Orgenesis Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






ORGENESIS INC. 
(the “Issuer”) 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

(CONVERTIBLE NOTE) 

INSTRUCTIONS TO SUBSCRIBER 

1.          
You must complete all the information in the boxes on page 2 and sign where
indicated with an “X”. 

2.          
If you are a “U.S. Purchaser”, as defined in Exhibit A, you must complete and
sign Exhibit A “United States Accredited Investor Questionnaire”. 

3.          
If you are paying for your subscription with funds drawn from a U.S. bank or Non
U.S. source, you may pay by by wire transfer to the Issuer pursuant to the
wiring instructions set out in Exhibit B. 




ORGENESIS INC. 
PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT 

The undersigned (the “Subscriber”) hereby irrevocably
subscribes for and agrees to purchase from Orgenesis Inc. (the “Issuer”)
a 2% Unsecured Convertible Note of the Issuer (the “Note”) in the
principal amount set forth below. The form of the Note is attached to this
Subscription Agreement as Exhibit C. The Subscriber agrees to be bound by
the terms and conditions set forth in the attached “Terms and Conditions of
Subscription for Note”. 

	 	Subscriber Information
    	 	 	Note to be Purchased
  
	 	  	 	 	  
	 	  	 	 	Principal Amount of Note:
      $250,000  ___________
	 	  	 	 	  
	 	(Name of Subscriber) 	 	 	  
	 	  	 	 	  
	 	Account Reference (if applicable):
      ___________	 	 	  
	 	  	 	 	Total Subscription Price:
      $250,000___________
	 	X 	 	 	(the “Subscription Amount”,
      plus wire fees if 
	 	(Signature of Subscriber – if the 	 	 	applicable) 
	 	Subscriber is an Individual) 	 	 	  
	 	  	 	 	  
	 	  	 	 	  
	 	  	 	 	  
	 	X 	 	 	  
	 	(Signature of Authorized Signatory – if the 	 	 	Please complete if purchasing as
      agent or 
	 	Subscriber is not an Individual) 	 	 	trustee for a principal
      (beneficial purchaser) 
	 	  	 	 	(a “Disclosed Principal”) and not
      purchasing 
	 	  	 	 	as trustee or agent for accounts
      fully managed 
	 	(Name and Title of Authorized Signatory – if 	 	 	by it. 
	 	the Subscriber is not an Individual) 	 	 	  
	 	  	 	 	  
	 	(SSN or other Tax Identification Number of 	 	 	(Name of Disclosed Principal) 
	 	the Subscriber) 	 	 	  
	 	  	 	 	  
	 	  	 	 	(Address of Disclosed Principal)
  
	 	  	 	 	  
	 	(Subscriber’s Address, including postal or zip 	 	 	  
	 	code) 	 	 	(Account Reference, if applicable)
  
	 	  	 	 	  
	 	(Telephone Number) 	 	 	  
	 	(Email Address) 	 	 	(SSN or other Tax Identification
      Number of 
	 	  	 	 	Disclosed Principal)



2





	 	Register the Note as set forth below: 	 	 	Deliver the Note as set forth below: 
	 	 	 	 	 
	 	 	 	 	 
	 	(Name
      to Appear on Note Certificate) 	 	 	(Attention - Name) 
	 	 	 	 	 
	 	 	 	 	 
	 	(Account Reference, if applicable) 	 	 	(Account Reference, if applicable) 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	(Street
      Address, including postal or zip code – no 
	 	(Address, including postal or zip code) 	 	 	PO
      Boxes permitted) 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	(Telephone Number) 
	 	 	 	 	 
	 	Number and kind of securities of the Issuer 	 	 	 
	 	already held, directly or indirectly, or over 	 	 	 
	 	which control or direction is exercised by, 	 	 	 
	 	the
      Subscriber, if any (i.e., shares, 	 	 	
	 	warrants, options): 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


3




ACCEPTANCE 

The Issuer hereby accepts the Subscription (as defined herein)
on the terms and conditions contained in this private placement subscription
agreement (this “Agreement”) as of the 21st day of November,
2018 (the “Closing Date”). 

ORGENESIS INC. 

Per: /s/ Neil Reithinger

          Authorized Signatory


4




TERMS AND CONDITIONS OF SUBSCRIPTION FOR NOTE

1.             
Subscription 

1.1          
On the basis of the representations and warranties, and subject to the terms and
conditions, set forth in this Agreement and in the form of Note attached as
Exhibit C to this Agreement, the Subscriber hereby irrevocably subscribes
for and agrees to purchase a Note in the principal amount as set forth on page 2
of this Agreement for the Subscription Amount shown on page 2 of this Agreement,
which is tendered herewith (such subscription and agreement to purchase being
the “Subscription”), and the Issuer agrees to sell the Note to the
Subscriber, effective upon the Issuer’s acceptance of this Agreement. 

