same (net of any excess which
applies).

              


      

      


      
        	
                6.3

              	
                The
      Company hereby assigns to the Registrar all its future right title and
      interest to recover under any such Indemnity from the relevant shareholder
      to the extent that any compensation payment, expressly limited to the
      extent and amount that the Registrar is able to recover, and in fact does
      recover from its insurers, may be made by the Registrar to the Company.
      The Company agrees that the Registrar may seek to recover the Company’s
      entitlement pursuant to the
Indemnity.

              


      

      


      
        	
                6.4

              	
                Where
      the Registrar has acted upon a forged transfer, the duty to procure that
      the Company does not suffer loss shall be expressly limited to the extent
      and amount that the Registrar is entitled to recover, and in fact does
      recover, from its insurers in respect of the same under the forged
      transfer insurance policy (net of any excess which
    applies).

              


      

      


      
        	
                6.5

              	
                Where,
      the replacement certificate, old certificate or forged transfer has been
      used to effect a fraudulent or otherwise wrongful transaction through a
      broker, which causes loss to the Company, the Registrar shall take
      reasonable steps to recover such loss from the said broker (not including
      commencing legal action) and the Registrar’s liability to the Company
      shall be expressly limited to the extent and amount that the Registrar in
      fact does recover from the said
broker.

              


      

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        	
                7.

              	
                Proceedings

              


      

      


      
        	
                7.1

              	
                Neither
      the Registrar nor any transfer agent in the United Kingdom appointed by
      the Registrar nor any other delegate or agent appointed by the Registrar
      hereunder shall be required to take any legal action unless fully
      indemnified to its reasonable satisfaction for all costs and liabilities
      that may be incurred or suffered by the Registrar or such other party and
      if the Company requires the Registrar or such other party to take any
      action of whatsoever nature which in the reasonable opinion of the
      Registrar or such other party might make the Registrar or such other party
      liable for the payment of money or liable in any other way the Registrar
      or such other party shall be and be kept indemnified in any reasonable
      amount and form satisfactory to the Registrar or such other party as a
      pre-requisite to taking action.

              


      

      


      
        	
                7.2

              	
                The
      Registrar shall be entitled at the expense of the Company (subject to
      obtaining the prior approval of the Company in each and every case) to
      obtain legal advice from its lawyers for the time being and/or the opinion
      of counsel on any matter relating to the Company or this
      Agreement.

              


      

      


      
        	
                8.

              	
                Prospectuses
      and Advertisements

              


      

      


      No
prospectus, explanatory memorandum, application form, sales literature,
advertisement, circular or other similar document shall be issued by or on
behalf of the Company to prospective shareholders without the prior approval of
the Registrar in respect of any references made therein to the Registrar or any
transfer agent in the United Kingdom appointed by the Registrar or any other
delegate or agent appointed by the Registrar, provided that the Registrar hereby
gives its consent to being named as registrar to the Company in the admission
document to be published by the Company in accordance with the AIM Rules for
Companies (the “AIM Rules”) of London Stock Exchange plc (“LSE”) in connection
with the Company’s proposed application for admission of the shares to the AIM
market of LSE to be made within three months of the date hereof and, whilst this
agreement shall continue in force, in its published annual report and audited
accounts and at its website maintained in accordance with the requirements of
the AIM Rules.

      


      
        	
                9.

              	
                Disclosure

              


      

      


      
        	
                9.1

              	
                Except
      in so far as required by any governmental or regulatory organisation or
      any applicable law or rule in any jurisdiction, the Registrar shall not
      (except in exercise of its duties hereunder or as required by any
      statutory or regulatory requirement applicable to it) disclose any
      information relating to the affairs of the Company or any of its
      subsidiaries which is not in the public domain to any person (other than
      to the Directors, officers, auditors and accountants of the Company or to
      any transfer agent in the United Kingdom appointed by the Registrar or to
      any other delegate or agent appointed by the Registrar) not authorised by
      the Company to receive such information and the Registrar shall use its
      reasonable endeavours to prevent any such
  disclosure.

              


      

      


      
        	
                9.2

              	
                None
      of the parties hereto shall do or commit any act, matter or thing which
      would or might prejudice or bring into disrepute in any manner the
      business or reputation of the other parties hereto or any agent, officer
      or employee thereof (which, in the case of the Registrar, shall include
      any transfer agent in the United Kingdom appointed by the
      Registrar).

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        	
                9.3

              	
                In
      the event of this Agreement being terminated the provisions of this Clause
      9 shall remain in full force and
effect.

              


      

      


      
        	
                10.

              	
                Warranties

              


      

      


      The
Company hereby represents and warrants to the Registrar that:

      


      
        	
              	
                10.1

              	
                it
      is a company duly incorporated and validly existing under the laws of the
      jurisdiction of its incorporation;

              


      

      


      
        	
              	
                10.2

              	
                it
      has the legal right and full power and authority to carry on its business
      as it is being conducted and to enter into and perform its obligations
      under this Agreement, which when executed will constitute valid and
      binding obligations of the Company in accordance with the terms hereof;
      and

              


      

      


      
        	
              	
                10.3

              	
                the
      Company has the power and all necessary governmental, statutory,
      regulatory and other consents, approvals, licences, authorisations,
      registrations, waivers or exemptions (together, the “Consents”) required
      to carry on its business as it is being conducted and it has complied with
      the terms of all such Consents in all material respects and none of the
      Consents have been revoked or otherwise
  terminated.

              


      

      


      
        	
                11.

