Exhibit 10.5


 







Registration
Rights Agreement


 


By
and Among


 


Medgenics,
Inc.


 


And


 


Investors
Signatory Hereto


 


June
18, 2012


 



    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE 1	 	Definitions	 	1
	 	 	 	 	 
	ARTICLE 2	 	Registration Rights	 	3
	 	 	 	 	 
	2.1	 	Current Public Information	 	3
	2.2	 	Registration.	 	3
	2.3	 	Piggyback Registration.	 	5
	2.4	 	Underwriting; Holdback Agreements.	 	7
	2.5	 	Registration Procedures	 	7
	2.6	 	Conditions Precedent to Company’s Obligations Pursuant to this Agreement	 	9
	2.7	 	Fees and Expenses	 	10
	2.8	 	Indemnification.	 	10
	2.9	 	Participation in Registrations.	 	13
	2.10	 	Compliance	 	13
	 	 	 	 	 
	ARTICLE 3	 	Transfers of Certain Rights	 	13
	 	 	 	 	 
	3.1	 	Transfer	 	13
	3.2	 	Transferees	 	13
	3.3	 	Subsequent Transferees	 	13
	 	 	 	 	 
	ARTICLE 4	 	Miscellaneous	 	14
	 	 	 	 	 
	4.1	 	Recapitalizations, Exchanges, etc	 	14
	4.2	 	No Inconsistent Agreements	 	14
	4.3	 	Amendments and Waivers	 	14
	4.4	 	Severability	 	14
	4.5	 	Counterparts	 	14
	4.6	 	Notices	 	14
	4.7	 	Governing Law	 	14
	4.8	 	Forum; Service of Process	 	15
	4.9	 	Captions	 	15
	4.10	 	No Prejudice	 	15
	4.11	 	Words in Singular and Plural Form	 	15
	4.12	 	Successors and Assigns, Third Party Beneficiaries	 	15
	4.13	 	Entire Agreement	 	15
	4.14	 	Attorneys’ Fees	 	15
	4.15	 	Termination of Rights	 	15
	4.16	 	Omnibus Signature Page	 	15


 



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REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT, dated as of June 18, 2012 (the “Agreement”), is entered into by and among MEDGENICS, INC.,
a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached hereto and signatory
hereto (individually an “Investor” and collectively the “Investors”).


 


Recitals:


 


A.           The
Investors desire to purchase from the Company, and the Company desires to issue and sell to the investors, certain units with each
units (the “Units”) with each Unit consisting of one share of common stock, $0.0001 par value per share,
of the Company (the “Common Stock”), and a warrant to purchase 0.75 of one share of Common Stock (the
“Warrants”), all upon terms set forth in the Subscription Agreement entered into by each Investor and
the Company (collectively, the “Subscription Agreement”).


 


B.           It
is a condition precedent to the consummation of the transactions contemplated by the Subscription Agreement that the Company provide
for the rights set forth in this Agreement; and


 


C.           Certain
terms used in this Agreement are defined in Article 1 hereof.


 


Agreement


 


NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants and agreements hereinafter contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto
hereby agree as follows:


 


ARTICLE
1

Definitions


 


“Affiliate”
means any Person that directly or indirectly controls, or is under control with, or is controlled by such Person. As used in this
definition, “control” (including with its correlative meanings, “controlled by” and “under common
control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of a Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).


 


“Business
Day” means any day excluding Saturday, Sunday or any other day which is a legal holiday under the laws of the State
of New York or is a day on which banking institutions therein located are authorized or required by law or other governmental action
to close.


 


“Closing
Date” has the meaning ascribed to such term in the Subscription Agreement.


 


“Common
Stock” means the common stock, par value $0.0001 per share, of the Company.


 


“Company”
has the meaning set forth in the preamble.


 


“Designated
Holders” means the Investors and the Placement Agent and any qualifying transferees of the Investors or the Placement
Agent under Section 3.1 hereof who hold Registrable Securities.


 



    	 



    	 



    

 


“Effectiveness
Deadline” has the meaning set forth in Section 2.2(c).


 


“Effectiveness
Period” has the meaning set forth in Section 2.2(a).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder.


 


“Filing
Deadline” means the date which is 30 days following the final Closing Date.


 


“Indemnified
Party” has the meaning set forth in Section 2.8.


 


“Losses”
has the meaning set forth in Section  2.8.


 


“Majority
Holders” means those Designated Holders holding a majority of the Registrable Securities.


 


“Person”
means any individual, company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization,
governmental body or other entity.


 


“Piggyback
Registration” has the meaning set forth in Section 2.3.


 


“Placement
Agent” means Maxim Group LLC.


 


“Investors”
has the meaning set forth in the preamble.


 


“Purchase
Price” has the meaning ascribed to such term in the Subscription Agreement.


