EXHIBIT
4.3

     

     

    REGISTRATION
RIGHTS AGREEMENT

     

    This REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is made
as of September 15, 2010 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 $0.0001 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;

     

    (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

     

    
      
        
        

      

      
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    (l)           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.

    


    (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.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    (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:

                            	
                              /s/
      Andrew L. Pearlman

                            	 
	 
      	 
      	
                              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 dated as of September 15, 2010
for Investor’s Signature

    __________________________________________

     

    


     

    
      
        
        

      

      
        12