1.2          
The principal amount of the Note will accrue interest at 2% per annum. The Note
will be an unsecured obligation of the Issuer. The Subscriber hereby confirms
and acknowledges that the Issuer may use the Subscription Amount, either in part
or in full, in any manner as the Issuer deems advisable including, without
limitation, to issue that certain convertible promissory note in the amount of
$1,000,000 to Hemogenyx (or an affiliate thereof). Subject to Section 3 of the
Note, within two (2) years from the date hereof (the “Conversion
Period”), the Subscriber shall be entitled, at its option, to convert, at
any time and from time to time, until payment in full of the Note, all or any
portion of the outstanding principal amount of the Note, plus accrued and unpaid
interest thereon, into either of the following (as shall be determined by the
Subscriber in his discretion):

	 	1.2.1 	
      Units of the Issuer. The term “Units” shall mean
      one (1) share (each, a “Conversion Share”) of the Issuer’s common
      stock, par value $0.0001 per share (the “Common Stock”), and one
      warrant to purchase one share of Common Stock (the “Warrants”).
      Each Warrant shall entitle the holder to purchase one share of Common
      Stock (the “Warrant Shares”) at an exercise price of $7.00 per
      share (the “Exercise Price”), subject to adjustment, and shall be
      exercisable for a period of three years from the date hereof.

	 	 	 
	 	1.2.2 	
      shares of capital stock of Hemogenyx at a price per share
      based on a pre-money valuation of Hemogenyx of $12,000,000 (the
      “Hemogenyx Securities”, and collectively with the Note, Conversion
      Shares, Warrant and Warrant Shares referred to herein as the
      “Securities”).



1.3          
In the event the Subscriber does not elect to convert the principal amount of
the Note, plus accrued and unpaid interest thereon, into Hemogenyx Securities
during the Conversion Period, the Conversion Period shall be extended by an
additional one (1) year during which the Subscriber may convert the principal
amount of the Note, plus accrued and unpaid interest thereon, solely into Units.
In no event may the Subscriber convert such amounts into Hemogenyx Securities
after the expiration of the Conversion Period. 

1.4          
The Subscriber acknowledges that the Note has been offered to the Subscriber as
part of an offering (the “Offering”) in which the Issuer intends to sell
up to an aggregate of $10,000,000 of principal amount of the Notes on the same
terms as set forth in this Agreement. 

1.5          
All dollar amounts referred to in this Agreement are in lawful money of the
United States of America, unless otherwise indicated. 

2.            
Payment 

2.1          
Payment of the Aggregate Subscription Price is required upon submission of the
subscription documents. 

5




2.2          
The Subscriber acknowledges and agrees that this Agreement, the Subscription
Amount and any other documents delivered in connection herewith will be held by
or on behalf of the Issuer. In the event that this Agreement is not accepted by
the Issuer for whatever reason, which the Issuer expressly reserves the right to
do, the Issuer will return the Subscription Amount (without interest thereon) to
the Subscriber at the address of the Subscriber as set forth on page 2 of this
Agreement, or as otherwise directed by the Subscriber. 

3.            
Documents Required from Subscriber 

3.1          The
Subscriber must complete, sign and return to the Issuer the following documents:



(a)           this Agreement;


(b)          
if the Subscriber is a U.S. Purchaser (as defined in Exhibit A), the
United States Accredited Investor Questionnaire (the “Questionnaire”)
attached as Exhibit A; 

(c)          
such other supporting documentation that the Issuer or the Issuer’s Counsel may
request to establish the Subscriber’s qualification as a qualified investor; and


(d)          
the Subscriber acknowledges and agrees that the Issuer will not consider the
Subscription for acceptance unless the Subscriber has provided all of such
documents to the Issuer. 

3.2          
As soon as practicable upon any request by the Issuer, the Subscriber will
complete, sign and return to the Issuer any additional documents,
questionnaires, notices and undertakings as may be required by any regulatory
authorities or applicable laws. 

3.3          
The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel
has acted as counsel only to the Issuer and is not protecting the rights and
interests of the Subscriber. The Subscriber acknowledges and agrees that the
Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to
seek, and are hereby recommending that the Subscriber obtain, independent legal
advice with respect to the subject matter of this Agreement and, further, the
Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel
that the Subscriber has sought independent legal advice or waives such advice.


4.            
Conditions and Closing 

The Subscriber acknowledges that the Note will be available for
delivery within five (5) Business Days of the Issuer’s acceptance of the
subscription hereunder, provided that the Subscriber has satisfied the
requirements of Section 3 hereof and the Issuer has accepted this Agreement.