              	
                Fees
      and Expenses

              


      

      


      
        	
                11.1

              	
                Subject
      to Clauses 11.4 and 11.5, fees at such rate or rates as are set out in
      Appendix 2 shall be payable to the Registrar by the Company quarterly in
      arrears based on the number of shareholder accounts appearing on the
      Offshore Registers including nil accounts each 1st January, 1st April, 1st
      July and 1st October, subject to any minimum annual fee specified in
      Appendix 2. The Company shall settle all such quarterly invoices
      immediately on receipt.

              


      

      


      
        	
                11.2

              	
                The
      Registrar shall be entitled to charge interest on all amounts due from the
      Company and outstanding for more than thirty days at a rate of 3% over the
      base rate of HSBC Bank Plc prevailing from time to
  time.

              


      

      


      
        	
                11.3

              	
                Subject
      to Clause 11.5, the initial fee as shown in the attached Appendix 2 shall
      be fixed for a period of not less than twelve
  months.

              


      

      


      
        	
                11.4

              	
                The
      Fees of the Registrar pursuant to this Agreement and set out in the
      Appendix 2 are subject to review by the Registrar in its absolute
      discretion not more often than once in any calendar year nor prior to the
      first anniversary of the date of admission of the shares to trading on AIM
      (subject in each case to clause 11.5) and the Registrar will give to the
      Company at least one month’s notice of any alteration of such charges
      which alteration will take effect forthwith upon the expiration of such
      notice. The Fees will be subject to a minimum annual increase at the rate
      of the Retail Prices Index prevailing at that
  time.

              


      

      


      
        	
                11.5

              	
                Notwithstanding
      the restriction in clause 11.4 above, the Registrar shall at its own
      discretion be entitled to revise the Fees at any time where a change in
      law or regulation (including but not limited to the regulations from time
      to time relating to CREST) affects the obligations of the Registrar making
      it uneconomical for the Registrar to provide the services of a registrar
      at the agreed Fees, such revisions being effective from the 21 days after
      the date of the notification being delivered to the
    Company.

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        	
                11.6

              	
                The
      Company shall reimburse to the Registrar all reasonable out of pocket
      expenses properly incurred on behalf of the Company in the performance of
      its duties hereunder; including but not limited to reasonable postage,
      CREST and related Syntegra network charges, telephone, facsimile and
      courier expenses; reasonable travelling expenses incurred on the Company’s
      business (including those incurred in attending a general meeting of the
      Company); reasonable printing, stationery, photocopying, storage and
      forged transfer insurance.

              


      

      


      
        	
                11.7

              	
                The
      Registrar is entitled to pass on all taxes, duties and tariffs directly
      attributable to any amounts charged in accordance with this Clauses
      11.

              


      

      


      
        	
                12.

              	
                Termination

              


      

      


      
        	
                12.1

              	
                This
      Agreement shall be terminated:

              


      

      


      
        	
              	
                12.1.1

              	
                upon
      the expiry of not less than six months’ notice of termination given by the
      Company to the Registrar, such notice to expire no earlier than the second
      anniversary of the date of this Agreement;
or

              


      

      


      
        	
              	
                12.1.2

              	
                upon
      the expiry of not less than three months’ notice of termination given by
      the Registrar to the Company; or

              


      

      


      
        	
              	
                12.1.3

              	
                immediately,
      upon one party giving to the other notice of immediate termination in the
      event of:

              


      

      


      
        
          	
                	
                  (a)

                	
                  the
      property of the other party being declared en désastre
      or that other party becoming insolvent or going into liquidation (other
      than a voluntary liquidation for the purpose of reconstruction or
      amalgamation upon terms previously approved in writing by the other party)
      or a receiver being appointed of any of its assets or if some event having
      equivalent effect occurs; or

                


        

      

      


      
        
          	
                	
                  (b)

                	
                  the
      other party committing a material breach of this Agreement and (if such
      breach shall be capable of remedy) the other party not making good such
      breach within thirty days of service upon the party in breach of notice
      requiring the remedy of such breach or, in the case of the Registrar,
      being in the opinion of the Directors guilty of fraud, wilful misconduct
      or gross negligence in the performance of its duties hereunder;
      or

                


        

      

      


      
        	
              	
                12.1.4

              	
                immediately,
      upon the Company giving to the Registrar notice of immediate termination
      in the event of the Registrar ceasing to be the holder of any licence,
      consent, permit or registration enabling it to act as a Registrar of the
      Company under any law applicable to
it;

              


      

      


      
        	
                12.2

              	
                The
      Registrar shall be entitled to receive all Fees and other monies accrued
      due up to the date of such termination. In addition, the Abort Fee set out
      in Appendix 2 shall be payable by the Company to the Registrar
      either:

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        	
                12.2.1

              	
                on
      the termination of this Agreement for whatever reason prior to the
      Commencement Date; or

              


      

      


      
        	
                12.2.2

              	
                on
      the day three months after the date of this Agreement in the event that
      the Company’s securities are not admitted to the AIM market of the London
      Stock Exchange within three months of the date of this
      Agreement.

              


      

      


      
        	
                12.3

              	
                In
      the event of termination of the Registrar’s appointment under this
      Agreement the Registrar shall have the right by written request to require
      the Company for a period of six months from the date of such termination
      in all prospectuses, explanatory memoranda, and other material designed to
      be read by investors and prospective investors to state (in no less
      prominent fashion than the majority of the text therein) that the
      Registrar has ceased to be its Registrar and also that any transfer agent
      in the United Kingdom appointed by the Registrar or any other delegate or
      agent appointed by the Registrar has ceased to act as such and (upon
      request) to provide specimens of such material(s) to the
      Registrar.

