Exhibit 10.1


 





 



 


UNIT
PURCHASE AGREEMENT


 


by
and among


 


Morgenesis
LLC,


 


Orgenesis
Inc.,


 


and


 


MM
OS Holdings, L.P.


 


Dated
November 4, 2022


 





 



 




    	 



     


    

 


TABLE
OF CONTENTS


 





 



 


	 	PAGE
	ARTICLE 1
	Purchase
    and Sale of Company Preferred Units
	 	 
	Section 1.1. Basic Transaction	2
	Section 1.2. Initial Investment	2
	Section 1.3. Payment	2
	Section
    1.4. Calculation of Future Investments	3
	Section
    1.5. Determination of Future Investments	4
	Section 1.6. Earnout	5
	Section 1.7. Calculations	6
	Section 1.8. Closing	6
	Section 1.9. Use of Proceeds	6
	Section
    1.10. Accounts Receivable Adjustment	7
	Section
    1.11. Intercompany Loan Adjustment	8
	 	 
	ARTICLE 2
	Representations
    and Warranties Concerning Transaction
	 	 
	Section
    2.1. Representations and Warranties of Orgenesis Parent	8
	Section
    2.2. Representations and Warranties of Investor	10
	 	 
	ARTICLE 3
	Representations
    and Warranties Concerning the Company and its Subsidiaries
	 	 
	Section
    3.1. Organization, Qualification, and Power	13
	Section
    3.2. Authorization of Transaction	13
	Section
    3.3. Capitalization and Subsidiaries	14
	Section 3.4. Non-contravention	15
	Section 3.5. Brokers’ Fees	16
	Section 3.6. Assets	16
	Section
    3.7. Financial Statements; Interim Conduct	16
	Section
    3.8. Undisclosed Liabilities	17
	Section 3.9. Legal Compliance	18
	Section 3.10. Tax Matters	18
	Section 3.11. Real Property	20
	Section 3.12. Intellectual Property	21
	Section 3.13. Contracts	24
	Section 3.14. Insurance	26
	Section 3.15. Litigation	26
	Section 3.16. Employees	27
	Section 3.17. Employee Benefits	28
	Section 3.18. Debt	30
	Section
    3.19. Environmental, Health, and Safety Matters	30
	Section 3.20. Business Continuity	31
	Section
    3.21. Certain Business Relationships with the Company and its Subsidiaries	32
	Section
    3.22. Customers and Vendors	32
	Section 3.23. Product Warranty	33
	Section 3.24. Product Liability	33
	Section
    3.25. Information Privacy and Data Security	33



 






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	ARTICLE 4
	Covenants
	 	 
	Section 4.1. Conduct of Business	34
	Section 4.2. General	36
	Section 4.3. Litigation Support	36
	Section 4.4. Transition	36
	Section 4.5. Confidentiality	37
	Section
    4.6. Covenant Not to Compete	37
	Section
    4.7. Covenant Not to Solicit	37
	Section 4.8. Enforcement	38
	Section 4.9. Release	38
	Section 4.10. South Korea Sub	39
	Section
    4.11. LLC Agreement Terms	39
	Section
    4.12. Tissue Genesis Earnout	39
	Section 4.13. Theracell JV	39
	Section 4.14. Orgenesis Austria	40
	Section
    4.15. Intercompany Loan Agreements	40
	 	 
	ARTICLE 5
	Conditions
    to the Initial Closing; Termination
	 	 
	Section
    5.1. Conditions of Orgenesis Parent	40
	Section
    5.2. Conditions to Investor’s Obligations at Closing	41
	Section 5.3. Termination	42
	Section 5.4. Effects of Termination	43
	 	 
	ARTICLE 6
	Remedies
    for Breaches of This Agreement
	 	 
	Section
    6.1. Indemnification by Orgenesis Parent	43
	Section
    6.2. Indemnification by Investor	43
	Section
    6.3. Survival and Time Limitations	44
	Section
    6.4. Limitations on Indemnification by Orgenesis Parent	44
	Section
    6.5. Limitations on Indemnification by Investor	45
	Section 6.6. Third-Party Claims	45
	Section
    6.7. Other Indemnification Matters	46



 






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	ARTICLE 7
	Tax
    Matters
	 	 
	Section 7.1. Tax Indemnification	47
	Section 7.2. Straddle Periods	47
	Section
    7.3. Cooperation on Tax Matters	47
	Section 7.4. Certain Taxes	48
	Section 7.5. Tax Election	48
	Section 7.6. Tax Treatment	48
	 	 
