Orgenesis Inc. - Exhibit 4.2 - Filed by newsfilecorp.com






EXHIBIT C 

FORM OF NOTE 

THIS CONVERTIBLE NOTE (THE “NOTE”) AND THE SECURITIES
ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR UNDER ANY
STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, PLEDGED, SOLD, ASSIGNED,
TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS AN EXEMPTION EXISTS OR UNLESS SUCH
DISPOSITION IS NOT SUBJECT TO THE SECURITIES ACT OR STATE SECURITIES LAWS, AND
THE AVAILABILITY OF ANY EXEMPTION OR THE INAPPLICABILITY OF SUCH SECURITIES LAWS
MUST BE ESTABLISHED BY AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL WILL BE
REASONABLY SATISFACTORY TO THE COMPANY. 

Issue Date: November 13, 2018 

$ 250,000 

TWO PERCENT (2%) UNSECURED CONVERTIBLE NOTE 

1.         
General 

FOR VALUE RECEIVED, Orgenesis Inc. (the
“Company”) promises to pay to the order of Avner Sonnino
(the “Holder”) the principal sum of Two Hundred Fifty Thousand
Dollars ($250,000) in lawful currency of the United States (the
“Principal Amount”) and to pay interest to the Holder on the aggregate
unconverted and then outstanding Principal Amount at the rate of two percent
(2.0%) per annum, on November 13, 2021 (the “Maturity Date”). 

This Note has been entered into pursuant to the terms of a
subscription agreement between the Company and the Holder, dated of even date
herewith (the “Subscription Agreement”), and shall be governed by the
terms of such Subscription Agreement. Unless otherwise separately defined
herein, all capitalized terms used in this Note shall have the same meaning as
is set forth in the Subscription Agreement. 

Interest payable on this Note shall accrue on the outstanding
Principal Amount at a rate per annum of two percent (2%) computed on the basis
of the actual number of days elapsed and a year of 365 days. Interest shall be
payable in arrears together with, at the same time and in the same manner as
payment of Principal Amount, on the Maturity Date, whether by acceleration or
otherwise. 

Payment of this Note shall be paid to the Holder by the Company
by wire transfer in accordance with the wiring instructions set out by Holder at
time of payment (or such other instructions as the Holder may give the Company
of from time to time) (or such other method as may be mutually agreed to by the
Holder and the Company from time to time). THIS NOTE MAY NOT BE TRANSFERRED
OR EXCHANGED. 

2.        
 Event of Default For the purposes of this Note, the Company
shall be in default upon the occurrence of any one or more of the following
events (each such event being an “Event of Default”): 

            (a)       
default shall be made in the payment of any installment of principal or interest
on this Note or any other sum secured hereby when due and the Company fails to
cure such default within ten (10) days after written notice of default is sent
to the Company; 




            (b)       
there is a material default by the Company in the observance or performance of
any non-monetary covenant or agreement contained herein and the Company fails to
cure such default within thirty (30) days after written notice of default is
sent to the Company (or within such other time period as may be therein
specifically provided); 

            (c)       
there is a breach by the Company of any material representation or warranty
contained herein; 

            (d)       
the Company shall file a voluntary petition in bankruptcy or shall be
adjudicated bankrupt or insolvent, or shall file any petition or answer seeking
or acquiescing in any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief for itself under any present or
future federal, state or other statute, law or regulation relating to
bankruptcy, insolvency or other relief for debtors; or shall seek, consent to,
or acquiesce in, the appointment of any trustee, receiver or liquidator of the
Company or of all or substantially all of the assets of the Company (the
“Assets”), or of any or all of the royalties, revenues, rents, issues or
profits thereof, or shall make any general assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts generally as
they become due; 

            (e)       
a petition to a court of competent jurisdiction shall be filed for the entry of
an order, judgment or decree approving a petition filed against the Company
seeking any reorganization, dissolution or similar relief under any present or
future federal, state or other statute, law or regulation relating to
bankruptcy, insolvency or other relief for debtors, and such petition shall
remain unvacated or not removed for an aggregate of sixty (60) days (whether or
not consecutive) from the first date of entry thereof or rejected by such court;
or any trustee, receiver or liquidator of the Company or of all or any part of
the Assets, or of any or all of the royalties, revenues, rents, issues or
profits thereof, shall be appointed without the consent or acquiescence of the
Company and such appointment shall remain unvacated and unstayed for an
aggregate of sixty (60) days (whether or not consecutive); 