              


      

      


      
        	
                12.4

              	
                Immediately
      upon the termination of this Agreement the Registrar shall deliver to the
      Company and shall use all reasonable endeavours to procure that its
      officers, servants, agents, and advisers shall deliver to the Company all
      Records appertaining to the Company’s business as are in the possession or
      under the control of the Registrar or any such persons, provided that the
      Registrar shall have a lien against and shall not be required to make
      delivery of such books and records until full payment has been made to the
      Registrar for all fees, disbursements and expenses due to it under this
      Agreement (including any costs associated with the termination of this
      Agreement and the delivery of such books and
  records).

              


      

      


      
        	
                13.

              	
                Amendment

              


      

      


      
        	
                13.1

              	
                Subject
      to Clause 12.2, no variation of this Agreement shall be valid unless in
      writing and signed by or on behalf of each of the
  parties.

              


      

      


      
        	
                13.2

              	
                In
      the event of a change of law or practice applicable to the Registrar or
      any transfer agent in the United Kingdom appointed by the Registrar, the
      Registrar may add, amend or vary the terms and conditions of this
      Agreement by giving the Company thirty days prior written notice of such
      amendments provided that if the Company gives written notice to the
      Registrar within such period objecting to any proposed amendment the same
      shall be effective only with the written agreement of both
      parties.

              


      

      


      
        	
                14.

              	
                Assignment

              


      

      


      
        	
                14.1

              	
                The
      Company shall not be entitled to assign or transfer all or any of its
      rights, benefits and obligations
hereunder.

              


      

      


      
        	
                14.2

              	
                The
      Registrar may at any time assign all or any of its rights and benefits
      hereunder with the prior written consent of the Company (which shall not
      be unreasonably delayed or withheld), provided that no such written
      consent shall be required in the case of an assignment by the Registrar to
      an Associate.

              


      

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      
        	
                15. 

              	
                Notices

              


      

      


      
        	
                 
      

              	
                Any
      notice served hereunder shall be sufficiently served
  if:

              


      

      


      
        	
              	
                15.1.1

              	
                delivered
      by hand or sent by registered mail addressed to the other party concerned
      at its registered or principal office (as the case may be) for the time
      being and a notice so sent by registered mail shall be deemed to be
      received at the expiry of two clear days after the day of posting;
      and

              


      

      


      
        	
              	
                15.1.2

              	
                by
      facsimile to the other party concerned at its registered or principal
      office (as the case may be) for the time being and a notice so sent by
      facsimile shall be deemed to be received on completion of its
      transmission.

              


      

      


      
        	
                16.

              	
                Entire
      Agreement

              


      

      


      This
Agreement constitutes the entire agreement relating to the provision of services
by the Registrar to the Company and shall supersede and extinguish all prior
agreements and understandings between the parties relating to such
matters.

      


      
        	
                17.

              	
                Governing
      Law and Jurisdiction

              


      

      


      This
Agreement shall be governed by and construed in accordance with the laws of the
Island of Jersey and the parties hereto irrevocably submit to the exclusive
jurisdiction of the Courts of the Island of Jersey as regards any matter or
claim relating to this Agreement.

      


      
        	
                18. 

              	
                Interpretation
      and Construction

              


      

      


      
        	
                18.1

              	
                In
      this Agreement, unless the context otherwise requires, the following
      expressions shall have the following
meanings:

              


      

      


      
        	
                 
      

              	
                “Abort
    Fee”

              	
                Shall
      have the meaning as given in Appendix
II

              


      

      


      
        	
                 
      

              	
                “Associate”

              	
                means
      in relation to a company, any company which is a subsidiary or a holding
      company of that company or a subsidiary of any such holding company and
      any individual, partnership or other incorporated association or firm
      which has direct or indirect control of that company and any company which
      is directly or indirectly controlled by any such individual, partnership
      or other incorporated association or firm, and in relation to an
      individual, partnership or other unincorporated association, means any
      company directly or indirectly controlled by that individual, partnership
      or other association;

              


      

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                “Directors”

              	
                means
      the Directors of the Company for the time being and includes where
      applicable any alternate directors;

              


      

      


      
        	
                 
      

              	
                “Proper
      Instructions”

              	
                means
      written, cabled, facsimiled or telexed instructions or instructions given
      by any other means of electronic transmission in a readable form in
      respect of any of the matters referred to in this Agreement signed or
      purported to be signed by such one or more person(s) (whose name,
      signature and office address shall have been delivered to the Registrar)
      as the Directors shall from time to time have authorised to give the
      particular class of instruction in question. In instances indicated in
      advance by the Directors, and agreed with the Registrar, the Registrar may
      also act pursuant to instructions by telephone given or purported to be
      given by designated persons and such telephonic instructions shall be
      deemed to be Proper Instructions. Where Proper Instructions are given by
      telephone, written confirmation thereof shall be sent to the Registrar as
      soon as practicable thereafter. Different persons may be authorised to
      give instructions for different purposes and such persons may also include
      officers of corporations other than the Company so authorised by the
      Directors. A certified copy of a resolution of the Directors may be
      received and accepted by the Registrar as conclusive evidence of the
      authority of any such person to act and may be considered as in full force
      and effect until receipt of written notice to the
  contrary;

              


      

      


      
        	
                 
      

              	
                “Records”

              	
                means
      all corporate records, registers, books of account, correspondence, files,
      tables, documents, discs, print outs, data and information
      systems.