 


“Registrable
Securities” means, subject to the immediately following sentences, (i) shares of Common Stock included in the
Units acquired by the Investors from the Company pursuant to the Subscription Agreement, (ii) the shares of Common Stock issuable
upon exercise of the Warrants, (iii) the shares of Common Stock issuable upon exercise of the Warrants issued to the Placement
Agent in connection with the offering of the Units, and (iv) any shares of Common Stock issued or issuable, directly or indirectly,
with respect to the securities referred to in clauses (i), (ii) or (iii) by way of stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or other reorganization. In addition, any particular shares
of Common Stock constituting Registrable Securities will cease to be Registrable Securities when they (w) have been effectively
registered under the Securities Act and disposed of in accordance with a Registration Statement covering them, (x) have been sold
to the public pursuant to Rule 144 (or by similar provision under the Securities Act), (y) are eligible for resale under Rule 144
(or by similar provision under the Securities Act) without any limitation on the amount of securities that may be sold under paragraph
(d) thereof, or (z) are otherwise transferred and such securities may be resold without subsequent registration under the Securities
Act.


 


“Registration
Statement” means a registration statement on Form S-3 (or, if the Company is not eligible to use Form S-3, such other
appropriate registration form of the SEC pursuant to which the Company is eligible to register the resale of Registrable Securities)
filed by the Company under the Securities Act which covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the prospectus, amendments and supplements to such registration statement, including post-effective amendments,
all exhibits and all material incorporated by reference in such registration statement, which shall permit the Investors to offer
and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, the Registrable Securities.


 



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“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(s) or documents by the SEC.


 


“Representatives”
has the meaning set forth in Section 2.8.


 


“Rule 144”
means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.


 


“Rule 415”
means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.


 


“SEC”
means the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities
Act.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Subscription
Agreement” has the meaning set forth in the recitals.


 


ARTICLE
2

Registration Rights


 


2.1           Current
Public Information. The Company covenants that it will use its best efforts to file all reports required to be filed by it
under the Exchange Act and the rules and regulations adopted by the SEC thereunder, and will use its reasonable best efforts to
take such further action as the Designated Holders may reasonably request, all to the extent required to enable the Designated
Holders to sell Registrable Securities pursuant to Rule 144 or Rule 144A adopted by the SEC under the Securities Act or any similar
rule or regulation hereafter adopted by the SEC. The Company shall, upon the request of a Designated Holder, deliver to such Designated
Holder a written statement as to whether it has complied with such requirements during the twelve month period immediately preceding
the date of such request.


 


2.2           Registration.


 


(a)          On
or prior to the Filing Deadline, the Company shall prepare and file with the SEC a Registration Statement covering the resale of
all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall
provide for the resale from time to time, and pursuant to any method or combination of methods legally available of any and all
Registrable Securities and the additional shares of Common Stock, if any, so to be registered by the holders thereof. The Registration
Statement may, at the Company’s election, some or all shares of Common Stock which the Company or Persons entitled to exercise
“piggy-back” registration rights pursuant to contractual commitments of the Company may elect to register in connection
with the offering of Registrable Securities. The Company shall use its reasonable best efforts to cause the Registration Statement
to be declared effective under the Securities Act as soon as possible, and shall use its reasonable best efforts to keep the Registration
Statement continuously effective, supplemented and amended to the extent necessary to ensure that is available for the resale of
all Registrable Securities by the Designated Holders and that it conforms in all material respects to the requirements of the Securities
Act during the entire period beginning on the date the Registration Statement is declared effective, if any, and ending on the
date on which all Registrable Securities have ceased to be Registrable Securities (the “Effectiveness Period”).


 



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(b)          Notwithstanding
the registration obligations set forth in this Section 2.2, in the event the SEC informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Company agrees to promptly (i) inform each of the Designated Holders thereof and use its commercially reasonable
efforts to file amendments to the Registration Statement as required by the Commission and/or (ii) withdraw the Registration Statement
and file a new registration statement (a “New Registration Statement”), in either case covering the maximum
number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register
for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or
New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC
for the registration of all of the Registrable Securities in accordance with then current written guidance provided by the SEC
(the “SEC Guidance”). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets
forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as
a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration
of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Designated Holder as to its Registrable
Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable
Securities not acquired pursuant to the Subscription Agreement (whether pursuant to registration rights or otherwise), second by
Registrable Securities represented by Designated Holders of shares of Common Stock issuable upon exercise of the Warrants (applied,
in the case that some shares of Common Stock issuable upon exercise of the Warrants may be registered, to the Designated Holders
on a pro rata basis based on the total number of unregistered shares of Common Stock issuable upon exercise of the Warrants held
by such Designated Holders) and third by Registrable Securities represented by shares of Common Stock included in the Units (applied,
in the case that some shares of Common Stock included in the Units may be registered, to the Designated Holders on a pro rata basis
based on the total number of unregistered shares of Common Stock included in the Units held by such Designated Holders, subject
to a determination by the Commission that certain Designated Holders must be reduced first based on the number of shares of Common
Stock included in the Units held by such Designated Holders). In the event the Company amends the initial Registration Statement
or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially
reasonable efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants
of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those
Registrable Securities that were not registered for resale on the initial Registration Statement, as amended, or the New Registration
Statement.