            (f)       
a writ of execution or attachment or any similar process shall be issued or
levied against all or any part of or interest in the Assets, or any judgment
involving monetary damages shall be entered against the Company which shall
become a lien on the Assets or any portion thereof or interest therein and such
execution, attachment or similar process or judgment is not released, bonded,
satisfied, vacated or stayed within sixty (60) days after its entry or levy; or


            (g)       
the Company ceases or threatens to cease to carry on its business; or 

            (h)       
the Company admits its inability to pay its debts upon their falling due. 

If any Event of Default occurs, subject to any cure period, the
full Principal Amount, together with interest and other amounts owing in respect
thereof to the date of acceleration shall become, at the Holder’s election,
immediately due and payable in cash. Upon payment of the full Principal Amount,
together with interest and a default interest at the rate of 12% per annum
(accruing as from the time of occurrence of the Event of Default) and other
amounts owing in respect thereof, in accordance herewith, this Note shall
promptly be surrendered to or as directed by the Company. The Holder need not
provide, and the Company hereby waives any presentment, demand, protest or other
notice of any kind, and the Holder may immediately and without expiration of any
grace period enforce any and all of its rights and remedies hereunder and all
other remedies available to it under applicable law. Such declaration may be
rescinded and annulled by the Holder at any time prior to payment hereunder and
the Holder shall have all rights as a Note holder until such time, if any, as
the full payment under this Section 2 shall have been received by it. No such rescission or annulment shall affect
any subsequent Event of Default or impair any right consequent thereon. 

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3.        
 Conversion. This Note, all or any part of the
Principal Amount of the Note, plus accrued and unpaid interest thereon, shall be
convertible into either of the following in the sole discretion of the Holder:
(i) Units consisting of (1) Conversion Shares and one (1) Warrant Share (such
Warrant Shares to be issued at the Exercise Price pursuant to the terms of the
Warrant) or (ii) the Hemogenyx Securities. 

            3.1       
Conversion Price; Conversion Shares. The conversion price for the
Principal Amount and interest under this Note shall be either of the following:
(i) $7.00 in the event the Holder elects to convert the Principal Amount and
interest under this Note into Units or (ii) a price per share based on a
pre-money valuation of Hemogenyx of US$12,000,000 in the event the Holder elects
to convert the Principal Amount and interest under this Note into the Hemogenyx
Securities (each applicable price being referred to as the “Conversion
Price”). The number of Units or Hemogenyx Securities (as applicable)
issuable upon a conversion hereunder shall be determined by the quotient
obtained by dividing (x) the outstanding Principal Amount of this Note, plus
accrued and unpaid interest thereon, to be converted by (y) the applicable
Conversion Price. 

            3.2       
Mandatory Conversion. At any time after the first two (2) years of this
Agreement, the entire Principal Amount under this Note, plus accrued and unpaid
interest thereon, shall automatically convert into Units if at any time from and
after the date hereof, the closing price of the Company’s Common Stock on the
Nasdaq Capital Market (or other national stock exchange or market on which the
Common Stock is then listed or quoted) equals or exceeds $20.00 per share (which
amount may be adjusted for certain capital events, such as stock splits, as
described herein) for thirty (30) consecutive Trading Days (a “Conversion
Event”). The Principal Amount under this Note, plus accrued and unpaid
interest thereon, shall convert at $7.00 per share. Within five (5) Business
Days after such Conversion Event, the Company shall notify the Holder that the
Note must be automatically converted pursuant to this Section 3.2 and specify
the Principal Amount of the Note and accrued interest that will automatically
converted and the date on which such conversion was effected.