              


      

      


      
        	
                18.2

              	
                In
      this Agreement, any reference to:

              


      

      


      
        	
                 
      

              	
                18.2.1

              	
                a
      Recital, Clause or a Schedule is, unless the context otherwise requires, a
      reference to a recital or clause of, or a schedule to, this Agreement and
      any reference to a sub-clause is, unless otherwise stated, a reference to
      the sub-clause of the Clause in which the reference
    appears;

              


      

      


      
        	
                 
      

              	
                18.2.2

              	
                this
      Agreement or to any agreement or document referred to in this Agreement
      shall be construed as a reference to such agreement or document as
      amended, varied, modified, supplemented, restated, novated or replaced
      from time to time;

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        	
              	
                18.2.3

              	
                any
      statute or statutory provision shall, unless the context otherwise
      requires, be construed as a reference to such statute or statutory
      provision as the same may have been or may from time to time be amended,
      modified, extended, consolidated, re-enacted or replaced and shall include
      any subordinate legislation made
thereunder;

              


      

      


      
        	
              	
                18.2.4

              	
                a
      “subsidiary”, “group” or “holding company” shall be construed in
      accordance with Article 2 of the Companies (Jersey) Law
    1991.

              


      

      


      
        	
                18.3

              	
                In
      this Agreement, except where the context otherwise requires, words
      denoting the singular include the plural and vice versa, words denoting a
      gender include every gender and references to persons include bodies
      corporate and unincorporate.

              


      

      


      
        	
                18.4

              	
                The
      Recitals and Schedule form part of this Agreement and shall have the same
      force and effect as if they were expressly set out in the body of this
      Agreement and any reference to this Agreement shall include the Recitals
      and Schedule.

              


      

      


      
        	
                18.5

              	
                Clause
      headings in this Agreement are inserted for convenience only and shall not
      affect the construction of this
Agreement.

              


      

      


      
        	
                18.6

              	
                This
      Agreement shall prevail over the Company’s standard terms and conditions
      (if any).

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      IN
WITNESS whereof this Agreement has been entered into the day and year first
above written.

      


      
        
          	
                  SIGNED
      by

                   

                  for
      and on behalf of

                  Medgenics,
      Inc.

                	
                  )

                  ) /s/Andrew
      L. Pearlman

                  )

                  )

                
	 
      	 
      
	
                  SIGNED
      by

                   

                  for
      and on behalf of

                  Capita
      Registrars (Jersey) Limited

                	
                  )

                  )
      

                  )/s/
      [Illegible]

                  )/s/
      [Illegible]

                


        

      

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Appendix 1 - Registration
Services

      


      The
Registrar will in Jersey keep the Offshore Register and where applicable
registers of loan stock and debenture holders.

      


      In
addition The Registrar will in the Island of Jersey or through its Transfer
Agent in the United Kingdom as appropriate: -

      


      
        	
                1.

              	
                Receive
      and register (within the time limits set down by the rules of the London
      Stock Exchange plc) transfers, probates, powers of attorney, changes of
      address, and all similar documents normally needed to maintain the
      Offshore Registers in accordance with the laws of Jersey, (to the extent
      applicable) the CREST Regulations and the applicable provisions of the US
      Securities Act 1933 (as amended) (the “Act”) and the applicable Rules made
      thereunder, including (without limitation) Regulation S and, in particular
      in relation to Shares that shall from time to time be restricted
      securities under the Act, to apply procedures in relation to the Company’s
      Regulation S restricted Shares from time to time agreed and approved by
      the Company (such agreement and approval not to be unreasonably withheld
      or delayed).

              


      

      


      
        	
                2.

              	
                Maintain
      and update the Offshore Registers and where applicable registers of loan
      stock and debenture holders.

              


      

      


      
        	
                3.

              	
                Maintain
      and update dividend and interest payment
  instructions.

              


      

      


      
        	
                4

              	
                Prepare
      and despatch dividend and interest warrants for up to two dividends per
      year per class of share or stock and reconcile the respective bank
      accounts.

              


      

      


      
        	
                5.

              	
                Prepare,
      seal and issue new shares or stock certificates and issue duplicate
      certificates in place of certificates alleged to be lost, destroyed or
      mutilated, following

              


      

      


      
        	
                 
      

              	
                5.1

              	
                the
      return of any mutilated certificate;
or

              


      

      


      
        	
                 
      

              	
                5.2

              	
                requiring
      such evidence as the Registrar or Transfer Agent shall deem necessary of
      the loss or destruction of certificates and an indemnity countersigned by
      a bank or insurance company in respect thereof;
  or

              


      

      


      
        	
                 
      

              	
                5.3

              	
                if
      such evidence and indemnity is not offered then the Registrar or Transfer
      Agent will submit any such request for duplicate certificates to the
      Company.

              


      

      


      
        	
                6.

              	
                Provide
      an internal audit and submit audit reports on transfers and new
      certificates.

              


      

      


      
        	
                7.

              	
                Ensure
      that the Register of Members shall be operated in such a way as to enable
      the holding and transfer of shares in uncertificated
  form.

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        	
                8.

              	
                Facilitate
      the provision of a secure computer link to the Company or any designated
      person to facilitate the viewing of the Register of Members. An additional
      fee is chargeable for this service.

              


      

      


      
        	
                9.

              	
                Prepare
      and despatch name and address labels as the Company may require for the
      despatch of the annual Report and Accounts and the Interim
      Statement.

              


      

      


      Additional
name and address labels will be provided as and when required by the Company at
a fee agreed between the Registrar and the Company.

      


      
        	
                10.

              	
                Deal
      with all correspondence and enquiries relating to the Register of Members
      including, but not limited to, holding the Register of Members open for
      inspection at the Registered Office of the Company and prepare such lists
      and extracts of the Register of Members as are required to be or are
      customarily produced under the Law.

              


      

      


      
        	
                11.

              	
                Receive,
      check, evaluate and report on forms of proxy for the Company’s Annual
      General Meeting.

              


      

      


      
        	
                12.

              	
                Take
      all such precautions as are usual and reasonable for the purpose of
      ascertaining the genuineness of all transfers, certificates, warrants for
      dividends or other documents or instruments in connection with any of the
      Company’s registers or with any
dividends.