 



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(c)          If
the initial Registration Statement is not filed with the SEC on or prior to the Filing Deadline or if a Registration Statement
referenced in either Section 2.2(a) or 2.2(b) is not declared effective within 120 days following the final Closing Date (the “Effectiveness
Deadline”), then in addition to any other rights the Designated Holders may have hereunder or under applicable law:
(x) within five Business Days after the Filing Deadline or the Effectiveness Deadline, as applicable, the Company shall pay to
each Designated Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price
paid by such Designated Holder pursuant to the Subscription Agreement for any Registrable Securities held by such Designated Holder
on such date; and (y) on each 30-day anniversary (or pro rata portion thereof) following such Filing Deadline until the filing
of the initial Registration Statement or folloring such Effectiveness Deadline until such Registration Statement is declared effective,
as may be applicable, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal
to 1.0% of the aggregate purchase price paid by such Designated Holder pursuant to the Subscription Agreement for any unregistered
Registrable Securities then held by such Holder. The amounts payable pursuant to this Section 2(c) are referred to collectively
as “Liquidated Damages.” The parties agree that in no event shall the aggregate amount of Liquidated
Damages payable to a Designated Holder exceed, in the aggregate, 5.0% of the aggregate purchase price paid by such Designated Holder
pursuant to the Subscription Agreement. If the Company fails to pay any Liquidated Damages pursuant to this Section 2(c) in full
within five Business Days after the date payable, the Company will pay interest thereon at a rate of 1.5% per month (or such lesser
maximum amount that is permitted to be paid by applicable law) to the Designated Holder, accruing daily from the date such Liquidated
Damages are due until such amounts, plus all such interest thereon, are paid in full. Unless otherwise specified in Section 2(c),
the Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the
filing of the initial Registration Statement or prior to effectiveness, as the case may be. The Company shall not be liable for
Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the SEC to be included in a
Registration Statement due solely to SEC Guidance from the time that it is determined that such Registrable Securities are not
permitted to be registered. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable
Securities which are permitted in accordance with SEC Guidance to be included in such Registration Statement. 


 


(d)          The
Company may, at any time it is eligible to do so, file a post-effective amendment on Form S-3 to any Registration Statement on
Form S-1 for the resale of any then existing Registrable Securities or in any such other manner as is preferred or permitted by
the SEC to convert such Registration Statement to a Form S-3 Registration Statement. Upon the effectiveness of such Form S-3 Registration
Statement, all references to a Registration Statement in this Agreement shall then automatically be deemed to be a reference to
the Form S-3 Registration Statement. 


 


(e)          The
Company shall have the right at any time, to suspend the filing of a Registration Statement under this Section 2.2
or require that the Designated Holders of Registrable Securities suspend further open market offers and sales of Registrable Securities
pursuant to a Registration Statement filed hereunder for a period not to exceed an aggregate of 30 days in any six month period
or an aggregate of 60 days in any twelve-month period for valid business reasons (not including avoidance of their obligations
hereunder) (i) to avoid premature public disclosure of a pending corporate transaction, including pending acquisitions or divestitures
of assets, mergers and combinations and similar events; (ii) upon the occurrence of any of the events specified in Section 2.5(e),
until the time that the Designated Holders receive copies of a supplement or amendment to the prospectus included in the applicable
Registration Statement as contemplated in Section 2.5(e); and (iii) upon the occurrence of any of the events specified
in Section 2.5(i), until the time the Company notifies the Designated Holders in writing that such suspension is no
longer effective.


 


2.3           Piggyback
Registration.


 


(a)          Whenever
the Company proposes to register any of its securities under the Securities Act (other than pursuant to a registration pursuant
to Section 2.2 or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to
be used may be used for the registration of Registrable Securities, whether or not for sale for its own account, the Company will
give prompt written notice (but in no event less than 30 days before the anticipated filing date) to all Designated Holders (other
than Designated Holders all of whose Registrable Securities are then covered by an effective Registration Statement), and such
notice shall describe the proposed registration and distribution and offer to all such Designated Holders the opportunity to register
the number of Registrable Securities as each such Designated Holder may request. The Company will include in such registration
statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein within
15 days after the Designated Holders’ receipt of the Company’s notice (a “Piggyback Registration”).


 



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(b)          The
Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering
involving a Piggyback Registration to permit the Registrable Securities requested to be included in a Piggyback Registration to
be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein
and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution
thereof.


 


(c)          Any
Designated Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration
Statement pursuant to this Section 2.3 by giving written notice to the Company of its request to withdraw. The Company
may withdraw a Piggyback Registration at any time prior to the time it becomes effective.