            3.2       
Voluntary Conversion. During the Converison Period (as may be extended
pursuant to the terms of the Subscription Agreement), this Note shall be
convertible (pursuant to Section 1.2 and 1.3 of the Subscription Agreement), in
whole or in part, into Units or Hemogenyx Securities at the option of the
Holder, at any time and from time to time, at the applicable Conversion Price.
The Holder shall effect conversions by delivering to the Company a Notice of
Conversion, the forms of which is attached hereto as Annex A for
conversion into the Units and Annex B for the conversion into Hemogenyx
Securities (each, a “Notice of Conversion”), specifying therein the
Principal Amount of this Note and accrued interest, if any, to be converted, and
the date on which such conversion shall be effected (such date, the
“Conversion Date”). If no Conversion Date is specified in a Notice of
Conversion, the Conversion Date shall be the date that such Notice of Conversion
is deemed delivered hereunder. To effect conversions hereunder, the Holder shall
not be required to physically surrender this Note to the Company unless the
entire Principal Amount of this Note, plus all accrued and unpaid interest
thereon, has been so converted in which case the Holder shall surrender this
Note as promptly as is reasonably practicable after such conversion without
delaying the Company’s obligation to deliver the Units otherwise pursuant to the
terms of this Note. Conversions hereunder shall have the effect of lowering the
outstanding Principal Amount of this Note in an amount equal to the applicable
conversion. The Holder and the Company shall maintain records showing the
Principal Amount(s) converted and the date of such conversion(s). The Company
may deliver an objection to any Notice of Conversion within five (5) Business
Days of delivery of such Notice of Conversion. The Holder, and any assignee by
acceptance of this Note, acknowledge and agree that, by reason of the provisions
of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note
may be less than the amount stated on the face hereof.

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            3.3       
Reservation of Common Stock. The Company shall reserve and keep available
out of its authorized but unissued shares of Common Stock, solely for the
purpose of effecting the conversion of this Note and the exercise of the
Warrants, that number of shares of Common Stock equal to sum of (i) the number
of shares of Common Stock into which the Note is convertible from time to time
based upon the Conversion Price, plus (ii) the number of shares of Common Stock
for which the Warrants are exercisable from time to time based upon the Exercise
Price.In the event the Holder elects to convert the Principal Amount and
interest owed under the Note into Hemogenyx Securities, the Company makes no
representation or warranties of any kind with respect to the Hemogenyx
Securities and the reservation and availability thereof pursuant to the terms of
this Note and the Subscription Agreement.

            3.4       
Delivery. In the event the Holder elects to convert the Principal Amount
and interest owed under this Note into Units, then not later than ten Business
Days after any Conversion Date, the Company will deliver to the Holder, either
by overnight courier service to the address of the Holder set out on page 1 of
this Note (or such other address as the Holder may notify the Company of from
time to time in accordance with Section 5 hereof) or electronically, at the
discretion of the Holder, certificates representing the Conversion Shares and
Warrants (bearing such legends as may be required by applicable law)
representing the aggregate number of Conversion Shares and Warrants being
acquired upon conversion. In the event the Holder elects to convert the
Principal Amount and interest owed under this Note into the Hemogenyx
Securities, the Company undertakes to use reasonable efforts to have Hemogenyx
issue the Hemogenyx Securities in the name of the Holder in a timely manner.

            3.5       
Fractional Shares and Warrants. Upon a conversion hereunder, the Company
shall not be required to issue certificates representing fractions of any
Conversion Shares or Warrants, and the number of Conversion Shares and Warrants
shall be rounded down to the nearest whole number. 

            3.6        Issuance of
Replacement Note. Upon any partial conversion of this Note, a replacement
Note containing the same date and provisions of this Note shall, at the written
request of the Holder, be issued by the Company to the Holder for the
outstanding Principal Amount of this Note and accrued interest which shall not
have been converted or paid, provided Holder has surrendered an original Note to
the Company. In the event that the Holder elects not to surrender a Note for
reissuance upon partial payment or conversion, the Holder hereby indemnifies the
Company against any and all loss or damage attributable to a third-party claim
in an amount in excess of the actual amount then due under the Note.

