Exhibit 10.2


 


FORM OF WARRANT CERTIFICATE


 


NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE
TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144
OR RULE 144A UNDER SAID ACT.


 


	 No. ________	
        THIS WARRANT WILL BE VOID IF NOT EXERCISED
        PRIOR

        TO 5:00 P.M. NEW YORK CITY TIME, JUNE
        18, 2017
	______ WARRANTS


 


MEDGENICS, INC.


 


WARRANT


 


THIS CERTIFIES THAT, for value received


 


is the registered holder of a Warrant or Warrants expiring June
18, 2017 (the “Warrant”) to purchase 0.75 of one fully paid and non-assessable share of Common Stock, par value $.0001
per share (“Shares”), of Medgenics, Inc., a Delaware corporation (the “Company”), for each Warrant
evidenced by this Warrant Certificate.  The Warrant entitles the holder thereof to purchase from the Company, commencing
upon the date of issuance, such number of Shares of the Company at the price of $[____] per full share, upon surrender of this
Warrant Certificate and payment of the Warrant Price (as defined below) at the office or agency of the Warrant Agent, [___________]
(such payment to be made by certified check made payable to the Company or by wire transfer of immediately available funds to an
account designated by the Company), but only subject to the conditions set forth herein and in the Warrant Agreement between the
Company and the warrant agent named therein (the “Warrant Agreement”).  Notwithstanding anything else in
this Warrant Certificate, or the Warrant Agreement, no Warrant may be exercised until December 15, 2012, which is the date 180
days after the date of original issuance. The registered holder of this Warrant shall not be entitled to receive a net-cash settlement,
shares of common stock or other consideration in lieu of physical settlement in Shares of the Company.  The Warrant Agreement
provides that upon the occurrence of certain events the Warrant Price and the number of Shares purchasable hereunder, set forth
on the face hereof, may, subject to certain conditions, be adjusted.  The term Warrant Price as used in this Warrant
Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised.


 


This Warrant will expire on the date first
above written if it is not exercised prior to such date by the registered holder pursuant to the terms of the Warrant Agreement.


 


No fraction of a Share will be issued upon
any exercise of a Warrant.  If the holder of a Warrant would be entitled to receive a fraction of a Share upon any exercise
of a Warrant, the Company shall, upon such exercise, round up to the nearest whole number the number of Shares to be issued to
such holder.


 


Upon any exercise of the Warrant for less
than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or his assignee
a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.


 



    	 



    	 



    

 


Warrant Certificates, when surrendered
at the office or agency of the Warrant Agent by the registered holder hereof in person or by attorney duly authorized in writing,
may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service
charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of
Warrants.


 


Upon due presentment for registration of
transfer of the Warrant Certificate at the office or agency of the Warrant Agent in the manner and subject to the limitations provided
in the Warrant Agreement, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like
number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided
in the Warrant Agreement, without charge except for any applicable tax or other governmental charge.


 


The Company and the Warrant Agent may deem
and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or
other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the registered holder, and
for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


This Warrant does not entitle the registered
holder to any of the rights of a stockholder of the Company.


 


By


 


	 	 	 
	President	 	Secretary


 


	 	Corporate Stock Transfer, Inc.	 
	 	 	 
	By: 	 	 
	 	Its:	 


 










    	 



    	 



    
 





SUBSCRIPTION FORM


To Be Executed by the Registered Holder
in Order to Exercise Warrants


 


The undersigned Registered Holder irrevocably elects to exercise
______________ Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon
the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of


 


	 
	
        (PLEASE TYPE OR PRINT NAME AND ADDRESS)

         

	
          

         

	
         

          



 (SOCIAL SECURITY OR TAX IDENTIFICATION
NUMBER)


 


	and be delivered to
	 
	(PLEASE PRINT OR TYPE NAME AND ADDRESS)
	 
	and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new


Warrant Certificate for the balance of such Warrants be registered
in the name of, and delivered to, the Registered Holder at the address stated below:


 


	Dated:	 	 	 
	 	 	 	(SIGNATURE)
	 	 	 	 
	 	 	 	(ADDRESS)
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	(TAX IDENTIFICATION NUMBER)


 


Signature Guaranteed: ______________________________


 


THE SIGNATURE TO THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER,
AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK
EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.


 



    	 



    	 



    

 


ASSIGNMENT


To Be Executed by the Registered Holder
in Order to Assign Warrants


Subject to the Terms of the Warrant Agreement


 


For Value Received, _______________________ hereby sell, assign,
and transfer unto


 


	 
	
        (PLEASE TYPE OR PRINT NAME AND ADDRESS)

         

	
         

          

	
          

         



 (SOCIAL SECURITY OR TAX IDENTIFICATION
NUMBER)


 


	and be delivered to
	 
	(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


______________________ of the Warrants represented by this Warrant
Certificate, and hereby irrevocably constitute and appoint _________________________________ Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the premises.


  


	Dated:	 	 	 
	 	 	 	(SIGNATURE)


 


Signature Guaranteed: ______________________________


 


THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST
CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE,
NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.