5.            
Acknowledgements and Agreements of the Subscriber 

The Subscriber acknowledges and agrees that: 

(a)          
none of the Securities have been or will be registered under the United States
Securities Act of 1933, as amended, (the “1933 Act”), or under any
securities or “blue sky” laws of any state of the United States, and, unless so
registered, may not be offered or sold in the United States or, directly or
indirectly, to any U.S. Person (as defined in Section 902 of Regulation S),
except in accordance with the provisions of Regulation S under the 1933 Act
(“Regulation S”), pursuant to an effective registration statement under
the 1933 Act, or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the 1933 Act, and in each case
only in accordance with applicable securities laws; 

6




(b)          
  the Issuer has not undertaken, and will have no obligation, to register any of
the Securities under the 1933 Act or any other applicable securities laws;

(c)          
the Issuer will refuse to register the transfer of any of the Securities to a
U.S. Person not made pursuant to an effective registration statement under the
1933 Act or pursuant to an available exemption from the registration
requirements of the 1933 Act and in each case in accordance with applicable
laws; 

(d)          
the decision to execute this Agreement and to acquire the Securities has not
been based upon any oral or written representation as to fact or otherwise made
by or on behalf of the Issuer and such decision is based entirely upon a review
of any public information which has been filed by the Issuer with the United
States Securities and Exchange Commission (the “SEC”) (collectively, the
“Public Record”); 

(e)          
the Issuer and others will rely upon the truth and accuracy of the
acknowledgements, representations, warranties, covenants and agreements of the
Subscriber contained in this Agreement and the Questionnaire, as applicable, and
agrees that if any of such acknowledgements, representations and agreements are
no longer accurate or have been breached, the Subscriber will promptly notify
the Issuer; 

(f)          
there are risks associated with the purchase of the Securities, as more fully
described in the Public Record; 

(g)          
the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity
to ask questions of, and receive answers from, the Issuer in connection with the
distribution of the Securities hereunder, and to obtain additional information,
to the extent possessed or obtainable without unreasonable effort or expense,
necessary to verify the accuracy of the information about the Issuer; 

(h)          
a portion of the Offering may be sold pursuant to an agreement between the
Issuer and one or more agents registered in accordance with applicable
securities laws, in which case the Issuer will pay a fee and/or compensation
security on terms as set out in such agreement; 

(i)          
finder’s fees or broker’s commissions may be payable by the Issuer to finders
who introduce subscribers to the Issuer; 

(j)          
the books and records of the Issuer were available upon reasonable notice for
inspection, subject to certain confidentiality restrictions, by the Subscriber
during reasonable business hours at its principal place of business, and all
documents, records and books in connection with the distribution of the
Securities hereunder have been made available for inspection by the Subscriber,
its legal counsel and/or its advisor(s); 

(k)          
all of the information which the Subscriber has provided to the Issuer is
correct and complete and if there should be any change in such information prior
to the Closing, the Subscriber will immediately notify the Issuer, in writing,
of the details of any such change; 

(l)          
the Issuer is entitled to rely on the representations and warranties of the
Subscriber contained in this Agreement and the Questionnaire, as applicable, and
the Subscriber will hold harmless the Issuer from any loss or damage it or they
may suffer as a result of the Subscriber’s failure to correctly complete this
Agreement or the Questionnaire, as applicable; 

7




(m)          
any resale of the Securities by the Subscriber will be subject to resale
restrictions contained in the securities laws applicable to the Issuer, the
Subscriber and any proposed transferee, including resale restrictions imposed
under United States securities laws and additional restrictions on the
Subscriber’s ability to resell any of the Securities in any other jurisdiction
under applicable securities laws; 

(n)          
it is the responsibility of the Subscriber to find out what any applicable
resale restrictions are and to comply with such restrictions before selling any
of the Securities; 

(o)          
the Subscriber has been advised to consult the Subscriber’s own legal, tax and
other advisors with respect to the merits and risks of an investment in the
Securities and with respect to applicable resale restrictions, and it is solely
responsible (and the Issuer is not in any way responsible) for compliance with:


(i)           any applicable
laws of the jurisdiction in which the Subscriber is resident in connection with
the distribution of the Securities hereunder, and 

(ii)           applicable
resale restrictions;

(p)          
there may be material tax consequences to the Subscriber of an acquisition or
disposition of the Securities and the Issuer gives no opinion and makes no
representation to the Subscriber with respect to the tax consequences to the
Subscriber under federal, state, provincial, local or foreign tax laws that may
apply to the Subscriber’s acquisition or disposition of the Securities; 

(q)          
the Issuer has advised the Subscriber that the Issuer is relying on an exemption
from the requirements to provide the Subscriber with a prospectus and to offer
or sell the Securities through a person registered to sell securities under
applicable securities laws, and, as a consequence of acquiring the Securities
pursuant to such exemption, certain protections, rights and remedies provided by
applicable securities laws, including statutory rights of rescission or damages,
may not be available to the Subscriber; 

(r)          
no documents in connection with the issuance of the Securities have been
reviewed by the SEC or any other securities regulators; 

(s)          
neither the SEC nor any other securities commission or similar regulatory
authority has reviewed or passed on the merits of any of the Securities; 

(t)          
there is no government or other insurance covering any of the Securities; 

(u)          
hedging transactions involving the Securities may not be conducted unless such
transactions are in compliance with the provisions of the 1933 Act and in each
case only in accordance with applicable securities laws; and 

(v)          
this Agreement is not enforceable by the Subscriber unless it has been accepted
by the Issuer and the Issuer reserves the right to reject this Subscription for
any reason. 