4.        
 Adjustments 

4.1        If, at any time
while any portion of this Note remains outstanding, the Company effectuates a
stock split or reverse stock split of its Common Stock or issues a dividend on
Common Stock consisting of shares of Common Stock, the Conversion Price and any
other amounts calculated as contemplated hereby or by any of the other
Agreements shall be equitably adjusted to reflect such action. By way of
illustration, and not in limitation, of the foregoing, (i) if the Company
effectuates a 2:1 split of its Common Stock, thereafter, with respect to any
conversion for which the Company issues shares after the record date of such
split, the Conversion Price shall be deemed to be one-half of what it had been
immediately prior to such split; (ii) if the Company effectuates a 1:10 reverse
split of its Common Stock, thereafter, with respect to any conversion for which
the Company issues shares after the record date of such reverse split, the
Conversion Price shall be deemed to be ten times what it had been calculated to
be immediately prior to such split; and (iii) if the Company declares a stock
dividend of one share of Common Stock for every 10 shares outstanding,
thereafter, with respect to any conversion for which the Company issues shares
after the record date of such dividend, the Conversion Price shall be deemed to
be such amount multiplied by a fraction, of which the numerator is
the number of shares (10 in the example) for which a dividend share will be
issued and the denominator is such number of shares plus the dividend share(s)
issuable or issued thereon (11 in the example). 

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4.2        In case of any
capital reorganization or of any reclassification of the capital of the Company
or in case of the consolidation, merger or amalgamation of the Company with or
into any other company or of the sale of the assets of the Company as or
substantially as an entirety or of any other company, this Note shall, after
such capital reorganization, reclassification of capital, consolidation, merger,
amalgamation or sale, confer the right to convert into that number of shares or
other securities or property of the Company or of the company resulting from
such capital reorganization, reclassification, consolidation, merger,
amalgamation or to which such sale shall be made, as the case may be, to which
the Holder of the shares deliverable at the time of such capital reorganization,
reclassification of capital, consolidation, merger, amalgamation or sale had the
Note been converted would have been entitled on such capital reorganization,
reclassification, consolidation, merger, amalgamation or sale and in any such
case, if necessary, appropriate adjustments shall be made in the application of
the provisions set forth herein with respect to the rights and interest
thereafter of the Holders of the Notes to the end that the provisions set forth
herein shall thereafter correspondingly be made applicable as nearly as may
reasonable be expected in relation to any shares or other securities or property
thereafter deliverable on the exercise of the Warrants. The subdivision or
consolidation of the shares at any time outstanding into a greater or lesser
number of shares (whether with or without par value) shall not be deemed to be a
capital reorganization or a reclassification of the capital of the Company for
the purposes of this Section. 

5.         
Notices

5.1        Any and all
notices or other communications or deliveries to be provided by the Holder
hereunder, including, without limitation, any Conversion Notice, shall be in
writing, sent by a nationally recognized overnight courier service or by
electronic mail, addressed to the Company: Orgenesis Inc., Attn: Neil
Reithinger, CFO, 14201 N. Hayden Road, Suite A-1, Scottsdale, AZ 85260, Email:
neil.r@orgenesis.com or such other address as the Company may specify for such
purposes by notice to the Holder delivered in accordance with this Section 5.
The address of the Holder is: _____________________, Attention:
___________________Email: ______________________. 

5.2        Any and all
notices or other communications or deliveries to be provided by the Company
hereunder shall be in writing and delivered personally, by facsimile, sent by a
nationally recognized overnight courier service addressed to the Holder at the
Email or street address of the Holder appearing on page 1 of this Note (or such
other address as the Holder may notify the Company of from time to time in
accordance with this Section 5), or if no such email or street address appears,
at the address of the Holder to which this Note was delivered. 

5.3        Any notice or
other communication or deliveries hereunder shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or communication
is delivered via electronic mail at the address specified in this Section 5
prior to 5:30 p.m. (U.S. Eastern Time), (b) the date after the date of
transmission, if such notice or communication is delivered via electronic mail
at the Email address specified in this Section 5 later than 5:30 p.m. (U.S.
Eastern Time) on any date and earlier than 11:59 p.m. (U.S. Eastern Time) on
such date, (c) the second Business Day following the date of mailing, if sent by
nationally recognized overnight courier service, or (d) upon actual receipt by
the party to whom such notice is required to be given. 