              


      

      


      
        	
                13.

              	
                Maintain
      in force an insurance policy to cover any claim, which may arise by reason
      of any forged transfer, certificate, warrant for dividend or other
      document or instrument in connection with the aforementioned
      matters.

              


      

      


      
        	
                14.

              	
                Undertake
      such additional duties on such terms and conditions as may be agreed with
      the Company.

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      Appendix 2 – Initial Fee
Structure

      


      
        	
                Set
      up fee

              	
                £2,000
      one off payment.

              
	 
      	 
      
	
                Annual
      Maintenance Fee

              	
                £2.00
      per shareholder account per annum

              


      

      


      The above
Annual Maintenance fees are subject to an annual minimum charge of
£4,500

      


      Transfers

      


      
        	
                Intra
      CREST

              	
                £0.20

              	
                Per
      transfer

              
	 
      	 
      	 
      
	
                Stock
      Deposit / Withdrawal

              	
                £0.75

              	
                Per
      transfer

              
	 
      	 
      	 
      
	
                Off
      Market Transfer

              	
                £0.75

              	
                Per
      transfer

              
	 
      	 
      	 
      
	
                Transfers
      utilising Representation Letters

              	
                £15.00

              	
                Per
      transfer

              


      

      


      In
the event that transfers involving representation letters do not exceed 60 per
quarter a fixed fee of £500 will be charged on a quarterly basis. Over &
above 60 transfers the charging will revert to the fee structure stipulated
above.

      


      
        	
                Maintenance
      of the register in

              	 
      	 
      
	
                Jersey
      and for the provision

              	
                :

              	
                £1,500
      per annum

              
	
                of
      a UK transfer agent.

              	 
      	 
      
	 
      	 
      	 
      
	
                Generic
      Web Portal access

              	
                :

              	
                £500
      per annum

              


      

      


      Abort
Fee

      


      In the
event that either:

      


      
        	
              	
                (a)

              	
                the
      Company’s securities are not admitted to the AIM market of the London
      Stock Exchange within three months of the date of this Agreement;
      or

              


      

      
        	
              	
                (b)

              	
                this
      Agreement is terminated for whatever reason prior to the Commencement
      Date,

              


      

      


      then the
Company shall pay an abort fee of £750 plus VAT and Disbursements incurred up to
the date of termination of this Agreement (the “Abort Fee”) to Capita
Registrars (Jersey) Limited.

      


      Disbursements

      


      Capita
IRG (offshore) Limited would seek to recover all reasonable disbursement costs
incurred as a result of the proper execution of our duties. These costs would
include, but would not be restricted to, postage, printing, telephone, fax,
stationery, Syntegra and CREST transaction costs.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      Storage
would be charged at the rate of £150.00 per year.

      


      Forged
Transfer Insurance will be charged at the rate of £0.05 per shareholder account
subject to an annual minimum charge of £280.00 and a maximum level of cover of
£5,000,000.

      


      Listings
/ Reports / Register Extracts

      


      Listings,
labels and analyses, in addition to those mentioned under the basic service,
will be charged at our current rates. These are presently 3p per account/label
printed out, with a minimum charge of £80.

      


      Register
extracts produced on diskette would be charged at 3p per account extracted with
a minimum charge of £80.

      


      Additional
Services

      


      We are
able to offer a range of supplementary services including register analysis,
nominee account analysis, Section 793 register maintenance, share scheme
administration services and savings plan administration services. Our fees for
these services are;

      


      £7.00 for
each S793/808 letter despatched.

      


      Our Fund
Manager Analysis for up to 200 accounts reported on costs £350.00 per
report.

      


      Remote
Computer Access

      


      We would
charge a fee of £1,200 per annum for a web based access to your registrar via
our corporate portal. This fee does include any reports or listings you may
choose to process over the link.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      Appendix 3 – procedures to be applied
by the Registrar

      in relation to Shares
subject to Regulation S restrictions

      


      Transfers
in the Company’s securities are restricted under US federal securities laws
until such times as the Company advises otherwise.

      


      The
following rules and procedures for transfers of the Company’s shares apply until
further notice from the Company.

      


      Documentation
Required.

      A
transfer can be processed only if all of the documentation below is submitted
and correctly completed.


      
        
          
            
              
                	 	 
	
                        Share
      Certificate(s)

                      	
                        Check
      As

                        Applicable

                      
	
                        Received

                      	
                         ̈

                      
	
                        Stock
      Transfer Form

                      	 
      
	
                        Duly
      Completed

                      	
                         ̈

                      
	
                        Seller
      Certification

                      	 
      
	
                        Additional
      documentation will be required, depending on which box is ticked. Only one
      lettered box may be checked.

                      	 
      
	 
      	 
      
	
                        IF
      MORE THAN ONE LETTERED BOX IS CHECKED, REJECT TRADE.

                      	 
      
	 
      	 
      
	
                        Box
      (a) - No Additional Documentation Required

                      	
                         ̈

                      
	 
      	 
      
	
                        Box
      (b) - Requires Purchaser Certification.

                      	
                         ̈

                      
	
                        Check
      Purchaser Certification that A(i) is checked.

                      	 
      
	 
      	 
      
	
                        Box
      (c) — Requires Purchaser Certification.

                      	
                         ̈

                      
	
                        Check
      Purchaser Certification that A(iii) is checked.

                      	 
      
	 
      	 
      
	
                        Box
      (d) - Requires Purchaser Certification and Opinion of Holder’s
      Counsel

                      	
                         ̈

                      
	
                        NOTIFY
      THE COMPANY

                      	
                         

                      
	
                        Check
      Purchaser Certification that A(ii) is checked.