6.            
Representations and Warranties of the Subscriber 

The Subscriber hereby represents and warrants to the Issuer
(which representations and warranties will survive the Closing) that: 

8





(a)           Unless the
Subscriber has completed Exhibit A, the Subscriber is not a U.S.
Purchaser; 


(b)           the Subscriber
is resident in the jurisdiction set out on page 2 of this Agreement; 


(c)           if the
Subscriber is resident outside of the United States: 

(i) the
Subscriber is knowledgeable of, or has been independently advised as to, the
applicable securities laws having application in the jurisdiction in which the
Subscriber is resident (the “International Jurisdiction”) which would
apply to the offer and sale of the Securities; 

(ii)           the Subscriber
is purchasing the Securities pursuant to exemptions from prospectus or
equivalent requirements under applicable laws of the International Jurisdiction
or, if such is not applicable, the Subscriber is permitted to purchase the
Securities under applicable securities laws of the International Jurisdiction
without the need to rely on any exemptions; 

(iii)           the applicable
laws and regulations of the International Jurisdiction do not and will not
require the Issuer to make any filings or seek any approvals of any kind from
any securities regulator of any kind in the International Jurisdiction in
connection with the offer, issue, sale or resale of any of the Securities; 

(iv)           the purchase of
the Securities by the Subscriber does not trigger: 

	 	A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, or

	 	 	 
	 	B. 	
      any continuous disclosure reporting obligation of the
      Issuer in the International Jurisdiction, and



(v)           the Subscriber
will, if requested by the Issuer, deliver to the Issuer a certificate or opinion
of local counsel from the International Jurisdiction which will confirm the
matters referred to in subparagraphs (ii), (iii) and (iv) above to the
satisfaction of the Issuer, acting reasonably; 

(d)          
the Subscriber: (i) has adequate net worth and means of providing for its
current financial needs and possible personal contingences, (ii) has no need for
liquidity in this investment, (iii) has such knowledge and experience in
business matters as to be capable of evaluating the merits and risks of its
prospective investment in the Securities, (iv) is able to bear the economic
risks of an investment in the Securities for an indefinite period of time, and
(v) can afford the complete loss of the Subscription Amount; 

(e)          
the Subscriber has the legal capacity and competence to enter into and execute
this Agreement and to take all actions required pursuant hereto and, if the
Subscriber is a corporate entity, it is duly incorporated and validly subsisting
under the laws of its jurisdiction of incorporation and all necessary approvals
by its directors, shareholders and others have been obtained to authorize
execution and performance of this Agreement on behalf of the Subscriber; 

(f)          
the entering into of this Agreement and the transactions contemplated hereby do
not and will not result in the violation of any of the terms and provisions of
any law applicable to, and, if applicable, any of the constating documents of,
the Subscriber or of any agreement, written or oral, to which the Subscriber may
be a party or by which the Subscriber is or may be bound; 

9




(g)          
the Subscriber has duly executed and delivered this Agreement and it constitutes
a valid and binding agreement of the Subscriber enforceable against the
Subscriber; 


(h)           the Subscriber
has received and carefully read this Agreement; 

(i)          
the Subscriber is aware that an investment in the Issuer is speculative and
involves certain risks, including those risks disclosed in the Public Record and
the possible loss of the entire Subscription Amount; 

(j)          
the Subscriber has made an independent examination and investigation of an
investment in the Securities and the Issuer and agrees that the Issuer will not
be responsible in any way for the Subscriber’s decision to invest in the
Securities and the Issuer; 

(k)          
the Subscriber is not an underwriter of, or dealer in, any of the Securities,
nor is the Subscriber participating, pursuant to a contractual agreement or
otherwise, in the distribution of the Securities; 

(l)          
the Subscriber is purchasing the Securities for its own account for investment
purposes only and not for the account of any other person and not for
distribution, assignment or resale to others, and no other person has a direct
or indirect beneficial interest in such Securities, and the Subscriber has not
subdivided its interest in any of the Securities with any other person; 

(m)          the
Subscriber is not aware of any advertisement of any of the Securities and is not
acquiring the Securities as a result of any form of general solicitation or
general advertising, including advertisements, articles, notices or other
communications published in any newspaper, magazine or similar media, or
broadcast over radio or television, or any seminar or meeting whose attendees
have been invited by general solicitation or general advertising;

(n)          
the Subscriber has not acquired the Securities as a result of, and will not
itself engage in, any “directed selling efforts” (as defined in Regulation S) in
the United States in respect of any of the Securities which would include any
activities undertaken for the purpose of, or that could reasonably be expected
to have the effect of, conditioning the market in the United States for the
resale of any of the Securities, provided, however, that the Subscriber may sell
or otherwise dispose of any of the Securities pursuant to registration of any of
the Securities pursuant to the 1933 Act and any applicable securities laws or
under an exemption from such registration requirements; and 


(o)           no person has
made to the Subscriber any written or oral representations: 

(i)           that any person
will resell or repurchase any of the Securities, 

(ii)           that any person
will refund the purchase price of any of the Securities, or 

(iii)           as to the
future price or value of any of the Securities. 