 


(d)          If
(i) a Piggyback Registration involves an underwritten offering of the securities being registered, whether or not for sale for
the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized
standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering
shall inform the Company and Designated Holders requesting such registration by letter of its belief that the distribution of all
or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would
interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis
of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the
Company will be required to include in such registration only the amount of securities which it is so advised should be included
in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Company’s
own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which
the Company proposes to register, and (ii) second, Registrable Securities and securities which have been requested to be included
in such registration by Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments
of the Company (pro rata based on the amount of securities sought to be registered by Designated Holders and such other Persons);
and (y) in cases not initially involving the registration for sale of securities for the Company’s own account, securities
shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise
of a “demand” registration right pursuant to a contractual commitment of the Company is the basis for the registration,
(ii) second, Registrable Securities and securities which have been requested to be included in such registration by Persons
entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata
based on the amount of securities sought to be registered by Designated Holders and such other Persons), and (iii) third, the securities
which the Company proposes to register.


 


(e)          If,
as a result of the proration provisions of this Section 2.3, any Designated Holder shall not be entitled to include
all Registrable Securities in a Piggyback Registration that such Designated Holder has requested to be included, such holder may
elect to withdraw his request to include Registrable Securities in such registration.


 


(f)          The
right of the Designated Holders to register Registrable Securities pursuant to this Section 2.3 is only exercisable
with respect to Registrable Securities not then covered by an effective Registration Statement.


 



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2.4           Underwriting;
Holdback Agreements.


 


(a)          In
the event that one or more Designated Holders elect to dispose of Registrable Securities under a Registration Statement pursuant
to an underwritten offering, the managing underwriter or underwriters shall be selected by the holders of a majority (by number
of shares) of the Registrable Securities to be sold in the underwritten offering or requested to be included in such Registration
Statement and shall be reasonably acceptable to the Company. In connection with any such underwritten offering, the Company shall
take all such reasonable actions as are required by the managing underwriters in order to expedite and facilitate the registration
and disposition of the Registrable Securities, including the Company causing appropriate officers of the Company or its Affiliates
to participate in a “road show” or similar marketing effort being conducted by such managing underwriters with respect
to such underwritten offering.


 


(b)          All
Designated Holders proposing to distribute their Registrable Securities through an underwritten offering shall enter into an underwriting
agreement in customary form with the managing underwriters selected for such underwritten offering.


 


(c)          To
the extent not inconsistent with applicable law, in connection with a public offering of securities of the Company, upon the request
of the Company or, in the case of an underwritten public offering of the Company’s securities, the managing underwriters,
each Designated Holder who beneficially owns (as defined in Rule 13d-3 adopted by the SEC under the Exchange Act) at least 5% of
the outstanding capital stock of the Company will not effect any sale or distribution (other than those included in the registration
statement being filed with respect to such public offering) of, or any short sale of, or any grant of option to purchase, or any
hedging or similar transaction with respect to, any securities of the Company, or any securities, options or rights convertible
into or exchangeable or exercisable for such securities during the 14 days prior to and the 90-day period beginning on the effective
date of such public offering, unless the Company, or in the case of an underwritten public offering, the managing underwriters
otherwise agree to a shorter period of time. At the request of the Company or the managing underwriters, each such Designated Holder
shall execute a customary “lock-up” agreement consistent with the provisions of this Section 2.4; provided,
however, that no Designated Holder shall be required to enter into any such “lock up” agreement unless and until all
of the Company’s executive officers and directors execute substantially similar “lock up” agreements and the
Company uses commercially reasonable efforts to cause each holder of more than 5% of its outstanding capital stock to execute substantially
similar “lock up” agreements. Neither the Company nor the underwriter shall terminate, materially amend or waive the
enforcement of any material provision under a “lock up” agreement unless each “lock up” agreement with
a Designated Holder is also amended or waived in a similar manner or terminated, as the case may be. The Company may impose stop-transfer
instructions to enforce the restrictions imposed by this Section 2.4.


 


2.5           Registration
Procedures. The Company will use its reasonable best efforts to effect the registration of Registrable Securities pursuant
to this Agreement in accordance with the intended methods of disposition thereof, and pursuant thereto the Company will use its
reasonable best efforts to:


 


(a)          before
filing the Registration Statement, the Company will furnish to counsel for the Placement Agent a copy of such Registration Statement,
and will provide such counsel with all written correspondence with the SEC regarding the Registration Statement;


 


(b)          if
the Registration Statement is declared effective, 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 periods provided for in Section 2.2, or the periods contemplated by the Company or the Persons requesting any Registration
Statement filed pursuant to Section 2.3;


 



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(c)          furnish
to each Designated Holder selling such Registrable Securities such number of copies of such Registration Statement, each amendment
and supplement thereto, the prospectus included in the Registration Statement (including each preliminary prospectus) and such
other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned
by such Designated Holder;


 


