WARRANT AGREEMENTWarrant Agreement • February 22nd, 2011 • Medgenics, Inc. • Biological products, (no disgnostic substances) • New York
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”).
● Shares ● Warrants MEDGENICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2011 • Medgenics, Inc. • Biological products, (no disgnostic substances) • California
Medgenics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) for whom Roth Capital Partners, LLC is acting as representative (the "Representative"), an aggregate of (i) ● authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company and (ii) warrants (the "Firm Warrants") to purchase up to ● shares of Common Stock of the Company (the "Firm Warrant Shares"). The Company has granted the Underwriters the option to purchase an aggregate of up to (i) ● Option Shares of Common Stock (the “Option Shares”) and (ii) Option Warrants (the "Option Warrants") to purchase up to ● shares of Common Stock of the Company (the "Option Warrant Shares" and together with the Firm Warrant Shares, the "Warrant Shares") as may be necessary to cover over-allotments made in connection with the offering
MEDGENICS, INC. WARRANTMedgenics, Inc. • February 22nd, 2011 • Biological products, (no disgnostic substances)
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 or if it is not redeemed by the Company prior to such date.