In this Agreement, the term “U.S. Person” will have the
meaning ascribed thereto in Regulation S, and for the purpose of this Agreement
includes, but is not limited to: (a) any person in the United States; (b) any
natural person resident in the United States; (c) any partnership or corporation
organized or incorporated under the laws of the United States; (d) any
partnership or corporation organized outside the United States by a U.S. Person
principally for the purpose of investing in securities not registered under the
1933 Act, unless it is organized or incorporated, and owned, by accredited
investors who are not natural persons, estates or trusts; or (e) any estate or trust
of which any executor or administrator or trustee is a U.S. Person. 

10




(p)          
  The Subscriber should check the Office of Foreign Assets Control (“OFAC”)
    website at <http://www.treas.gov/ofac> before making the following
representations.

(i)           The Subscriber
represents that the amounts invested by it in the Issuer in the offering
were not and are not directly or indirectly derived from activities that
contravene federal, state or international laws and regulations, including
anti-money laundering laws and regulations. Federal regulations and Executive
Orders administered by OFAC prohibit, among other things, the engagement in
transactions with, and the provision of services to, certain foreign countries,
territories, entities and individuals. The lists of OFAC prohibited countries,
territories, persons and entities can be found on the OFAC website at<
http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the
“OFAC Programs”) prohibit dealing with individuals1 or entities in
certain countries regardless of whether such individuals or entities appear on
the OFAC lists;

(ii)          
To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any
person controlling or controlled by the Subscriber; (3) if the Subscriber is a
privately-held entity, any person having a beneficial interest in the
Subscriber; or (4) any person for whom the Subscriber is acting as agent or
nominee in connection with this investment is a country, territory, individual
or entity named on an OFAC list, or a person or entity prohibited under the OFAC
Programs. You are advised that the Issuer may not accept any amounts from a
prospective investor if such prospective investor cannot make the representation
set forth in the preceding paragraph. The Subscriber agrees to promptly notify
the Issuer should the Subscriber become aware of any change in the information
set forth in these representations. The Subscriber understands and acknowledges
that, by law, the Issuer may be obligated to “freeze the account” of the
Subscriber, either by prohibiting additional subscriptions from the Subscriber,
declining any redemption requests and/or segregating the assets in the account
in compliance with governmental regulations. These individuals include specially
designated nationals, specially designated narcotics traffickers and other
parties subject to OFAC sanctions and embargo programs; 

(iii)           To the best of
the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person
controlling or controlled by the Subscriber`; (3) if the Subscriber is a
privately-held entity, any person having a beneficial interest in the
Subscriber; or (4) any person for whom the Subscriber is acting as agent or
nominee in connection with this investment is a senior foreign political
figure,2 or any immediate family3 member or close
associate4 of a senior foreign political figure, as such terms are
defined in the footnotes below; and 

1 These individuals include specially designated
nationals, specially designated narcotics traffickers and other parties subject
to OFAC sanctions and embargo programs. 
2 A “senior foreign
political figure” is defined as a senior official in the executive, legislative,
administrative, military or judicial branches of a foreign government (whether
elected or not), a senior official of a major foreign political party, or a
senior executive of a foreign government-owned corporation. In addition, a
“senior foreign political figure” includes any corporation, business or other
entity that has been formed by, or for the benefit of, a senior foreign
political figure. 
3 “Immediate family” of a senior foreign
political figure typically includes the figure’s parents, siblings, spouse,
children and in-laws. 
4 A “close associate” of a senior foreign
political figure is a person who is widely and publicly known to maintain an
unusually close relationship with the senior foreign political figure and
includes a person who is in a position to conduct substantial domestic and
international financial transactions on behalf of the senior foreign political
figure. 

