Exhibit
4.5

    


    WARRANT
AGREEMENT

     

    This
Warrant Agreement made as of [___________], 2011, is between Medgenics, Inc., a
Delaware corporation, with offices at 8000 Towers Crescent Drive, Suite 1300,
Vienna, Virginia 22182, (the “Company”), and Corporate Stock
Transfer, Inc. with offices at 3200 Cherry Creek Drive South, Suite 4300,
Denver, Colorado 80209 (the “Warrant Agent”).

     

    WHEREAS,
the Company is engaged in a public offering of Common Stock (as defined below)
and Warrants (as defined below) and, in connection therewith, has determined to
issue and deliver up to 718,750 warrants (the “Warrants”) to the investors in
the public offering, including up to 93,750 Warrants subject to an overallotment
option granted to the underwriters as described in the Registration Statement
(as defined below), each Warrant evidencing the right of the holder thereof to
purchase one share of the Company’s common stock, par value $.0001 per
share (the “Common
Stock”), for $[___], subject to adjustment as described
herein;

     

    WHEREAS,
the Company has filed with the Securities and Exchange Commission a registration
statement on Form S-1 (File No. 333-170425), as amended (the “Registration Statement”), for
the registration under the Securities Act of 1933, as amended (the “Act”), of, among other
securities, the Warrants and the Common Stock issuable upon exercise of the
Warrants;

     

    WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the
Warrants;

     

    WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the
terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights and immunities of the Company, the Warrant Agent and the
holders of the Warrants; and

     

    WHEREAS,
all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on
behalf of the Warrant Agent, as provided herein, the legally valid and binding
obligations of the Company, and to authorize the execution and delivery of this
Warrant Agreement.

     

    NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the
parties hereto agree as follows:

     

    1.           Appointment of Warrant
Agent. The Company hereby appoints the Warrant Agent to act as agent for
the Company for the Warrants, and the Warrant Agent hereby accepts such
appointment and agrees to perform the same in accordance with the terms and
conditions set forth in this Agreement.

     

    2.            Warrants.

     

    2.1           Form of Warrant. Each
Warrant shall be (a) issued in registered form only, (b) in substantially the
form of Exhibit
A attached hereto, the provisions of which are incorporated herein, (c)
signed by, or bear the facsimile signature of, the Chairman of the Board or, the
Chief Executive Officer or the President, and the Treasurer, Secretary or
Assistant Secretary of the Company, and (d) shall bear a facsimile of the
Company’s seal. In the event the person whose facsimile signature has been
placed upon any Warrant shall have ceased to serve in the capacity in which such
person signed the Warrant before such Warrant is issued, it may be issued with
the same effect as if he or she had not ceased to be such at the date of
issuance.

     

    2.2           Effect of
Countersignature. Unless and until countersigned by the Warrant Agent
pursuant to this Agreement, a Warrant shall be invalid and of no effect and may
not be exercised by the holder thereof.  Warrant certificates shall be
dated the date of countersignature by the Warrant Agent.

     

    
      
         

      

      
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    2.3           Registration.

     

    2.3.1           Warrant Register. The
Warrant Agent shall maintain books (“Warrant Register”), for the
registration of the original issuance and transfers of the Warrants. Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof in such denominations
and otherwise in accordance with instructions delivered to the Warrant Agent by
the Company.

     

    2.3.2           Registered Holder.
Prior to due presentment for registration of transfer of any Warrant, the
Company and the Warrant Agent may deem and treat the person in whose name such
Warrant shall be registered upon the Warrant Register (“Registered Holder”), as the
absolute owner of such Warrant and of each Warrant represented thereby
(notwithstanding any notation of ownership or other writing on the warrant
certificate made by anyone other than the Company or the Warrant Agent), for the
purpose of any exercise thereof, and for all other purposes, and neither the
Company nor the Warrant Agent shall be affected by any notice to the
contrary.

