Orgenesis Inc. - Exhibit 4.3 - Filed by newsfilecorp.com





EXHIBIT D 
FORM OF WARRANT



THESE WARRANTS ARE NOT TRANSFERABLE 

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. 

ORGENESIS INC. 
(A Nevada Corporation) 


NON-TRANSFERABLE 
WARRANT CERTIFICATE 


CERTIFICATE NO. 2018 _____

	NUMBER OF WARRANTS: ________	RIGHT TO PURCHASE
      __________Shares 


THESE NON-TRANSFERABLE WARRANTS WILL EXPIRE AND BECOME NULL AND
VOID 
AT 5:00 P.M. (PACIFIC TIME) ON THE EXPIRY DATE (AS DEFINED IN THE TERMS
AND 
CONDITIONS ATTACHED TO THIS WARRANT CERTIFICATE. 


NON-TRANSFERABLE SHARE PURCHASE WARRANTS 
TO PURCHASE COMMON
SHARES OF ORGENESIS INC. 


THE WARRANTS ARE REPRESENTED BY THIS CERTIFICATE. 

This is to certify that, for value received, ________________
(the “Holder”) has the right to purchase, upon and subject to the terms
and conditions attached hereto as Appendix “A” (the “Terms and
Conditions”) from October __, 2018 to 5:00 p.m. (Pacific Time) on the Expiry
Date (as defined in the attached Terms and Conditions), the number of fully paid
and non-assessable common shares (the “Shares”) of Orgenesis Inc. (the
“Company”) set out above, by surrendering to the Company, at its offices
at 20271 Goldenrod Lane, Germantown, MD 20876, this Warrant Certificate with a
Subscription in the form attached hereto as Appendix “B”, duly completed and
executed, and cash, bank draft, certified cheque or money order in lawful money
of the United States of America, payable to the order of the Company in an
amount equal to the purchase price per Share multiplied by the number of Shares
being purchased (the “Aggregate Purchase Price”). Subject to adjustment
thereof in the events and in the manner set forth in the Terms and Conditions,
the purchase price per Share on the exercise of each Non-Transferable Share
Purchase Warrant (“Warrant”) evidenced hereby shall be US $7.00
per Share (subject to adjustment as described in the Terms and Conditions). 

These Warrants are issued subject to the Terms and Conditions,
and the Holder may exercise the right to purchase Shares only in accordance with
the Terms and Conditions. 




Nothing contained herein or in the Terms and Conditions will
confer any right upon the Holder or any other person to subscribe for or
purchase any Shares at any time subsequent to the Expiry Date and from and after
such time, these Warrants and all rights hereunder will be void and of no value.


IN WITNESS WHEREOF the Company has caused this Warrant
Certificate to be executed. 

DATED at the City of Scottsdale, in the __________, as of the
________day of _______, _______. 

ORGENESIS INC. 

Per:       
__________________________
              
Name: Neil
Reithinger 
              
Title: Chief Financial Officer 


PLEASE NOTE THAT ALL SHARE CERTIFICATES ISSUED TO NON-U.S.
PERSONS UPON EXERCISE HEREOF MUST BE LEGENDED AS FOLLOWS: 

“THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO
PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933 ACT)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE
UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT 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 STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT.” 

PLEASE NOTE THAT ALL SHARE CERTIFICATES ISSUED TO U.S. PERSONS
UPON EXERCISE HEREOF MUST BE LEGENDED AS FOLLOWS: 

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. 

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APPENDIX “A” 

TERMS AND CONDITIONS dated as of ____________, 2018 (the “Terms
and Conditions”), attached to the Non-Transferable Share Purchase Warrants
issued by Orgenesis Inc. 

1.         
 Definitions

In these Terms and Conditions, unless there is something in the
subject matter or context inconsistent therewith: 

(a)         “Business
Day” means any day other than a Saturday, Sunday, or a day on which banking
institutions in the State of Nevada are authorized or obligated by law or
executive order to close. 