11




(iv)          
If the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign
Bank”), or if the Subscriber receives deposits from, makes payments on behalf
of, or handles other financial transactions related to a Foreign Bank, the
Subscriber represents and warrants to the Issuer that: (1) the Foreign Bank has
a fixed address, other than solely an electronic address, in a country in which
the Foreign Bank is authorized to conduct banking activities; (2) the Foreign
Bank maintains operating records related to its banking activities; (3) the
Foreign Bank is subject to inspection by the banking authority that licensed the
Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not
provide banking services to any other Foreign Bank that does not have a physical
presence in any country and that is not a regulated affiliate 

7.           
Representations and Warranties will be Relied Upon by the
Issuer 

The Subscriber acknowledges and agrees that the representations
and warranties contained in this Agreement and the Questionnaire, as applicable,
are made by it with the intention that such representations and warranties may
be relied upon by the Issuer and the Issuer’s Counsel in determining the
Subscriber’s eligibility to purchase the Securities under applicable laws, or,
if applicable, the eligibility of others on whose behalf the Subscriber is
contracting hereunder to purchase the Securities under applicable laws. The
Subscriber further agrees that, by accepting delivery of the certificate
representing the Note, it will be representing and warranting that the
representations and warranties contained herein are true and correct as at the
Closing Date with the same force and effect as if they had been made by the
Subscriber on the Closing Date and that they will survive the purchase by the
Subscriber of the Securities and will continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of such Securities.


8.          
Acknowledgement and Waiver 

The Subscriber has acknowledged that the decision to acquire
the Securities was solely made on the basis of the Public Record. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Securities. 

9.          
Legending of Securities 

The Subscriber hereby acknowledges that, upon the issuance
thereof, and until such time as the same is no longer required under applicable
securities laws, any certificates representing any of the Securities will bear a
legend in substantially the following form: 

“NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR
ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED
OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
SECURITIES LAWS.” 

12




The Subscriber hereby acknowledges and agrees to the Issuer
making a notation on its records or giving instructions to the registrar and
transfer agent of the Issuer in order to implement the restrictions on transfer
set forth and described in this Agreement. 

10.          
Collection of Personal Information 

10.1          
The Subscriber acknowledges and consents to the fact that the Issuer is
collecting the Subscriber’s personal information for the purpose of fulfilling
this Agreement and completing the Offering. The Subscriber acknowledges that its
personal information (and, if applicable, the personal information of those on
whose behalf the Subscriber is contracting hereunder) may be included in record
books in connection with the Offering and may be disclosed by the Issuer to: (a)
stock exchanges or securities regulatory authorities, (b) the Issuer's registrar
and transfer agent, (c) tax authorities, (d) authorities pursuant to the PATRIOT
Act (U.S.A.) and (e) any of the other parties involved in the Offering,
including the Issuer’s Counsel. By executing this Agreement, the Subscriber is
deemed to be consenting to the foregoing collection, use and disclosure of the
Subscriber's personal information (and, if applicable, the personal information
of those on whose behalf the Subscriber is contracting hereunder) for the
foregoing purposes and to the retention of such personal information for as long
as permitted or required by applicable laws. Notwithstanding that the Subscriber
may be purchasing the Note as agent on behalf of an undisclosed principal, the
Subscriber agrees to provide, on request, particulars as to the nature and
identity of such undisclosed principal, and any interest that such undisclosed
principal has in the Issuer, all as may be required by the Issuer in order to
comply with the foregoing. 

10.2          
Furthermore, the Subscriber is hereby notified that the Issuer may deliver to
any government authority having jurisdiction over the Issuer, the Subscriber or
this Subscription, including the SEC and/or any state securities commissions,
certain personal information pertaining to the Subscriber, including the
Subscriber’s full name, residential address and telephone number, the number of
Shares or other securities of the Issuer owned by the Subscriber, the principal
amount of Note purchased by the Subscriber, the total Subscription Amount paid
for the Note and the date of distribution of the Note. 

11.          
Costs 

The Subscriber acknowledges and agrees that all costs and
expenses incurred by the Subscriber (including any fees and disbursements of any
special counsel retained by the Subscriber) relating to the purchase of the Note
will be borne by the Subscriber. 

12.          
Governing Law 

This Agreement is governed by the laws of the State of Nevada
(without reference to its rules governing the choice or conflict of laws). 

13.          
Survival 

This Agreement, including, without limitation, the
representations, warranties and covenants contained herein, will survive and
continue in full force and effect and be binding upon the Issuer and the
Subscriber, notwithstanding the completion of the purchase of the Securities by
the Subscriber. 

14.          
Assignment 

This Agreement is not transferable or assignable. 

13




15.          
Severability 

The invalidity or unenforceability of any particular provision
of this Agreement will not affect or limit the validity or enforceability of the
remaining provisions of this Agreement. 

16.          
Entire Agreement 

Except as expressly provided in this Agreement and in the
exhibits, agreements, instruments and other documents attached hereto or
contemplated or provided for herein, this Agreement contains the entire
agreement between the parties with respect to the sale of the Securities and
there are no other terms, conditions, representations or warranties, whether
expressed, implied, oral or written, by statute or common law, by the Issuer or
by anyone else. 