     

    3.           Terms and Exercise of
Warrants.

     

    3.1           Warrant Price. Each
Warrant shall, when countersigned by the Warrant Agent, entitle the Registered
Holder thereof, subject to the provisions of such Warrant and of this Warrant
Agreement, to purchase from the Company the number of shares of Common Stock
stated therein, at the price of $[___] per whole share, subject to the
adjustments provided in Section 4 hereof and in the last sentence of this
Section 3.1. The term “Warrant
Price” as used in this Warrant Agreement refers to the price per share at
which Common Stock may be purchased at the time a Warrant is exercised. The
Company, in its sole discretion, may lower the Warrant Price at any time prior
to the Expiration Date (as defined below) for a period of not less than 20
business days; provided, that any such reduction shall be identical in
percentage terms among all of the Warrants.

     

    3.2           Duration of Warrants.
A Warrant may be exercised only during the period (“Exercise Period”) commencing
on the date of issuance and terminating at 5:00 p.m., New York City time, on the
Expiration Date.  For purposes of this Warrant Agreement, the “Expiration Date” shall mean
the earlier to occur of (i) [___________], 2016, or (ii) the date fixed for
redemption of the Warrants as provided in Section 6 of this
Agreement.  Except with respect to the right to receive the Redemption
Price (as set forth in Section 6 hereunder), each Warrant not exercised on or
before the Expiration Date shall become void, and all rights thereunder and all
rights in respect thereof under this Agreement shall cease at the close of
business on the Expiration Date. The Company may extend the duration of the
Warrants by delaying the Expiration Date; provided, however, that the Company
will provide notice to registered holders of the Warrants of such extension of
not less than 20 days.

    


    3.3           Exercise of
Warrants.

     

    3.3.1           Payment. Subject to
the provisions of the Warrant and this Warrant Agreement, a Warrant, when
countersigned by the Warrant Agent, may be exercised by the Registered Holder
thereof by surrendering it, at the office of the Warrant Agent, or at the office
of its successor as Warrant Agent, with the subscription form, as set forth in
the Warrant, duly executed, and by paying in full, in lawful money of the United
States, by certified check made payable to the Company or by wire transfer of
immediately available funds to an account designated by the Company (or as
otherwise agreed to by the Company), the Warrant Price for each full share of
Common Stock as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the
Warrant for the Common Stock, and the issuance of the Common
Stock.  In no event shall the Registered Holder of any Warrant be
entitled to “net cash settle” the Warrant.

     

    3.3.2           Issuance of
Certificates. As soon as practicable after the exercise of any Warrant
and the clearance of the funds in payment of the Warrant Price, the Company
shall issue to the Registered Holder of such Warrant a certificate or
certificates representing the number of full shares of Common Stock to which he,
she or it is entitled, registered in such name or names as may be directed by
him, her or it, and, if such Warrant shall not have been exercised or
surrendered in full, a new countersigned Warrant for the number of shares as to
which such Warrant shall not have been exercised or
surrendered.  Subject to Section 7.4 and notwithstanding the
foregoing, the Company shall not be obligated to deliver any securities pursuant
to the exercise of a Warrant unless (a) a registration statement under the Act
with respect to the Common Stock issuable upon exercise of such Warrants is
effective and a current prospectus relating to the shares of Common Stock
issuable upon exercise of the Warrants is available for delivery to the Warrant
holders or (b) in the opinion of counsel to the Company, the exercise of the
Warrants is exempt from the registration requirements of the Act and such
securities are qualified for sale or exempt from qualification under applicable
securities laws of the states or other jurisdictions in which the Registered
Holder resides. Warrants may not be exercised by, or securities issued to, any
Registered Holder in any state in which such exercise or issuance would be
unlawful. In the event a registration statement under the Act with respect to
the Common Stock underlying the Warrants is not effective or a prospectus is not
available, or because such exercise would be unlawful with respect to a
Registered Holder in any state, the Registered Holder shall not be entitled to
exercise such Warrants and such Warrants may have no value and expire worthless.
 In no event will the Company be obligated to pay such Registered Holder
any cash consideration upon exercise (except pursuant to Section
4.5).

     

    
      
         

      

      
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    3.3.3           Valid Issuance. All
shares of Common Stock issued upon the proper exercise or surrender of a Warrant
in conformity with this Agreement shall be validly issued, fully paid and
nonassessable.