(b)         “Company”
means Orgenesis Inc., a Nevada corporation. If a successor corporation will have
become such as a result of consolidation, amalgamation or merger with or into
any other corporation or corporations, or as a result of the conveyance or
transfer of all or substantially all of the properties and estates of the
Company as an entirety to any other corporation and thereafter “Company” will
mean such successor corporation; 

(c)         “Company’s
Auditors” means an independent firm of accountants duly appointed as auditors of
the Company; 

(d)         “Exercise
Price” means US $7.00 per Share, subject to adjustment as provided in the Terms
and Conditions; 

(e)         “Expiry
Date” means the third anniversary from the date of the issuance of the Note to
the Holder; 

(f)         “herein”,
“hereby” and similar expressions refer to these Terms and Conditions as the same
may be amended or modified from time to time; and the expression “Section”
followed by a number refer to the specified Section of these Terms and
Conditions; 

(g)         “person”
means an individual, corporation, partnership, trustee or any unincorporated
organization and words importing persons have a similar meaning; 

(h)         “Holder”
or “Holders” means the holder of the Warrants and its heirs, executors,
administrators, successors, legal representatives and assigns; 

(i)         “Shares”
means the shares of common stock in the capital of the Company as constituted at
the date hereof and any shares resulting from any subdivision or consolidation
of such shares, issued upon exercise of the Warrants; 

(j)         “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. 

(k)         “Warrants”
means the Non-Transferable Share Purchase Warrants of the Company issued and
presently authorized and for the time being outstanding; and

(l)         “1933
Act” means the United States Securities Act of 1933. 

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2.          
Interpretation 

The division of these Terms and Conditions into sections and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation thereof. Words importing the singular
number include the plural and vice versa and words importing the masculine
gender include the feminine and neuter genders. 

3.          
Applicable Law

The rights and restrictions attached to the Warrants shall be
construed in accordance with the laws of the State of Nevada. 

4.         
 Additional Issuances of Securities

The Company may at any time and from time to time do further
equity or debt financing and may issue additional shares, warrants, convertible
securities, stock options or similar rights to purchase shares of its capital
stock. 

5.          
Replacement of Lost Warrants

In case this Warrant Certificate shall become mutilated, lost,
destroyed or stolen, the Company in its discretion may issue and deliver a new
Warrant Certificate of like date and tenure as the one mutilated, lost,
destroyed or stolen, in exchange for and in place of and upon cancellation of
such mutilated Warrant Certificate, or in lieu of, and in substitution for such
lost, destroyed or stolen Warrant Certificate and the substituted Warrant
Certificate shall be entitled to all benefits hereunder and rank equally in
accordance with its terms with all other Warrants issued or to be issued by the
Company. 

The applicant for the issue of a new Warrant Certificate
pursuant hereto shall bear the cost of the issue thereof and in case of loss,
destruction or theft shall furnish to the Company evidence of ownership and of
loss, destruction or theft of the Warrant Certificate so lost, destroyed or
stolen as shall be satisfactory to the Company and its transfer agent in
accordance with its usual policies and procedures and such applicant may also be
required to furnish indemnity in the amount and form satisfactory to the Company
and its transfer agent in accordance with its usual policies and procedures, and
shall pay the reasonable charges of the Company in connection therewith. 

6.         
 Warrant Holder Not a Shareholder

The holding of a Warrant Certificate will not constitute the
Holder as a shareholder of the Company, nor entitle the Holder to any right or
interest in respect thereof except as is expressly provided in the Warrant
Certificate or these Terms and Conditions. 

7.          
Warrants Not Transferable

The Warrants and all rights attached thereto are not
transferable. 

8.           Notice
to Holders

Any notice required or permitted to be given to the Holder will
be in writing and may be given by prepaid registered post, electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy to the address of the Holder appearing on the Warrant Certificate
or to such other address as any Holder may specify by notice in writing to the
Company, and any such notice will be deemed to have been given and received by the Holder to whom it
was addressed if mailed, on the third day following the mailing thereof, if by
facsimile or other electronic communication, on successful transmission, or, if
delivered, on delivery; but if at the time of mailing or between the time of
mailing and the third Business Day thereafter there is a strike, lockout, or
other labour disturbance affecting postal service, then the notice will not be
effectively given until actually delivered. 

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9.          
  Notice to the Company

Any notice required or permitted to be given to the Company
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Company set forth below or such
other address as the Company may specify by notice in writing to the Holder, and
any such notice will be deemed to have been given and received by the Company to
whom it was addressed if mailed, on the third day following the mailing thereof,
if by facsimile or other electronic communication, on successful transmission,
or, if delivered, on delivery; but if at the time or mailing or between the time
of mailing and the third Business Day thereafter there is a strike, lockout, or
other labour disturbance affecting postal service, then the notice will not be
effectively given until actually delivered: 

Orgenesis Inc. 
c/o Eventus Advisory Group, LLC 
14201 N.
Hayden Road, Suite A-1 
Scottsdale, AZ 85260 
Attention: Neil Reithinger,
CFO 


10.        
Method of Exercise of Warrants 

The right to purchase Shares conferred by the Warrants may be
exercised by the Holder of such Warrant by surrendering it to the Company, with
a duly completed and executed subscription in the form attached as Appendix “B”
and cash, bank draft, certified cheque or money order payable to or to the order
of the Company for the Aggregate Purchase Price subscribed for in lawful money
of the United States of America. 