(a)          use
its reasonable best efforts to register or qualify such Registrable Securities under such other state securities or blue sky laws
as the selling Designated Holders selling such Registrable Securities reasonably requests and do any and all other acts and things
which may be reasonably necessary or reasonably advisable to enable such Designated Holder to consummate the disposition in such
jurisdictions of the Registrable Securities owned by such Designated Holder and to keep each such registration or qualification
(or exemption therefrom) effective during the period which the Registration Statement is required to be kept effective (provided,
that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to
general service of process in any such jurisdiction);


 


(b)          notify
each Designated Holder selling such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered
under the Securities Act, of the happening of any event as a result of which the prospectus included in the Registration Statement
contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the
light of the circumstances under which they were made, and, at the request of any such Designated Holder, the Company will use
its reasonable best efforts to prepare and furnish to such Designated Holder a reasonable number of copies of a supplement or amendment
to such prospectus so that, as thereafter delivered to the Investors of such Registrable Securities, such prospectus will not contain
an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the
light of the circumstances under which they were made;


 


(c)          cause
all such Registrable Securities to be listed or quoted on each securities exchange or quotation service on which similar securities
issued by the Company are then listed or quoted and, if not so listed, to be approved for trading on any automated quotation system
of a national securities association on which similar securities of the Company are quoted;


 


(d)          provide
a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement;


 


(e)          enter
into such customary agreements (including underwriting agreements containing customary representations and warranties) and take
all other customary and appropriate actions as the holders of a majority of the Registrable Securities being sold or the managing
underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;


 


(f)          notify
each Designated Holder of any stop order issued or threatened by the SEC;


 


(g)          otherwise
comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s
first full calendar quarter after the effective date of the Registration Statement, which requirement will be deemed to be satisfied
if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise
complies with Rule 158 under the Securities Act; and


 



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(h)          in
the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending
or preventing the use of any related prospectus or suspending the qualification of any securities included in such Registration
Statement for sale in any jurisdiction, the Company will use its reasonable best efforts to promptly obtain the withdrawal of such
order;


 


(i)          with
respect to an underwritten offering pursuant to any Registration Statement filed under Section 2.3, obtain one or more
comfort letters, dated the effective date of the Registration Statement and, if required by the managing underwriters, dated the
date of the closing under the underwriting agreement, signed by the Company’s independent public accountants in customary
form and covering such matter of the type customarily covered by comfort letters in similar transactions;


 


(j)          with
respect to an underwritten offering pursuant to any Registration Statement filed under Section 2.3, obtain a legal
opinion of the Company’s outside counsel, dated the effective date of such Registration Statement and, if required by the
managing underwriters, dated the date of the closing under the underwriting agreement, with respect to the Registration Statement,
each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents
relating thereto in customary form and covering such matters of the type customarily covered by legal opinions in similar transactions;


 


(k)          subject
to execution and delivery of mutually satisfactory confidentiality agreements, make available at reasonable times for inspection
by each Designated Holder selling such Registrable Securities, any managing underwriter participating in any disposition of such
Registrable Securities pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Designated
Holder or any such managing underwriter, during normal business hours of the Company at the Company’s corporate offices and
without unreasonable disruption of the Company’s business or unreasonable expense to Company and solely for the purpose of
due diligence with respect to the Registration Statement, legally disclosable, financial and other records and pertinent corporate
documents of the Company and its subsidiaries reasonable requested by such Persons, and cause the Company’s employees to,
and request its independent accountants to, supply all similar information reasonably requested by any such Person, as shall be
reasonably necessary to enable them to exercise their due diligence responsibility; and


 


(l)          take
all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.


 


2.6           Conditions
Precedent to Company’s Obligations Pursuant to this Agreement. It shall be a condition precedent to the obligations of
the Company to take any action pursuant to this Article 2 with respect to the Registrable Securities of any Designated
Holder that such Designated Holder shall timely furnish to the Company such information regarding itself, the Registrable Securities
held by it and the intended method of distribution of such securities as shall reasonably be required to effect the registration
of such Designated Holder’s Registrable Securities.


 



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2.7           Fees
and Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement including, without
limitation, all registration and filing fees payable by the Company, fees and expenses of compliance by the Company with securities
or blue sky laws, printing expenses of the Company, messenger and delivery expenses of the Company, and fees and disbursements
of counsel for the Company and all independent certified public accountants of the Company, and other Persons retained by the Company,
the expense of any annual audit or quarterly review, and the expenses and fees for listing or approval for trading of the securities
to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated
quotation system of a national securities association on which similar securities of the Company are quoted, will be borne by the
Company. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of
counsel to the Placement Agent, including the fees and expenses related to any filing with FINRA as a result of the filing of a
Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the
sale of Registrable Securities and any of the expenses incurred by any Designated Holder which are not payable by the Company,
such costs to be borne by such Designated Holder or Holders, including, without limitation, underwriting fees, discounts and expenses,
if any, applicable to any Designated Holder’s Registrable Securities; fees and disbursements of counsel or other professionals
that any Designated Holder may choose to retain in connection with a Registration Statement filed pursuant to this Agreement (except
as otherwise provided herein); selling commissions or stock transfer taxes applicable to the Registrable Securities registered
on behalf of any Designated Holder; and any other expenses incurred by or on behalf of such Designated Holder in connection with
the offer and sale of such Designated Holder’s Registrable Securities other than expenses which the Company is expressly
obligated to pay pursuant to this Agreement.