6.        
 Definitions

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For the purposes hereof, in addition to the terms defined
elsewhere in this Note, the following terms shall have the following meanings:


            (a)       
“Business Day” means any day on which banking institutions in New York
are open for business; and 

            (b)       
“Person” means a corporation, an association, a partnership,
organization, a business, an individual, a government or political subdivision
thereof or a governmental agency. 

            (c)       
“Trading Day” means any day on which the Common Stock is traded on The
Nasdaq Capital Market, or, if The Nasdaq Capital Market is not the principal
trading market for the Common Stock, then on the principal securities exchange
or securities market on which the Common Stock is then traded. 

7.         
Replacement of Note if Lost or Destroyed 

If this Note shall be mutilated, lost, stolen or destroyed, the
Company shall execute and deliver, in exchange and substitution for and upon
cancellation of a mutilated Note, or in lieu of or in substitution for a lost,
stolen or destroyed Note, a new Note for the balance outstanding at such time
with respect to the Principal Amount, but only upon receipt of evidence of such
loss, theft or destruction of such Note, and of the ownership hereof, and
indemnity, if requested, all reasonably satisfactory to the Company. 

8.        
 Governing Law 

All questions concerning the construction, validity,
enforcement and interpretation of this Note shall be governed by and construed
and enforced in accordance with the internal laws of New York, without regard to
the principles of conflicts of law thereof. Any dispute arising under or in
relation to this Note shall be resolved exclusively in the competent courts in
New York, and each of the parties hereby submits irrevocably to the jurisdiction
of such court. 

9.         
Waivers 

Any waiver by the Company or the Holder of a breach of any
provision of this Note shall not operate as or be construed to be a waiver of
any other breach of such provision or of any breach of any other provision of
this Note. The failure of the Company or the Holder to insist upon strict
adherence to any term of this Note on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Note. Any waiver must be
in writing. 

10.        Next
Business Day 

Whenever any payment or other obligation hereunder shall be due
on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day. 

IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed by a duly authorized officer as of the date first above indicated. 

ORGENESIS INC.



	By:	  	 
	 	Authorized Signatory 	 
	 	Name: Neil Reithinger 	 
	 	Title: Chief Financial Officer
	 


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ANNEX A 

NOTICE OF CONVERSION FOR ORGENESIS UNITS 

            The
undersigned hereby irrevocably elects to convert $_______________of the
Principal Amount of the above Note into Conversion Shares and Warrant Shares of
Orgenesis Inc., according to the terms and conditions stated therein, as of the
Conversion Date written below. 

Conversion calculations: 

	 	Date to Effect Conversion:
      _____________________________________
	 	 
	 	Principal Amount of Note to be Converted:
      $__________________ 
	 	 
	 	Accrued Interest to be Converted, if any:
      $______________ 
	 	 
	 	Conversion Price: $_________________ 
	 	 
	 	 
	 	Number of Conversion Shares to be issued:
      ________________________
	 	 
	 	Number of shares of Warrants to be issued:
      ________________________
	 	 
	 	Signature:
      __________________________________________________
	 	 
	 	Name:
      _____________________________________________________
	 	 
	 	Address for Delivery of Securities:
      ________________________________
	 	 
	 	 
	 	 
	 	 
	 	Or, if eligible: 
	 	 
	 	DWAC Instructions:
      ___________________________________________
	 	 
	 	Broker No:_____________ 
	 	Account No: _____________


7




ANNEX B 

NOTICE OF CONVERSION FOR IMMUNGENYX SECURITIES 

      
     The undersigned hereby irrevocably elects to
convert $_______________of the Principal Amount of the above Note into Hemogenyx
Securities, according to the terms and conditions stated therein, as of the
Conversion Date written below. 

Conversion calculations: 

	 	Date to Effect Conversion:
      _____________________________________
	 	 
	 	Principal Amount of Note to be Converted:
      $__________________ 
	 	 
	 	Accrued Interest to be Converted, if any:
      $______________ 
	 	 
	 	Conversion Price: $_________________ 
	 	 
	 	Number of Hemogenyx Securities to be issued:
      _____________________
	 	 
	 	 
	 	Signature:
      _________________________________________________
	 	 
	 	Name:
      ____________________________________________________


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