11.         Mandatory
Exercise of Warrants

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 (the “Mandatory Exercise Measuring
Period”), then the Company shall have the right to require the Holder to
exercise all or any portion of this Warrant still unexercised for a cash
exercise, as designated in the Mandatory Exercise Notice on the Mandatory
Exercise Date (each as defined below) into fully paid, validly issued and
nonassessable shares of Common Stock in accordance with Section 10 hereof at the
Exercise Price as of the Mandatory Exercise Date (as defined below) (a
“Mandatory Exercise”). The Company may exercise its right to require
exercise under this Section 5 by delivering within not more than five (5)
Trading Days following the end of such Mandatory Exercise Measuring Period a
written notice thereof by electronic mail to the Holder (the “Mandatory
Exercise Notice” and the date that the Holder received such notice is
referred to as the “Mandatory Exercise Notice Date”). The Mandatory
Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state
(I) the Trading Day on which the Mandatory Exercise shall occur, which shall be
the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the
“Mandatory Exercise Date”) and (II) the aggregate number of Warrants
which the Company has elected to be subject to such Mandatory Exercise from the
Holder (the “Mandatory Exercise Amount”) pursuant to this Section 11.


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12.         Effect
of Exercise of Warrants 

Upon surrender and payment as aforesaid, the Shares so
subscribed for shall be deemed to have been issued and such Holder shall be
deemed to have become the holder (or holders) of record of such Shares on the
date of such surrender and payment and such Shares shall be issued at the
Exercise Price in effect on the date of such surrender and payment. 

Within ten Business Days after surrender and payment as
aforesaid, the Company shall forthwith cause to be delivered to the person or
persons in whose name or names the Shares so subscribed for are to be issued as
specified in such subscription or mailed to him or them at his or their
respective addresses specified in such subscription, a certificate or
certificates for the appropriate number of Shares not exceeding those which the
Holder is entitled to purchase pursuant to the Warrant surrendered. 

13.         Subscription
for Less than Entitlement

The Holder of any Warrant may subscribe for and purchase a
number of Shares less than the number which he is entitled to purchase pursuant
to the surrendered Warrant. In the event of any purchase of a number of Shares
less than the number which can be purchase pursuant to a Warrant, the Holder,
upon exercise thereof, shall be entitled to receive a new Warrant Certificate in
respect of the balance of the Shares which he was entitled to purchase pursuant
to the surrendered Warrant Certificate and which were not then purchased. 

14.         Warrants
for Fractions of Shares

To the extent that the Holder of any Warrant is entitled to
receive on the exercise or partial exercise thereof a fraction of a Share, such
right may be exercised in respect of such fraction only in combination with
another Warrant or other Warrants which in the aggregate entitle the Holder to
receive a whole number of such Shares. 

15.         Expiration
of Warrants

After the expiration of the Expiry Period, all rights
thereunder shall wholly cease and terminate and such Warrants shall be void and
of no further force and effect. 

16.         Adjustment
of Exercise Price

The Exercise Price and the number of Common Shares deliverable
upon the exercise of the Warrants shall be subject to adjustment in the event
and in the manner following: 

(a)         If and
whenever the Shares at any time outstanding shall be subdivided into a greater
or consolidated into a lesser number of Shares, the Exercise Price shall be
decreased or increased proportionately, as the case may be, and upon any such
subdivision or consolidation, the number of Shares deliverable upon the exercise
of the Warrants shall be increased or decreased proportionately, as the case may
be; 

(b)         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, each Warrant
shall, after such capital reorganization, reclassification of capital,
consolidation, merger, amalgamation or sale, confer the right to purchase 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 Warrants been exercised,
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 in Sections 13 to 20 hereof with respect to the rights and interest
thereafter of the Holders of the Warrants to the end that the provisions set
forth in Sections 13 to 20 hereof 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 16(b). 

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The adjustments provided for in this Section 16 pursuant to any
Warrants are cumulative .and will become effective immediately after the record
date for, or, if no record date is fixed, the effective date, of the event which
results in such adjustments. 

17.         Determination
of Adjustments

If any questions shall at any time arise with respect to the
Exercise Price or any adjustments provided for in this Warrant, such questions
shall be conclusively determined by the Company’s Auditors, from time to time,
or, if they decline to so act, any other firm of chartered accountants that the
Company may designate and who shall have access to all appropriate records and
such determination shall be binding upon the Company and the Holders. 