     

    3.3.4           Date of Issuance.
Each person or entity in whose name any such certificate for shares of Common
Stock is issued shall, for all purposes, be deemed to have become the holder of
record of such shares on the date on which the Warrant was surrendered and
payment of the Warrant Price was made, irrespective of the date of delivery of
such certificate, except that, if the date of such surrender and payment is a
date when the stock transfer books of the Company are closed, such person shall
be deemed to have become the holder of such shares at the close of business on
the next succeeding date on which the stock transfer books are
open.

     

    4.             Adjustments.

     

    4.1           Stock Dividends -
Split-Ups. If, after the date hereof, and subject to the provisions of
Section 4.6 below, the number of outstanding shares of Common Stock is increased
by a stock dividend payable in shares of Common Stock, or by a split-up of
shares of Common Stock, or other similar event, then, on the effective date of
such stock dividend, split-up or similar event, the number of shares of Common
Stock issuable on exercise of each Warrant shall be increased in proportion to
such increase in outstanding shares of Common Stock.

     

    4.2           Aggregation of
Shares. If, after the date hereof, and subject to the provisions of
Section 4.6, the number of outstanding shares of Common Stock is decreased by a
consolidation, combination, reverse stock split or reclassification of shares of
Common Stock or other similar event, then, on the effective date of such
consolidation, combination, reverse stock split, reclassification or similar
event, the number of shares of Common Stock issuable on exercise of each Warrant
shall be decreased in proportion to such decrease in outstanding shares of
Common Stock.

     

    4.3           Adjustments in Warrant
Price. Whenever the number of shares of Common Stock purchasable upon the
exercise of the Warrants is adjusted, as provided in Sections 4.1 and 4.2 above,
the Warrant Price shall be adjusted (to the nearest cent) by multiplying such
Warrant Price, immediately prior to such adjustment, by a fraction, (a) the
numerator of which shall be the number of shares of Common Stock purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (b)
the denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter.

     

    4.4           Extraordinary
Dividends. If the Company, at any time during the Exercise Period, shall
pay a dividend in cash, securities or other assets to the holders of Common
Stock (or other shares of the Company’s capital stock into which the Warrants
are convertible), other than (i) as described in Sections 4.1, 4.2 or 4.5 or
(ii) regular quarterly or other periodic dividends (any such non-excluded event
being referred to herein as an “Extraordinary Dividend”), then
the Warrant Price shall be decreased, effective immediately after the effective
date of such Extraordinary Dividend, by the amount of cash and/or the fair
market value (as determined by the Company’s Board of Directors, in good faith)
of any securities or other assets paid on each share of Common Stock in respect
of such Extraordinary Dividend.

     

    
      
         

      

      
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    4.5           Replacement of Securities
upon Reorganization, etc. In case of any reclassification or
reorganization of the outstanding shares of Common Stock (other than a change
covered by Sections 4.1 or 4.2 hereof or one that solely affects the par value
of such shares of Common Stock), or, in the case of any merger or consolidation
of the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and that does not
result in any reclassification or reorganization of the outstanding shares of
Common Stock), or, in the case of any sale or conveyance to another corporation
or entity of the assets or other property of the Company as an entirety or
substantially as an entirety, in connection with which the Company is dissolved,
the Warrant holders shall thereafter have the right to purchase and receive,
upon the basis and upon the terms and conditions specified in the Warrants and
in lieu of the shares of Common Stock of the Company immediately theretofor
purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer,
that the Warrant holder would have received if such Warrant holder had exercised
his, her or its Warrant(s) immediately prior to such event; and if any
reclassification also results in a change in shares of Common Stock covered by
Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections
4.1, 4.2, 4.3 and this Section 4.5. The provisions of this Section 4 shall
similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.

     

    4.6           Notices of Changes in
Warrant. Upon every adjustment of the Warrant Price or the number of
shares issuable upon exercise of a Warrant, the Company shall give written
notice thereof to the Warrant Agent, which notice shall state the Warrant Price
resulting from such adjustment and the increase or decrease, if any, in the
number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based. Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.4 or 4.5 the Company shall give written notice to each
Warrant holder, at the last address set forth for such holder in the Warrant
Register, of the record date or the effective date of the event. Failure to give
such notice, or any defect therein, shall not affect the legality or validity of
such event.