 


2.8           Indemnification.


 


(a)          The
Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Designated Holder and its general or
limited partners, officers, directors, members, managers, employees, advisors, representatives, agents and Affiliates (collectively,
the “Representatives”), and each underwriter, if any, and any Person who controls such underwriter (within
the meaning of Section 15 of the Securities Act), from and against any loss, claim, damage, liability, reasonable attorney’s
fees, cost or expense and costs and expenses of investigating and defending any such claim (collectively, the “Losses”),
joint or several, and any action in respect thereof to which such Designated Holder or its Representatives may become subject under
the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect
thereto) arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration
Statement, prospectus or preliminary or summary prospectus or any amendment or supplement thereto or (ii) 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 the Company shall reimburse each such Designated Holder and its Representatives for any reasonable legal or any other expenses
incurred by them in connection with investigating or defending or preparing to defend against any such Loss, action or proceeding;
provided, however, that the Company shall not be liable to any such Designated Holder or other indemnitee in any such case to the
extent that any such Loss (or action or proceeding, whether commenced or threatened, in respect thereof) arises out of or is based
upon (x) an untrue statement or alleged untrue statement or omission or alleged omission, made in such Registration Statement,
any such prospectus or preliminary or summary prospectus or any amendment or supplement thereto, in reliance upon, and in conformity
with, written information prepared and furnished to the Company by any Designated Holder or its Representatives expressly for use
therein and, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus
relating to the Registration Statement, to the extent that a prospectus relating to the Registrable Securities was required to
be delivered by such Designated Holder under the Securities Act in connection with such purchase, there was not sent or given to
such Person, at or prior to the written confirmation of the sale of such Registrable Securities to such Person, a copy of the final
prospectus that corrects such untrue statement or alleged untrue statement or omission or alleged omission if the Company had previously
furnished copies thereof to such Designated Holder or (y) use of a Registration Statement or the related prospectus during a period
when a stop order has been issued in respect of such Registration Statement or any proceedings for that purpose have been initiated
or use of a prospectus when use of such prospectus has been suspended pursuant to Sections 2.5 or (i); provided that
in each case, that such Holder received prior written notice of such stop order, initiation of proceedings or suspension from the
Company. In no event, however, shall the Company be liable for indirect, incidental or consequential or special damages of any
kind.


 



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(b)          In
connection with the filing of the Registration Statement by the Company pursuant to this Agreement, the Designated Holders will
furnish to the Company in writing such information as the Company reasonably requests for use in connection with such Registration
Statement and the related prospectus and, to the fullest extent permitted by law, each such Designated Holder will indemnify and
hold harmless the Company and its Representatives, and each underwriter, if any, and any Person who controls such underwriter (within
the meaning of Section 15 of the Securities Act), from and against any Losses, severally but not jointly, and any action in respect
thereof to which the Company and its Representatives may become subject under the Securities Act or otherwise, insofar as such
Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) the
purchase or sale of Registrable Securities during a suspension as set forth in Section 2.5(e) or Section 2.5(i)
in each case after receipt of written notice of such suspension, (ii) any untrue or alleged untrue statement of a material fact
contained in the Registration Statement, prospectus or preliminary or summary prospectus or any amendment or supplement thereto,
or (iii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading, but, with respect to clauses (ii) and (iii) above, only to the extent that such untrue statement or omission
is made in such Registration Statement, any such prospectus or preliminary or summary prospectus or any amendment or supplement
thereto, in reliance upon and in conformity with written information prepared and furnished to the Company by such Designated Holder
expressly for use therein or by failure of such Designated Holder to deliver a copy of the Registration Statement or prospectus
or any amendments or supplements thereto, and such Designated Holder will reimburse the Company and each Representative for any
reasonable legal or any other expenses incurred by them in connection with investigating or defending or preparing to defend against
any such Loss, action or proceeding; provided, however, that such Designated Holder shall not be liable in any such case to the
extent that prior to the filing of any such Registration Statement or prospectus or amendment or supplement thereto, such Designated
Holder has furnished in writing to the Company information expressly for use in such Registration Statement or prospectus or any
amendment or supplement thereto which corrected or made not misleading information previously furnished to the Company. The obligation
of each Designated Holder to indemnify the Company and its Representatives shall be limited to the net proceeds received by such
Designated Holder from the sale of Registrable Securities under such Registration Statement. In no event, however, shall any Designated
Holder be liable for indirect, incidental or consequential or special damages of any kind.