                      	 
      
	 
      	 
      
	
                        IF
      BOX (d) IS CHECKED TRANSFER SHOULD NOT BE COMPLETED WITHOUT APPROVAL OF
      COMPANY

                      	 
      
	 
      	 
      
	
                        Additionally:

                      	 
      
	
                        ·    One
      of Box (e) or Box (f) on Sellers Certification must be
    checked

                      	
                         ̈

                      


              

            

          

        

      

       

      
        	
                ·    If
      Purchaser Certification is required, then C(i) or C(ii) must be
      checked

              	 
      


      

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      Transfer
set is complete:


      
        	
                 
      

              	
                -

              	
                Box
      (a), Box (b) or Box (c) — Complete
      Transfer

              


      

      
        	
                 
      

              	
                -

              	
                Box
      (d) — send to the Company for
approval:

              


      

      
        	
                 
      

              	
                -

              	
                Arrange
      for the documents to be scanned in as a
PDF

              


      

      
        	
                 
      

              	
                -

              	
                Forward
      the PDF to xxxxx at the Company, or, if not available for approval
      xxxxxx

              


      

      
        	
                 
      

              	
                -

              	
                On
      receipt of accept or rejection instructions from the Company, either
      process the transfer or reject back to
broker.

              


      

      


      Transfer
set NOT complete:

      
        	
                 
      

              	
                -

              	
                Reject
      back to the broker with covering letter stating what is
      required.

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      SELLER
(HOLDER) CERTIFICATION

      Capita
Registrars (Jersey) Limited

      Victoria
Chambers

      Liberation
Square

      1/3, The
Esplanade

      St
Hellier

      Jersey
JE2 3QA

      


      [DATE]

      


      Dear
Sirs

      


      Seller (Holder)
Certification

      


      We refer
to the                         
(insert number) shares
of common stock, of par value of US $0.0001 each, represented by certificate
number(s)                                ,
in Medgenics, Inc. (the “Shares”) currently held for
the account or benefit of the undersigned.

      


      We intend
to transfer the Shares and understand that the Shares have not been registered
under the US Securities Act of 1933, as amended (the “Securities Act”) and may not
be offered, sold, pledged or otherwise transferred except if such transfer is
effected: (i) in a transaction meeting the requirements of Regulation S under
the Securities Act (“Regulation
S”); (ii) pursuant to an effective registration statement under the
Securities Act; or (iii) pursuant to an available exemption from the
registration requirements of the Securities Act, in each case in accordance with
all applicable securities laws.

      


      Accordingly,
in connection with any transfer of these Shares, the undersigned holder
certifies that (check
one):

      


      
        	
                 ̈

              	
                (a)

              	
                These
      Shares are being transferred to the
Company.

              


      

      


      
        	
                 ̈

              	
                (b)

              	
                (i)
      These Shares are being transferred in an offshore transaction not subject
      to the registration requirements of the Securities Act, by virtue of
      Regulation S thereunder; (ii) the offer of the Shares was not made to a US
      Person as defined in Regulation S (attached hereto in Schedule A) (iii) (A) at the
      time the buy order was originated, the transferee was outside the United
      States or the holder and any person acting on its behalf reasonably
      believed that the transferee was outside the United States or (B) the
      transaction is executed in, on or through the facilities of the AIM Market
      operated by London Stock Exchange plc, and neither the holder nor any
      person acting on its behalf knows that the transaction has been
      pre-arranged with a buyer in the United States; (iv) no directed selling
      efforts (as defined in Regulation S) have been made in contravention of
      the requirements of Regulation S; (v) the transaction is not part of a
      plan or scheme to evade the registration requirements of the Securities
      Act; (vi) if applicable, in the case of a transfer by a holder who is a
      dealer or a person receiving a selling concession, fee or other
      remuneration in connection with such transfer, such holder has complied
      with the additional conditions set forth in Rule 904(b) of Regulation S;
      and (vii) the holder (A) is not the Company or a distributor within the
      meaning of Regulation S or an affiliate of the Company or a distributor or
      (B), if it is the Company or a distributor or an affiliate of the Company
      or a distributor, has complied with all additional requirements imposed by
      Rule 903 of Regulation S;

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        	
                 ̈

              	
                (c)

              	
                (i)
      These Shares are being transferred pursuant to an exemption from
      registration under the Securities Act provided by Rule 144A; (ii) the
      transferee is a qualified institutional buyer (as defined under Rule 144A)
      or the holder reasonably believes the transferee is a qualified
      institutional buyer (as defined under Rule 144A); (iii) the holder has
      taken reasonable steps to inform the transferee that they are relying on
      Rule 144A; and (iv) the holder is not the
  Company.

              


      

      


      
        	
                 ̈

              	
                (d)

              	
                These
      Shares are being transferred pursuant to an exemption from registration
      under the Securities Act and in accordance with applicable US securities
      laws and in relation to which the holder has furnished to the Company an
      opinion to such effect from counsel of recognized standing in form and
      substance satisfactory to the Company prior to such offer, sale, pledge or
      transfer.

              


      

      


      In
addition, in connection with any transfer of these Shares or, the undersigned
holder certifies that (check
one):

      


      
        	
                 ̈

              	
                (e)

              	
                it
      is not the Company or a distributor within the meaning of Regulation S or
      an affiliate (as defined under the Securities Act) of the Company or a
      distributor; or

              


      

      


      
        	
                 ̈

              	
                (g)

              	
                it
      is the Company or a distributor or an affiliate of the Company or a
      distributor, has complied with all additional requirements imposed by Rule
      903 of Regulation S, including procuring a written declaration from the
      transferee stating, among other things, that (i) the transaction is being
      conducted under a valid exemption from registration under the Securities
      Act; (ii) the transferee is not a US Person within the meaning of
      Regulation S (or the transferee is a US Person purchasing in a transaction
      exempt from registration under the Securities Act); (iii) the transferee
      agrees to be bound by the provision of Regulation S regarding resales and
      hedging activities; and (iv) the holder is holding the Shares in the form
      of a restricted affiliate share
certificate.