     

    4.7           No Fractional Shares.
Notwithstanding any provision contained in this Warrant Agreement to the
contrary, the Company shall not issue fractional shares upon exercise of
Warrants. If, by reason of any adjustment made pursuant to this Section 4, the
holder of any Warrant would be entitled, upon the
exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round up to the nearest whole number the
number of the shares of Common Stock to be issued to the Warrant
holder.

     

    4.8           Form of Warrant. The
form of Warrant need not be changed because of any adjustment pursuant to this
Section 4, and Warrants issued after such adjustment may state the same Warrant
Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Agreement. However, the Company may, at any time, in its
sole discretion, make any change in the form of Warrant that the Company may
deem appropriate and that does not affect the substance thereof, and any Warrant
thereafter issued or countersigned, whether in exchange or substitution for an
outstanding Warrant or otherwise, may be in the form as so changed.

     

    4.9           Notice of Certain
Transactions.  In the event that the Company shall propose to
(a) offer the holders of its Common Stock rights to subscribe for or to purchase
any securities convertible into shares of Common Stock or shares of stock of any
class or any other securities, rights or options, (b) issue any rights, options
or warrants entitling the holders of Common Stock to subscribe for shares of
Common Stock or (c) make a tender offer, redemption offer or exchange offer with
respect to the Common Stock, the Company shall send to the Warrant holders a
notice of such proposed action or offer. Such notice shall be mailed to the
registered holders at their addresses as they appear in the Warrant Register,
which shall specify the record date for the purposes of such dividend,
distribution or rights, or the date such issuance or event is to take place and
the date of participation therein by the holders of Common Stock, if any such
date is to be fixed, and shall briefly indicate the effect of such action on the
Common Stock and on the number and kind of any other shares of stock and on
other property, if any, and the number of shares of Common Stock and other
property, if any, issuable upon exercise of each Warrant and the Warrant Price
after giving effect to any adjustment pursuant to this Article 4 which would be
required as a result of such action. Such notice shall be given as promptly as
practicable after the Board has determined to take any such action and (x) in
the case of any action covered by clause (a) or (b) above, at least 10 days
prior to the record date for determining the holders of the Common Stock for
purposes of such action or (y) in the case of any other such action, at least 20
days prior to the date of the taking of such proposed action or the date of
participation therein by the holders of Common Stock, whichever shall be the
earlier.

     

    
      
         

      

      
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    4.10           Other
Events.  If any event occurs as to which the foregoing
provisions of this Article 4 are not strictly applicable or, if strictly
applicable, would not, in the good faith judgment of the Board, fairly and
adequately protect the purchase rights of the registered holders of the Warrants
in accordance with the essential intent and principles of such provisions, then
the Board shall make such adjustments in the application of such provisions, in
accordance with such essential intent and principles, as shall be reasonably
necessary, in the good faith opinion of the Board, to protect such purchase
rights as aforesaid.

     

    5.           Transfer and Exchange of
Warrants.

     

    5.1           Registration of
Transfer. The Warrant Agent shall register the transfer, from time to
time, of any outstanding Warrant into the Warrant Register, upon surrender of
such Warrant for transfer, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such
transfer, a new Warrant representing an equal aggregate number of Warrants shall
be issued and the old Warrant shall be cancelled by the Warrant Agent. The
Warrants so cancelled shall be delivered by the Warrant Agent to the Company
from time to time upon the Company’s request.

     

    5.2           Procedure for Surrender of
Warrants. Warrants may be surrendered to the Warrant Agent, together with
a written request for exchange or transfer, and, thereupon, the Warrant Agent
shall issue in exchange therefor one or more new Warrants as requested by the
Registered Holder of the Warrants so surrendered, representing an equal
aggregate number of Warrants; provided, however, that, in the event a Warrant
surrendered for transfer bears a restrictive legend, the Warrant Agent shall not
cancel such Warrant and shall issue new Warrants in exchange therefor until the
Warrant Agent has received an opinion of counsel for the Company stating that
such transfer may be made and indicating whether the new Warrants must also bear
a restrictive legend.