17.          
Notices 

All notices and other communications hereunder will be in
writing and will be deemed to have been duly given if hand delivered or
transmitted by any standard form of telecommunication, including facsimile,
electronic mail or other means of electronic communication capable of producing
a printed copy. Notices to the Subscriber will be directed to the address of the
Subscriber set forth on page 2 of this Agreement and notices to the Issuer will
be directed to it at the address of the Issuer set forth on page 3 of this
Agreement. 

18.          
Counterparts and Electronic Means 

This Agreement may be executed in any number of counterparts,
each of which, when so executed and delivered, will constitute an original and
all of which together will constitute one instrument. Delivery of an executed
copy of this Agreement by electronic facsimile transmission or other means of
electronic communication capable of producing a printed copy will be deemed to
be execution and delivery of this Agreement as of the Closing Date. 

19.          
Exhibits 

The exhibits attached hereto form part of this Agreement. 

20.          
Indemnity 

The Subscriber will indemnify and hold harmless the Issuer and,
where applicable, its directors, officers, employees, agents, advisors and
shareholders, from and against any and all loss, liability, claim, damage and
expense whatsoever (including, but not limited to, any and all fees, costs and
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any claim, lawsuit, administrative proceeding or investigation whether
commenced or threatened) arising out of or based upon any representation or
warranty of the Subscriber contained in this Agreement, the Questionnaire or in
any document furnished by the Subscriber to the Issuer in connection herewith
being untrue in any material respect, or any breach or failure by the Subscriber
to comply with any covenant or agreement made by the Subscriber to the Issuer in
connection therewith. 

14




EXHIBIT A 

UNITED STATES ACCREDITED INVESTOR QUESTIONNAIRE


Capitalized terms used in this Questionnaire (this
“Questionnaire”) and not specifically defined have the meaning ascribed
to them in the Private Placement Subscription Agreement (the “Agreement”)
between the Subscriber and the Issuer to which this Exhibit A is attached. 

This Questionnaire applies only to persons that are U.S.
Purchasers. A “U.S. Purchaser” is: (a) any U.S. Person, (b) any person
purchasing the Note on behalf of any U.S. Person, (c) any person that receives
or received an offer of the Note while in the United States, or (d) any person
that is in the United States at the time the Subscriber’s buy order was made or
this Agreement was executed or delivered. 

The Subscriber understands and agrees that none of the
Securities have been or will be registered under the 1933 Act, or applicable
state, provincial or foreign securities laws, and the Securities are being
offered and sold to the Subscriber in reliance upon the exemption provided in
Section 4(a)(2) of the 1933 Act and Rule 506 of Regulation D under the 1933 Act
for non-public offerings. The Securities are being offered and sold within the
United States only to “accredited investors” as defined in Rule 501(a) of
Regulation D. The Securities offered hereby are not transferable except in
accordance with the restrictions described herein and the Agreement. 

The Subscriber represents, warrants, covenants and certifies
(which representations, warranties, covenants and certifications will survive
the Closing) to the Issuer (and acknowledges that the Issuer is relying thereon)
that: 

1.          
it has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the Securities
and it is able to bear the economic risk of loss of its entire investment; 

2.          
the Issuer has provided to it the opportunity to ask questions and receive
answers concerning the terms and conditions of the Offering and it has had
access to such information concerning the Issuer as it has considered necessary
or appropriate in connection with its investment decision to acquire the
Securities; 

3.          
it is acquiring the Securities for its own account, for investment purposes only
and not with a view to any resale, distribution or other disposition of the
Securities in violation of the United States securities laws; 

4.          
it (i) has adequate net worth and means of providing for its current financial
needs and possible personal contingencies, (ii) has no need for liquidity in
this investment, and (iii) is able to bear the economic risks of an investment
in the Securities for an indefinite period of time; 

5.          
if the Subscriber is an individual (that is, a natural person and not a
corporation, partnership, trust or other entity), then it satisfies one or more
of the categories indicated below (please place an “X” on the appropriate
lines): 

	 	_____________	
      a natural person whose individual net worth, or joint net
      worth with that person’s spouse, exceeds US$1,000,000. For purposes of
      this category, "net worth" means the excess of total assets at fair market
      value (including personal and real property, but excluding the estimated
      fair market value of a person's primary home) over total liabilities.
      Total liabilities excludes any mortgage on the primary home in an amount of up
      to the home's estimated fair market value as long as the mortgage was
      incurred more than 60 days before the Securities are acquired, but
      includes (i) any mortgage amount in excess of the home's fair market value
      and (ii) any mortgage amount that was borrowed during the 60-day period
      before the date of the acquisition of Securities for the purpose of
      investing in the Securities; 



15





	 	 _____________	a natural person who had an individual income
      in excess of US$200,000 in each of the two most recent years, or joint
      income with their spouse in excess of US$300,000 in each of those years
      and has a reasonable expectation of reaching the same income level in the
      current year, or 
	 	 	  