 


(c)          Promptly
after receipt by any Person in respect of which indemnity may be sought pursuant to Section 2.8(a) or 2.8(b)
(an “Indemnified Party”) of notice of any claim or the commencement of any action, the Indemnified Party
shall, if a claim in respect thereof is to be made against the Person against whom such indemnity may be sought (an “Indemnifying
Party”), promptly notify the Indemnifying Party in writing of the claim or the commencement of such action; provided,
that the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have
to an Indemnified Party under Section 2.8(a) or 2.8(b) except to the extent of any actual prejudice resulting
therefrom. If any such claim or action shall be brought against an Indemnified Party, and it shall notify the Indemnifying Party
thereof, the Indemnifying Party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other
similarly notified Indemnifying Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party.
After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or action,
the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the
Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, that the Indemnified
Party shall have the right to employ separate counsel to represent the Indemnified Party and its Representatives who may be subject
to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying
Party, but the fees and expenses of such counsel shall be for the account of such Indemnified Party unless (i) the Indemnifying
Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in the written opinion of counsel
to such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential
conflicts of interest between them, it being understood, however, that the Indemnifying Party shall not, in connection with any
one such claim or action or separate but substantially similar or related claims or actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys
(together with appropriate local counsel) at any time for all Indemnified Parties. No Indemnifying Party shall, without the prior
written consent of the Indemnified Party, effect any settlement of any claim or pending or threatened proceeding in respect of
which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim
or proceeding other than the payment of monetary damages by the Indemnifying Party on behalf of the Indemnified Party. Whether
or not the defense of any claim or action is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to
any liability for any settlement made without its written consent, which consent will not be unreasonably withheld.


 



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(d)          If
the indemnification provided for in this Section 2.8 is unavailable to the Indemnified Parties in respect of any Losses
referred to herein notwithstanding that this Section 2.8 by its terms provides for indemnification in such case, then
each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Designated Holders on the other from the offering of the Registrable Securities, or if such
allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but
also the relative fault of the Company on the one hand and the Designated Holders on the other in connection with the statements
or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the Company
on the one hand and of each Designated Holder on the other shall be determined by reference to, among other things, whether any
action taken, including any untrue or alleged untrue statement of a material fact, or the omission or alleged omission to state
a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company and the Designated Holders agree that it would
not be just and equitable if contribution pursuant to this Section 2.8(d) were determined by pro rata allocation or
by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an Indemnified Party as a result of the Losses referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 2.8, no Designated Holder shall be required to contribute any amount in excess of the amount
by which the total price at which the Registrable Securities of such Designated Holder were offered to the public exceeds the amount
of any Losses which such Designated Holder has otherwise paid by reason of such untrue or alleged untrue statement or omission
or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Each Designated Holder’s
obligations to contribute pursuant to this Section 2.8 is several in the proportion that the proceeds of the offering
received by such Designated Holder bears to the total proceeds of the offering received by all the Designated Holders. The indemnification
provided by this Section 2.8 shall be a continuing right to indemnification with respect to sales of Registrable Securities
and shall survive the registration and sale of any Registrable Securities by any Designated Holder and the expiration or termination
of this Agreement. The indemnity and contribution agreements contained herein are in addition to any liability that any Indemnifying
Party might have to any Indemnified Party.


 



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2.9           Participation
in Registrations.


 


(a)          No
Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s
securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents reasonably required under the terms of such underwriting arrangements and this Agreement.


 


(b)          Each
Person that is participating in any registration under this Agreement agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 2.5(e) or Section 2.5(i) above, such Person
will forthwith discontinue the disposition of its Registrable Securities pursuant to the Registration Statement and all use of
the Registration Statement or any prospectus or related document until such Person’s receipt of the copies of a supplemented
or amended prospectus as contemplated by such Section 2.5(e) or Section 2.5(i) and, if so directed by the
Company, will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such
Designated Holder’s possession of such documents at the time of receipt of such notice. Furthermore, each Designated Holder
agrees that if such Designated Holder uses a prospectus in connection with the offering and sale of any of the Registrable Securities,
the Designated Holder will use only the latest version of such prospectus provided by Company.


 


2.10         Compliance.
With respect to any registration under this Agreement, each Designated Holder shall comply in all material respects with all applicable
securities and other laws, rules and regulations, including but not limited to all rules and regulations of the SEC, the National
Association of Securities Dealers and any securities exchange or quotation service on which the Company’s securities are
listed or quoted.


 


ARTICLE
3

Transfers of Certain Rights


 


3.1           Transfer.
The rights granted to the Investors under this Agreement may be transferred, subject to the provisions of Sections 3.2
and 3.3; provided that nothing contained herein shall be deemed to permit an assignment, transfer or disposition of the
Registrable Securities in violation of the terms and conditions of the Subscription Agreement or applicable law.


 


3.2           Transferees.
Any transferee to whom rights under this Agreement are transferred shall, before and as a condition to such transfer, deliver to
the Company a written instrument (i) stating the name and address of the transferor and the transferee and the number of Registrable
Securities with respect to which the rights are intended to be transferred, and (ii) by which such transferee agrees to be bound
by the obligations imposed upon the Investors under this Agreement to the same extent as if such transferee were a Investor hereunder.