     

    5.3           Fractional Warrants.
The Warrant Agent shall not be required to effect any registration of transfer
or exchange which will result in the issuance of a warrant certificate for a
fraction of a warrant.

     

    5.4           Service Charges. No
service charge shall be made for any exchange or registration of transfer of
Warrants.

     

    5.5           Warrant Execution and
Countersignature. The Warrant Agent is hereby authorized to countersign
and to deliver, in accordance with the terms of this Agreement, the Warrants
required to be issued pursuant to the provisions of this Section 5, and the
Company, whenever required by the Warrant Agent, will supply the Warrant Agent
with Warrants duly executed on behalf of the Company for such
purpose.

     

    6.            Redemption.

     

    6.1           Redemption. Subject
to the penultimate and final sentences of this Section 6.1, not less than all of
the outstanding Warrants may be redeemed, at the option of the Company, at any
time after they become exercisable and there is an effective Registration
Statement covering the shares of Common Stock issuable upon exercise of the
Warrants current and available and prior to their expiration, at the office of
the Warrant Agent, upon the notice referred to in Section 6.2, in whole but not
in part, at the price of $.01 per Warrant (“Redemption Price”), provided
that the last sales price of the Common Stock has been equal to or greater than
[_________] per share
for any twenty (20) trading days within a thirty (30) consecutive trading day
period ending on the third business day prior to the date on which notice of
redemption is given.  Notwithstanding anything to the contrary
contained herein, the Company shall not call the Warrants for redemption unless
there is an effective registration statement under the Act relating to the
shares of Common Stock issuable upon exercise of the Warrants current and
available throughout the “30-day redemption period” and a prospectus is
available.

     

    6.2           Date Fixed for, and Notice
of, Redemption. In the event the Company shall elect to redeem all of the
Warrants, the Company shall fix a date for the redemption. Notice of redemption
shall be mailed by first class mail, postage prepaid, by the Company not less
than 30 days prior to the date fixed for redemption to the Registered Holders of
the Warrants to be redeemed at their last addresses as they shall appear on the
Warrant Register. Any notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Registered
Holder received such notice.

     

    
      
         

      

      
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    6.3           Exercise After Notice of
Redemption. The Warrants may be exercised in accordance with Section 3 of
this Warrant Agreement at any time after notice of redemption shall have been
given by the Company pursuant to Section 6.2 hereof and prior to the time and
date fixed for redemption. On and after the redemption date, the record holder
of the Warrants shall have no further rights except to receive, upon surrender
of the Warrants, the Redemption Price.

     

    7.            Other Provisions Relating to
Rights of Holders of Warrants.

     

    7.1           No Rights as
Stockholder. A Warrant does not entitle the Registered Holder thereof to
any of the rights of a stockholder of the Company, including, without
limitation, the right to receive dividends, or other distributions, exercise any
preemptive rights to vote or to consent or to receive notice as stockholders in
respect of the meetings of stockholders or the election of directors of the
Company or any other matter.

     

    7.2           Lost, Stolen Mutilated or
Destroyed Warrants. If any Warrant is lost, stolen, mutilated or
destroyed, the Company and the Warrant Agent may, on such terms as to indemnity
or otherwise as they may in their discretion impose (which terms shall, in the
case of a mutilated Warrant, include the surrender thereof), issue a new Warrant
of like denomination, tenor and date as the Warrant so lost, stolen, mutilated
or destroyed. Any such new Warrant shall constitute a substitute contractual
obligation of the Company, whether or not the allegedly lost, stolen, mutilated
or destroyed Warrant shall be at any time enforceable by anyone.

     

    7.3           Reservation of Common
Stock. The Company shall at all times reserve and keep available a number
of its authorized but unissued shares of Common Stock that will be sufficient to
permit the exercise in full of all outstanding Warrants issued pursuant to this
Warrant Agreement.