	 	 _____________	a director or executive officer of the Issuer.
    


6.          if the
Subscriber is a corporation, partnership, trust or other entity), then it
satisfies one or more of the categories indicated below (please place an “X” on
the appropriate lines): 

	 	 _____________	
      an organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Securities, with total assets in excess of US$5,000,000;
      

	 	 	
       

	 	 _____________	
      a “bank” as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United
      States) or a business development company as defined in Section 2(a)(48)
      of such Act; a Small Business Investment Company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with total
      assets in excess of US$5,000,000 established and maintained by a state, a
      political subdivision thereof, or an agency or instrumentality of a state
      or a political subdivision thereof, for the benefit of its employees; an
      employee benefit plan within the meaning of the Employee Retirement
      Income Security Act of 1974 (United States) whose investment decisions
      are made by a plan fiduciary, as defined in Section 3(21) of such Act,
      which is either a bank, savings and loan association, insurance company or
      registered investment adviser, or if the employee benefit plan has total
      assets in excess of US$5,000,000, or, if a self- directed plan, whose
      investment decisions are made solely by persons that are accredited
      investors; 

	 	 	
       

	 	 _____________	
      a private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States); 

	 	 	
       

	 	 _____________	
      a trust with total assets in excess of US$5,000,000, not
      formed for the specific purpose of acquiring the Securities, whose
      purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the 1933 Act, or 



16





	 	 _____________	an entity in which all of the equity owners
      satisfy the requirements of one or more of the categories set forth in
      Section 6 of this Questionnaire. 


7.         
 it has not purchased the Securities as a result of any form of general
solicitation or general advertising, including advertisements, articles, notices
or other communications published in any newspaper, magazine or similar media or
broadcast over radio, internet, television or other form of telecommunications,
or any seminar or meeting whose attendees have been invited by general
solicitation or general advertising; 

8.          
if the Subscriber decides to offer, sell or otherwise transfer any of the
Securities, it will not offer, sell or otherwise transfer any of such
Securities, directly or indirectly, unless: 


(a)           the sale is to
the Issuer; 

(b)          
the sale is made outside the United States in a transaction meeting the
requirements of Rule 904 and 905 of Regulation S under the 1933 Act and in
compliance with applicable local laws and regulations in which such sale is
made; 

(c)          
the sale is made pursuant to the exemption from the registration requirements
under the 1933 Act provided by Rule 144 thereunder and in accordance with any
applicable state securities or “blue sky” laws; 

(d)           the
Securities are sold in a transaction that does not require registration under
the 1933 Act or any applicable state laws and regulations governing the offer
and sale of securities; and 

(e)           it
has, prior to such sale pursuant to subsection (b), (c) or (d), furnished to the
Issuer an opinion of counsel of recognized standing reasonably satisfactory to
the Issuer, to such effect. 

9.           it
understands and agrees that there may be material tax consequences to the
Subscriber of an acquisition or disposition of the Securities. The Issuer gives
no opinion and makes no representation with respect to the tax consequences to
the Subscriber under United States, state, local or foreign tax law of the
Subscriber’s acquisition or disposition of the Securities; 

10.          
it consents to the Issuer making a notation on its records or giving
instructions to any transfer agent of the Issuer in order to implement the
restrictions on transfer set forth and described in this Questionnaire and the
Agreement; 

11.          
it is resident in the United States of America, its territories and possessions
or any state of the United States or the District of Columbia (collectively the
“United States”), is a “U.S. Person” as such term is defined in
Regulation S or was in the United States at the time the Securities were offered
or the Agreement was executed; and 

12.          
except as contemplated in the Agreement, it understands that the Issuer has no
obligation to register any of the Securities or to take action so as to permit
sales pursuant to the 1933 Act (including Rule 144 thereunder). 

17




The Subscriber undertakes to notify the Issuer immediately of
any change in any representation, warranty or other information relating to the
Subscriber set forth herein which takes place prior to the closing time of the
purchase and sale of the Securities. 

	Dated: ___________, 2018. 	
	 	X
  
	 	Signature of individual (if Subscriber is an
  
	 	individual) 
	 	 
	 	X
  
	 	Authorized signatory (if Subscriber is not an
    
	 	individual) 
	 	 
	 	 
	 	Name of Subscriber (please print) 
	 	 
	 	 
	 	Name of authorized signatory (please print)
  


18





	EXHIBIT B 
	INSTRUCTIONS FOR WIRING FUNDS 
	  
	  
	ORGENESIS INC. 
	20271 Goldenrod Lane 
	Germantown, MD 20876 
	  
	REMITTANCE INSTRUCTIONS 
	JP Morgan Chase Bank 
	  
	Account Name: 
	Orgenesis Inc. 
	  
	Account #: 
	000000949139307 
	  
	Wire Routing Numbers: 
	Domestic – 021000021 
	  
	International (also referred to as Swift Code) - CHASUS33
    
	  
	ACH Routing Numbers: 
	022300173 


19