              


      

      


      The
Transfer Agent shall not be obligated to register the Shares in the name of any
person other than the holder thereof unless and until the conditions to any such
transfer of registration set forth herein and on the face hereof shall have been
satisfied.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        	 
      	
                By:

              
	 
      	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

      


      Terms
used in this certificate have the meanings set forth in Regulation S. The
transferee and the Issuer are entitled to rely upon this certification and are
irrevocably authorized to produce this certification or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      Schedule
A

      


      “US Person”
means:

      


      
        	
                (i)

              	
                any
      natural person resident in the United
States;

              


      

      
        	
                (ii)

              	
                any
      partnership or corporation organized or incorporated under the laws of the
      United States;

              


      

      
        	
                (iii)

              	
                any
      estate of which any executor or administrator is a United States
      person;

              


      

      
        	
                (iv)

              	
                any
      trust of which any trustee is a United States
  person;

              


      

      
        	
                (v)

              	
                any
      agency or branch of a foreign entity located in the United
      States;

              


      

      
        	
                (vi)

              	
                any
      non-discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary for the benefit or account of a
      United States person;

              


      

      
        	
                (vii)

              	
                any
      discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary organized, incorporated, or (if an
      individual) resident in the United States;
and

              


      

      
        	
                (viii)

              	
                any
      partnership or corporation if:

              


      

      
        	
                 
      

              	
                (A)

              	
                organized
      or incorporated under the laws of any foreign jurisdiction;
      and

              


      

      
        	
                 
      

              	
                (B)

              	
                formed
      by a United States person principally for the purpose of investing in
      securities not registered under the Securities Act, unless it is organized
      or incorporated, and owned, by accredited investors (as defined in Rule
      501(a)) who are not natural persons, estates or
  trusts.

              


      

      


      The
following are not “US Persons”:

      


      
        	
                (i)

              	
                any
      discretionary account or similar account (other than an estate or trust)
      held for the benefit or account of a non-United States person by a dealer
      or other professional fiduciary organized, incorporated, or (if an
      individual) resident in the United
States;

              


      

      
        	
                (ii)

              	
                any
      estate of which any professional fiduciary acting as executor or
      administrator is a United States person
if:

              


      

      
        	
                 
      

              	
                (A)

              	
                an
      executor or administrator of the estate who is not a United States person
      has sole or shared investment discretion with respect to the assets of the
      estate; and

              


      

      
        	
                 
      

              	
                (B)

              	
                the
      estate is governed by foreign law;

              


      

      
        	
                (iii)

              	
                any
      trust of which any professional fiduciary acting as trustee is a United
      States person, if a trustee who is not a United States person has sole or
      shared investment discretion with respect to the trust assets, and no
      beneficiary of the trust (and no settlor if the trust is revocable) is a
      United States person;

              


      

      
        	
                (iv)

              	
                an
      employee benefit plan established and administered in accordance with the
      law of a country other than the United States and customary practices and
      documentation of such country;

              


      

      

        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

       

      
        
          	
                  (v)

                	
                  any
      agency or branch of a United States person located outside the United
      States if:

                


        

        
          	
                   
      

                	
                  (A)

                	
                  the
      agency or branch operates for valid business reasons;
  and

                


        

      

      
        	
                 
      

              	
                (B)

              	
                the
      agency or branch is engaged in the business of insurance or banking and is
      subject to substantive insurance or banking regulation, respectively, in
      the jurisdiction where located; and

              


      

      
        	
                (vi)

              	
                the
      International Monetary Fund, the International Bank for Reconstruction and
      Development, the Inter-American Development Bank, the Asian Development
      Bank, the African Development Bank, the United Nations, and their
      agencies, affiliates and pension plans, and any other similar
      international organizations, their agencies, affiliates and pension
      plans.

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      PURCHASER
(TRANSFEREE) CERTIFICATION

      


      Capita
Registrars (Jersey) Limited

      Victoria
Chambers

      Liberation
Square

      1/3, The
Esplanade

      St
Helier

      Jersey
JE2 3QA

      


      [DATE]

      


      Dear
Sirs

      


      Purchaser (Transferee)
Certification

      


      We refer
to the purchase of                           
(insert number) shares
of common stock, of par value of US $0.0001 each, represented by certificate
number(s)                                
in Medgenics, Inc. (the “Shares”) by the
undersigned.

      


      We intend
to purchase the Shares and understand that the Shares have not been registered
under the US Securities Act of 1933, as amended (the “Securities Act”) and may not
be offered, sold, pledged or otherwise transferred except if such transfer is
effected: (i) in a transaction meeting the requirements of Regulation S under
the Securities Act; (ii) pursuant to an effective registration statement under
the Securities Act; or (iii) pursuant to an available exemption from the
registration requirements of the Securities Act, in each case in accordance with
all applicable securities laws.

      


      Accordingly,
for the purpose of ensuring compliance with the provisions of the Securities
Act, we hereby certify and agree as set forth below. The term “US Person” used
in this letter is defined in Schedule A attached
hereto.