     

    7.4           Registration of Common
Stock. The Company agrees that prior to the commencement of the Exercise
Period, it shall use its best efforts to prepare and file with the Securities
and Exchange Commission a post-effective amendment to the Registration
Statement, or a new registration statement, for the registration under the Act
of the Common Stock issuable upon exercise of the Warrants, and it shall take
such action as is necessary to qualify for sale, in those states in which the
Warrants were initially offered by the Company, the Common Stock issuable upon
exercise of the Warrants. In either case, the Company will use its best efforts
to cause the same to become effective on or prior to the commencement of the
Exercise Period and to maintain the effectiveness of such registration statement
and ensure that a prospectus is available for delivery to the Warrant holders
until the expiration of the Warrants in accordance with the provisions of this
Warrant Agreement.  The Warrants shall not be exercisable and the
Company shall not be obligated to issue Common Stock unless, at the time a
holder seeks to exercise Warrants, a prospectus related to the Common Stock
issuable upon exercise of the Warrants is current and the Common Stock has been
registered or qualified or deemed to be exempt under the laws of the state of
residence of the holder of the Warrants.  In addition, the Company
agrees to use its best efforts to register such securities under the blue sky
laws of the states of residence of exercising warrant holders, if permitted by
the blue sky laws of such jurisdictions, in the event that an exemption is not
available.  The provisions of this Section 7.4 may not be modified,
amended or deleted without the prior written consent of Roth Capital Partners,
LLC.

     

    8.            Concerning the Warrant Agent
and Other Matters.

     

    8.1           Payment of Taxes. The
Company will, from time to time, promptly pay all taxes and charges that may be
imposed upon the Company or the Warrant Agent in respect of the issuance or
delivery of shares of Common Stock upon the exercise of Warrants, but the
Company shall not be obligated to pay any transfer taxes in respect of the
Warrants or such shares.

     

    
      
         

      

      
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    8.2           Resignation, Consolidation,
or Merger of Warrant Agent.

     

    8.2.1           Appointment of Successor
Warrant Agent. The Warrant Agent, or any successor to it hereafter
appointed, may resign its duties and be discharged from all further duties and
liabilities hereunder after giving sixty (60) days’ notice in writing to the
Company. If the office of the Warrant Agent becomes vacant by resignation or
incapacity to act or otherwise, the Company shall appoint, in writing, a
successor Warrant Agent in place of the Warrant Agent. If the Company shall fail
to make such appointment within a period of 30 days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the
holder of the Warrant (who shall, with such notice, submit his, her or its
Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for the County of New York for the
appointment of a successor Warrant Agent. Any successor Warrant Agent, whether
appointed by the Company or by such court, shall be a corporation organized and
existing under the laws of the State of New York, in good standing and have its
principal office in the Borough of Manhattan, City and State of New York, and be
authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by federal or state authorities. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties and obligations of its predecessor Warrant Agent with
like effect as if originally named as Warrant Agent hereunder, without any
further act or deed; but, if for any reason it becomes necessary or appropriate,
the predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and,
upon request of any successor Warrant Agent, the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties and obligations.

     

    8.2.2           Notice of Successor Warrant
Agent. In the event a successor Warrant Agent shall be appointed, the
Company shall give notice thereof to the predecessor Warrant Agent and the
transfer agent for the Common Stock not later than the effective date of any
such appointment.

     

    8.2.3           Merger or Consolidation of
Warrant Agent. Any corporation into which the Warrant Agent may be merged
or with which it may be consolidated or any corporation resulting from any
merger or consolidation to which the Warrant Agent shall be a party shall be the
successor Warrant Agent under this Warrant Agreement without any further act on
the part of the Company or the Warrant Agent.

     

    8.3           Fees and Expenses of Warrant
Agent.

     

    8.3.1           Remuneration. The
Company agrees to pay the Warrant Agent reasonable remuneration for its services
as Warrant Agent
hereunder as set forth on Exhibit B hereto and
will reimburse the Warrant Agent upon demand for all expenditures that the
Warrant Agent may reasonably incur in the execution of its duties
hereunder.

     

    8.3.2           Further Assurances.
The Company agrees to perform, execute, acknowledge and deliver, or cause to be
performed, executed, acknowledged and delivered, all such further and other
acts, instruments and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Warrant
Agreement.