 


3.3           Subsequent
Transferees. A transferee to whom rights are transferred pursuant to this Section 3 may not again transfer such
rights to any other Person, other than as provided in Sections 3.1 or 3.2 above.


 



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ARTICLE
4

Miscellaneous


 


4.1           Recapitalizations,
Exchanges, etc. The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the Registrable
Securities, (ii) any and all shares of Common Stock into which the Registrable Securities are converted, exchanged or substituted
in any recapitalization or other capital reorganization by the Company and (iii) any and all equity securities of the Company or
any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect
of, in conversion of, in exchange for or in substitution of, the Registrable Securities and shall be appropriately adjusted for
any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The
Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new
registration rights agreement with the Designated Holders on terms substantially the same as this Agreement as a condition of any
such transaction.


 


4.2           No
Inconsistent Agreements. The Company has not and shall not enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Investors in this Agreement. The parties acknowledge and agree that the Company may
grant registration rights hereafter, which shall be pari passu with the registration rights of the Investors, and shall not be
deemed to conflict with this covenant.


 


4.3           Amendments
and Waivers. With the written consent of the Designated Holders of at least a majority of the Registrable Securities then outstanding,
this Agreement may be amended and the obligations of the Company and the rights of the holders of the Registrable Securities under
this Agreement, including Article 2, may be waived or modified (either generally or in a particular instance, either retroactively
or prospectively and either for a specified period of time or indefinitely). 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.


 


4.4           Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.


 


4.5           Counterparts.
This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument, 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 Designated Holder execute the same counterpart, so long as identical
counterparts are executed by the Company and each Designated Holder.


 


4.6           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 at 555 California
Street, Suite 365, San Francisco, California 94104, Attn: Chief Operating Officer, (ii) in the case of any Designated 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 Designated 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.


 


4.7           Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard
to the conflicts of laws rules or provisions.


 



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4.8           Forum;
Service of Process. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated
hereby may be instituted in the federal courts of the United States or the courts of the State of New York in each case located
in the City of New York and the County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts
in any such suit, action or proceeding. Service of process, summons, notice or other document by mail in accordance with Section
4.6 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably
and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably
waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.


 


4.9           Captions.
The captions, headings and arrangements used in this Agreement are for convenience only and do not in any way limit or amplify
the terms and provisions hereof.


 


4.10         No
Prejudice. The terms of this Agreement shall not be construed in favor of or against any party on account of its participation
in the preparation hereof.


 


4.11         Words
in Singular and Plural Form. Words used in the singular form in this Agreement shall be deemed to import the plural, and vice
versa, as the sense may require.


 


4.12         Successors
and Assigns, Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto, each assignee of the Designated Holders pursuant to Article 3 and their respective successors
and assigns and executors, administrators and heirs. Designated Holders are intended third party beneficiaries of this Agreement
and this Agreement may be enforced by such Designated Holders.


 


4.13         Entire
Agreement. This Agreement, together with the Subscription Agreement and any related exhibits and schedules thereto, constitutes
the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior and contemporaneous
discussions, agreements and understandings of any and every nature among them. Notwithstanding the foregoing, in the event of any
conflict between the terms and provisions of this Agreement and those of the Subscription Agreement, the terms and conditions of
this Agreement shall control.


 


4.14         Attorneys’
Fees. In the event of any action or suit based upon or arising out of any actual or alleged breach by any party of any representation,
warranty, covenant or agreement in this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’
fees and expenses of such action or suit from the other party in addition to any other relief ordered by any court.


 


4.15         Termination
of Rights. All rights under this Agreement will terminate as to a Designated Holder when that Designated Holders no longer
holds any Registrable Securities.


 


4.16         Omnibus
Signature Page. With respect to the Designated Holders, this Agreement is intended to be read and construed in conjunction
with the Subscription 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 Subscription 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.










 



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IN WITNESS WHEREOF,
the parties hereto have caused this Registration Rights Agreement to be duly executed as of the date and year first written above. 


 





	 	 	COMPANY:
	 	 	 
	 	 	MEDGENICS, INC.
	 	 	 	 
	 	 	By:	/s/ Andrew L. Pearlman
	 	 	 	Name:  Andrew L. Pearlman
	 	 	 	Title: Chief Executive Officer and President
	 	 	 	 
	INVESTOR:	 	 	 
	 	 	 	 
	If Entity:	 	If Individual:
	 	 	 	 
	 	 	 
	[Name of Entity]	 	[Signature]
	 	 	 	 
	By:	 	 	 
	 	Name:	 	 [Print Name]
	 	Title: 	 	 	 
	 		 	


 -OR-


 


See Signature Page to Subscription Agreement
dated as of June 18, 2012 for Investor’s Signature


 


	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT A


 


LIST OF INVESTORS


 



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