Registration Rights Agreement By and Among Medgenics, Inc. And Investors Signatory HeretoRegistration Rights Agreement • June 19th, 2012 • Medgenics, Inc. • Biological products, (no disgnostic substances) • New York
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”).
WARRANT AGREEMENTWarrant Agreement • June 19th, 2012 • Medgenics, Inc. • Biological products, (no disgnostic substances) • New York
This Warrant Agreement made as of June 18, 2012, is between Medgenics, Inc., a Delaware corporation, with offices at 555 California Street, Suite 365, San Francisco, California 94104 (the “Company”), and Corporate Stock Transfer, Inc. with offices at 3200 Cherry Creek Drive South, Suite 4300, Denver, Colorado 80209 (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT MEDGENICS, INC.Security Agreement • June 19th, 2012 • Medgenics, Inc. • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, MAXIM PARTNERS LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase from Medgenics, Inc., a Delaware corporation (the “Company”), up to 194,473 shares (the “Warrant Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • June 19th, 2012 • Medgenics, Inc. • Biological products, (no disgnostic substances) • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereof between Medgenics, Inc., a Delaware corporation having a place of business at 555 California Avenue, Suite 365, San Francisco, CA 94104 (the “Company”), and the undersigned (the “Subscriber”).