     

    8.4            Liability of Warrant
Agent.

     

    8.4.1           Reliance on Company
Statement. Whenever, in the performance of its duties under this Warrant
Agreement, the Warrant Agent shall deem it necessary or desirable that any fact
or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer,
Chief Financial Officer or Chairman of the Board of the Company and delivered to
the Warrant Agent. The Warrant Agent may rely upon such statement for any action
taken or suffered in good faith by it pursuant to the provisions of this Warrant
Agreement.

     

    
      
         

      

      
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    8.4.2           Indemnity. The
Warrant Agent shall be liable hereunder only for its own negligence, willful
misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and
save it harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in
the execution of this Warrant Agreement, except as a result of the Warrant
Agent’s negligence, willful misconduct or bad faith.

     

    8.4.3           Exclusions. The
Warrant Agent shall have no responsibility with respect to the validity of this
Warrant Agreement or with respect to the validity or execution of any Warrant
(except its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Warrant
Agreement or in any Warrant; nor shall it be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner,
method or amount of any such adjustment or the ascertaining of the existence of
facts that would require any such adjustment; nor shall it, by any act
hereunder, be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Common Stock to be issued pursuant
to this Warrant Agreement or any Warrant or as to whether any shares of Common
Stock will when issued be valid and fully paid and nonassessable.

     

    8.5           Acceptance of Agency.
The Warrant Agent hereby accepts the agency established by this Warrant
Agreement and agrees to perform the same upon the terms and conditions herein
set forth and, among other things, shall account promptly to the Company with
respect to Warrants exercised and concurrently account for, and pay to the
Company, all moneys received by the Warrant Agent for the purchase of shares of
the Company’s Common Stock through the exercise of Warrants.

     

    9.            Miscellaneous
Provisions.

     

    9.1           Successors. All the
covenants and provisions of this Warrant Agreement by or for the benefit of the
Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.

     

    9.2           Notices. Any notice,
statement or demand authorized by this Warrant Agreement to be given or made by
the Warrant Agent or by the holder of any Warrant to or on the Company shall be
delivered by hand or sent by registered or certified mail or overnight courier
service, addressed (until another address is filed in writing by the Company
with the Warrant Agent) as follows:

    


    Medgenics,
Inc.

    8000
Towers Crescent Drive, Suite 1300

    Vienna,
Virginia 22182

    Attn:  Andrew
L. Pearlman, Chief Executive Officer

    


    Any
notice, statement or demand authorized by this Warrant Agreement to be given or
made by the holder of any Warrant or by the Company to or on the Warrant Agent
shall be delivered by hand or sent by registered or certified mail or overnight
courier service, addressed (until another address is filed in writing by the
Warrant Agent with the Company), as follows:

    


    Corporate
Stock Transfer, Inc.

    3200
Cherry Creek Drive South

    Suite
430

    Denver,
Colorado  80209

    Attn:
_______________________

    


    With a
copy in each case to (which shall not constitute notice):

    


    Roth
Capital Partners, LLC

    11100
Santa Monica Boulevard, Suite 550

    Los
Angeles, California  90225

     

    


    
      
         

      

      
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    Attn:
_______________________

     

    Any
notice, sent pursuant to this Warrant Agreement shall be effective, if delivered
by hand, upon receipt thereof by the party to whom it is addressed, if sent by
overnight courier, on the next business day of the delivery to the courier, and
if sent by registered or certified mail on the third day after registration or
certification thereof.

     

    9.3           Applicable Law. The
validity, interpretation, and performance of this Warrant Agreement and of the
Warrants shall be governed in all respects by the laws of the State of New York,
without giving effect to conflict of laws. The Company hereby agrees that any
action, proceeding or claim against it arising out of or relating in any way to
this Warrant Agreement shall be brought and enforced in the courts of the State
of New York or the United States District Court for the Southern District of New
York, and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any such
process or summons to be served upon the Company may be served by transmitting a
copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim.

