2,460,000 Shares 2,460,000 Warrants MEDGENICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 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) 2,460,000 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 2,460,000 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) 369,000 authorized but unissued shares of Common Stock (the “Option Shares”) and (ii) warrants (the "Option Warrants") to purchase up to 369,000 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-allotment