      


      
        	
                (A)

              	
                We
      certify that (check
      one):

              


      

      


      
        	
                 ̈

              	
                (i)
      we are not a US Person within the meaning of Regulation S under the
      Securities Act and we are not acquiring the Shares for the account or
      benefit of any US Person and we are acquiring the Shares in compliance
      with the requirements of Regulation S under the Securities
      Act;

              


      

      


      
        	
                 ̈

              	
                (ii)
      we are a US Person within the meaning of Regulation S under the Securities
      Act who is purchasing these Shares pursuant to an exemption from
      registration under the Securities but in accordance with applicable US
      securities laws and in relation to which the holder has furnished to the
      Company an opinion to such effect from counsel of recognized standing in
      form and substance satisfactory to the Company prior to such offer, sale,
      pledge or transfer; or

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


      
        	
                 ̈

              	
                (iii)
      we are a US Person within the meaning of Regulation S under the Securities
      Act and a qualified institutional buyer (as defined under Rule 144A of the
      Securities Act) who is purchasing these Shares pursuant to an exemption
      from registration under the Securities Act provided by Rule 144A; and

              


      

      


      
        	
                (B)

              	
                We
      agree (i) to resell the Shares only in accordance with the provisions of
      Regulation S under the Securities Act, pursuant to registration under the
      Securities Act, or pursuant to an available exemption from registration,
      and (ii) not to engage in hedging transactions, directly or indirectly,
      with regard to the Shares unless in compliance with the Securities Act;
      and

              


      

      


      
        	
                (C) 

              	
                In
      addition, in connection with any subsequent transfer of these Shares, the
      undersigned transferee certifies that (check
one):

              


      

      


      
        	
                 
      

              	
                 ̈

              	
                (i)

              	
                it
      is not the Company or a distributor within the meaning of Regulation S or
      an affiliate (as defined under the Securities Act) of the Company or a
      distributor; or

              


      

      


      
        	
                 
      

              	
                 ̈

              	
                (ii)

              	
                (a)
      it is the Company or a distributor or an affiliate of the Company or a
      distributor; (b) it will comply with all requirements imposed by Rule 903
      of Regulation S in any resales of the Shares, including procuring a
      written declaration from the transferee stating, among other things, that
      (x) the transaction is being conducted under a valid exemption from
      registration under the Securities Act; (y) the transferee is not a US
      Person within the meaning of Regulation S (or the transferee is a US
      Person purchasing in a transaction exempt from registration under the
      Securities Act); (z) the transferee agrees to be bound by the provision of
      Regulation S regarding resales and hedging activities; and (d) it will
      hold the Shares in the form of a restricted affiliate share
      certificate.

              


      

      


      
        	 
      	
                By:

              
	 
      	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      Schedule
A

      


      “US Person”
means:

      


      
        	
                (i)

              	
                any
      natural person resident in the United
States;

              


      

      
        	
                (ii)

              	
                any
      partnership or corporation organized or incorporated under the laws of the
      United States;

              


      

      
        	
                (iii)

              	
                any
      estate of which any executor or administrator is a United States
      person;

              


      

      
        	
                (iv)

              	
                any
      trust of which any trustee is a United States
  person;

              


      

      
        	
                (v)

              	
                any
      agency or branch of a foreign entity located in the United
      States;

              


      

      
        	
                (vi)

              	
                any
      non-discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary for the benefit or account of a
      United States person;

              


      

      
        	
                (vii)

              	
                any
      discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary organized, incorporated, or (if an
      individual) resident in the United States;
and

              


      

      
        	
                (viii)

              	
                any
      partnership or corporation if:

              


      

      
        	
                 
      

              	
                (A)

              	
                organized
      or incorporated under the laws of any foreign jurisdiction;
      and

              


      

      
        	
                 
      

              	
                (B)

              	
                formed
      by a United States person principally for the purpose of investing in
      securities not registered under the Securities Act, unless it is organized
      or incorporated, and owned, by accredited investors (as defined in Rule
      501(a)) who are not natural persons, estates or
  trusts.

              


      

      


      The
following are not “US Persons”:

      


      
        	
                (i)

              	
                any
      discretionary account or similar account (other than an estate or trust)
      held for the benefit or account of a non-United States person by a dealer
      or other professional fiduciary organized, incorporated, or (if an
      individual) resident in the United
States;

              


      

      
        	
                (ii)

              	
                any
      estate of which any professional fiduciary acting as executor or
      administrator is a United States person
if:

              


      

      
        	
                 
      

              	
                (A)

              	
                an
      executor or administrator of the estate who is not a United States person
      has sole or shared investment discretion with respect to the assets of the
      estate; and

              


      

      
        	
                 
      

              	
                (B)

              	
                the
      estate is governed by foreign law;

              


      

      
        	
                (iii)

              	
                any
      trust of which any professional fiduciary acting as trustee is a United
      States person, if a trustee who is not a United States person has sole or
      shared investment discretion with respect to the trust assets, and no
      beneficiary of the trust (and no settlor if the trust is revocable) is a
      United States person;

              


      

      
        	
                (iv)

              	
                an
      employee benefit plan established and administered in accordance with the
      law of a country other than the United States and customary practices and
      documentation of such country;

              


      

      

        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

       

      
        	
                (v)

              	
                any
      agency or branch of a United States person located outside the United
      States if:

              


        
          	
                   
      

                	
                  (A)

                	
                  the
      agency or branch operates for valid business reasons;
  and

                


        

      

      
        	
                 
      

              	
                (B)

              	
                the
      agency or branch is engaged in the business of insurance or banking and is
      subject to substantive insurance or banking regulation, respectively, in
      the jurisdiction where located; and

              


      

      
        	
                (vi)

              	
                the
      International Monetary Fund, the International Bank for Reconstruction and
      Development, the Inter-American Development Bank, the Asian Development
      Bank, the African Development Bank, the United Nations, and their
      agencies, affiliates and pension plans, and any other similar
      international organizations, their agencies, affiliates and pension
      plans.