    


    9.4           Persons Having Rights under
this Warrant Agreement. Nothing in this Warrant Agreement expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the parties hereto and the Registered Holders of the Warrants and, for the
purposes of Sections 7.4, 9.2 and 9.8 hereof, the underwriters in the public
offering, any right, remedy, or claim under or by reason of this Warrant
Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof. Each underwriter in the public offering shall be deemed to be a
third-party beneficiary of this Agreement with respect to Sections 7.4, 9.2 and
9.8 hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Agreement shall be for the sole and exclusive benefit of the
parties hereto (and the underwriters in the public offering with respect to the
Sections 7.4, 9.2 and 9.8 hereof) and their successors and assigns and of the
Registered Holders of the Warrants.

     

    9.5           Examination of the Warrant
Agreement. A copy of this Warrant Agreement shall be available at all
reasonable times at the office of the Warrant Agent for inspection by the
Registered Holder of any Warrant. The Warrant Agent may require any such holder
to submit his, her or its Warrant for inspection.

     

    9.6           Counterparts- Facsimile
Signatures. This Warrant Agreement may be executed in any number of
counterparts, and each of such counterparts shall, for all purposes, be deemed
to be an original, and all such counterparts shall together constitute one and
the same instrument. Facsimile signatures shall constitute original signatures
for all purposes of this Warrant Agreement.

     

    9.7           Effect of Headings.
The section headings herein are for convenience only and are not part of this
Warrant Agreement and shall not affect the interpretation thereof.

     

    9.8           Amendments.

     

    9.8.1           This
Agreement and any Warrant certificate may be amended by the parties hereto by
executing a supplemental warrant agreement (a “Supplemental Agreement”),
without the consent of any of the Warrant holders, for the purpose of (i) curing
any ambiguity, or curing, correcting or supplementing any defective provision
contained herein, or making any other provisions with respect to matters or
questions arising under this agreement that is not inconsistent with the
provisions of this agreement or the Warrant certificates, (ii) evidencing the
succession of another corporation to the Company and the assumption by any such
successor of the covenants of the Company contained in this agreement and the
Warrants, (iii) evidencing and providing for the acceptance of appointment by a
successor Warrant Agent with respect to the Warrants, (iv) adding to the
covenants of the Company for the benefit of the Holders or surrendering any
right or power conferred upon the Company under this Agreement, or (viii)
amending this agreement and the Warrants in any manner that the Company may deem
to be necessary or desirable and that will not adversely affect the interests of
the Warrant holders in any material respect.

     

    
      
         

      

      
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    9.8.2           The
Company and the Warrant Agent may amend this Warrant Agreement and the Warrants
by executing a Supplemental Agreement with the consent of the Holders of not
fewer than a majority of the unexercised Warrants affected by such amendment,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders under this Warrant Agreement; provided,
however, that, without the consent of each of the Warrant holders affected
thereby, no such amendment may be made that (i) changes the Warrants so as to
reduce the number of shares purchasable upon exercise of the Warrants or so as
to increase the Warrant Price (other than as provided by Section 4),
(ii) shortens the period of time during which the Warrants may be exercised,
(iii) otherwise adversely affects the exercise rights of the Holders in any
material respect, or (iv) reduces the number of unexercised Warrants the holders
of which must consent for amendment of this agreement or the
Warrants.

     

    9.9           Severability. This
Warrant Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Warrant Agreement or of any other term or provision
hereof. Furthermore, in lieu of any such invalid or unenforceable term or
provision, the parties hereto intend that there shall be added as a part of this
Warrant Agreement a provision as similar in terms to such invalid or
unenforceable provision as may be possible and be valid and
enforceable.

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties
hereto as of the day and year first above written.

     

    MEDGENICS,
INC.

     

     

    By: 
_______________________________________

    Andrew L. Pearlman, Chief Executive
Officer

     

     

    CORPORATE
STOCK TRANSFER, INC.

     

     

    By: 
_______________________________________

    [Name, Title]

    


    


    
      
         

      

      
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    EXHIBIT
A

     

    Form of
Warrant

    


    


    
      
         

      

      
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    EXHIBIT
B

     

    Warrant Agent
Fees

     

    
      
         

      

      
        13