18.         Covenants
of the Company

The Company will reserve and there will remain unissued out of
its authorized capital a sufficient number of Shares to satisfy the rights of
purchase provided for in the Warrants should the Holders of all the Warrants
from time to time outstanding determine to exercise such rights in respect of
all Shares which they are or may be entitled to purchase pursuant thereto. 

19.        
Immunity of Shareholders, etc.

The Holder hereby waives and releases any right, cause of
action or remedy now or hereafter existing in any jurisdiction against any past,
present or future incorporator, shareholder, director or officer (as such) of
the Company for the issue of Shares pursuant to any Warrant or on any covenant,
agreement, representation or warranty by the Company herein contained. 

20.         Modification
of Terms and Conditions for Certain Purposes

From time to time the Company may, subject to the provisions of
these presents, and it shall, when so directed by these presents, modify the
terms, and conditions hereof, for any one or more of any of the following
purposes: 

(a)         making
such provisions not inconsistent herewith as may be necessary or desirable with
respect to matters or questions arising hereunder or for the purpose of
obtaining a listing or quotation of the Warrants on any stock exchange or
quotation system; 

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(b)         adding
to or altering the provisions hereof in respect of the registration and transfer
of Warrants making provisions for the exchange of Warrants of different
denominations; and making any modification in the form of the Warrants which
does not affect the substance thereof; 

(c)         for
any other purpose not inconsistent with the terms hereof, including the
correction or recertification of any ambiguities, defective provisions, errors
or omissions herein; and 

(d)         to
evidence any successions of any corporation and the assumption of any successor
of the covenants of the Company herein and in the Warrants contained as provided
herein. 

21.         United
States Restrictions

These Warrants and the Shares issuable upon the exercise of
these Warrants have not been and will not be registered under the 1933 Act as
amended or any state securities laws. These Warrants may not be exercised in the
United States (as defined in Regulation S under the 1933 Act) unless these
Warrants and the Shares issuable upon exercise hereof have been registered under
the 1933 Act, and any applicable state securities laws or unless an exemption
from such registration is available. 

DATED as of the date first above written in these Terms and
Conditions. 

ORGENESIS INC. 

Per:     
__________________________________________
            
Name: Neil
Reithinger 
            
Title: Chief Financial Officer 


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APPENDIX “B” 

SUBSCRIPTION FORM

(ONE NON-TRANSFERABLE SHARE PURCHASE WARRANT IS 
REQUIRED TO
SUBSCRIBE FOR EACH COMMON SHARE) 


TO:      ORGENESIS INC.

20271 Goldenrod Lane 
Germantown, MD 20876 


The undersigned, bearer of the attached Non-Transferable Share
Purchase Warrants, hereby subscribes for _____________ of shares of common stock
of Orgenesis Inc. (the “Company”) referred to in the Warrants according
to the conditions thereof and herewith makes payment of the purchase price in
full for the said number of shares at the price of U.S. $7.00 per share if
exercised on or before 5:00 p.m. (Pacific Time) on the Expiry Date (as that term
is defined in the Terms and Conditions attached to the Non-Transferable Share
Purchase Warrant). Cash, a certified cheque, bank draft or money order is
enclosed herewith for such amount. 

The undersigned hereby directs that the shares hereby
subscribed for be issued and delivered as follows: 

	Name(s) in Full 	 	Address(es) 	 	Number of Shares 
	 	 	 	 	 
	 	 	 	 	 


(Please print full names in which share certificates are to be
issued. The Share must be issued in the name of the Holder.) 

DATED this ______ day of ___________________, 20___ . (the
“Exercise Date”) 

	 	 	 
	Witness 	 	Signature 
	Please print your name and address in full 	 	  
	  	 	  
	  	 	Address
    ________________________________________
	 	 	 
	 	 	               
      ________________________________________


TERMS AND CONDITIONS 

The Warrants are issued subject to the Terms and Conditions,
which are attached to the Warrant Certificate delivered to the Holder.

9




[APPLIES TO NON-U.S. PERSONS ONLY:] 

REPRESENTATIONS AND WARRANTIES 

The undersigned represents and warrants that the undersigned is
not a “U.S. person”, as such term is defined in Regulation S as promulgated
under the United States Securities Act of 1933, as at the Exercise Date. The
undersigned represents and warrants that the representations and warranties in
the subscription agreement between the undersigned and the Company dated the
Holder are true and correct as of the date of the Exercise Date. 

LEGENDS

The certificates representing the shares acquired on the
exercise of the Warrants will bear a legend in substantially the following form:


“THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO A
PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN)
OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT 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 STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY
REGULATION S UNDER THE 1933 ACT.” 

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