	ARTICLE 8
	Definitions
	 	 
	ARTICLE 9
	Miscellaneous
	 	 
	Section
    9.1. Press Releases and Public Announcements	62
	Section
    9.2. No Third-Party Beneficiaries	62
	Section 9.3. Entire Agreement	62
	Section
    9.4. Succession and Assignment	62
	Section 9.5. Counterparts	63
	Section 9.6. Headings	63
	Section 9.7. Notices	63
	Section 9.8. Governing Law	65
	Section
    9.9. Amendments and Waivers	65
	Section 9.10. Injunctive Relief	65
	Section 9.11. Severability	65
	Section 9.12. Expenses	66
	Section 9.13. Construction	66
	Section
    9.14. Incorporation of Exhibits and Disclosure Schedule	66
	Section 9.15. Schedules	66
	Section 9.16. Waiver of Jury Trial	66
	Section 9.17. Exclusive Venue	67
	Section
    9.18. Time to Bring Claims	67


 


EXHIBITS
AND SCHEDULES


 


	Exhibit
    A	—	Second
    Amended and Restated Limited Liability Company Agreement
	Exhibit
    B	—	Debt
    Adjustments
	Exhibit
    C	—	Investor
    Expenses
	 	 	 
	Disclosure
    Schedule	—	Exceptions
    to Representations and Warranties
	Schedule
    9.1	—	Press
    Release


 




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UNIT
PURCHASE AGREEMENT


 


This
Unit Purchase Agreement (this “Agreement”) is entered into on November 4, 2022 by and among MM OS Holdings, L.P. (“Investor”),
Morgenesis LLC, a Delaware limited liability company (the “Company”), and Orgenesis Inc., a Nevada corporation (“Orgenesis
Parent”). Investor, the Company, and Orgenesis Parent are referred to collectively herein as the “Parties”
and individually as a “Party”. Defined terms are contained in Section 8 hereof.


 


PRELIMINARY
STATEMENTS


 


Prior
to the date hereof, Orgenesis Parent consummated a reorganization (the “Reorganization”) pursuant to which Orgenesis
Parent contributed, or caused to be contributed, to the Company (i) all of the equity interests of Orgenesis Maryland LLC, a Maryland
limited liability company, (ii) all of the equity interests of Orgenesis Services SRL, a company organized under the laws of Belgium,
(iii) all of the equity interests of Orgenesis Biotech Israel Ltd., a company organized under the laws of Israel (the “Israel
Sub”), (iv) 94.12% of the equity interests of Orgenesis Korea Co. Ltd., a Korean stock corporation (the “South Korea
Sub”), (v) all of the equity of Orgenesis Germany GmbH, a German limited liability company, (vi) all of the equity interests
of Tissue Genesis International LLC, a Texas limited liability company and (vii) all other assets related to or used in the Business.


 


Orgenesis
Parent owns all of the outstanding equity interests of the Company. Investor desires to make an equity investment in the Company on the
date hereof pursuant to which the Company will issue certain equity interests to Investor and Orgenesis Parent desires to cause the Company
to accept such investment and issue such equity interests to Investor, upon the terms and subject to the conditions set forth in this
Agreement. Consequently, immediately after the Initial Closing, Orgenesis Parent and Investor will own all of the outstanding equity
interests of the Company. Investor has elected to convert the loan amount and all accrued interest thereon, in whole, into Class A Preferred
Units pursuant to the terms of the Loan Agreement (defined below), in connection with the transactions contemplated by this Agreement.


 


For
U.S. federal, and applicable state and local, income tax purposes, the Parties intend to treat each of the Reorganization and the purchase
of the Class A Preferred Units as a purchase in part of assets and a contribution in part described in Section 721 of the Code and consistent
with Internal Revenue Service Revenue Ruling 99-5 (the “Tax Treatment”).


 




    	 



     


    

 


AGREEMENT


 


Now,
therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties,
covenants and other valuable consideration herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties
agree as follows:


 


Article
1

Purchase and Sale of Company Preferred Units


 


Section
1.1. Basic Transaction. In accordance with the terms and upon the conditions of this Agreement, at the Initial Closing the Company
shall issue to Investor, and Investor shall purchase, 3,019,651 Class A Preferred Units of the Company (the “Class A Preferred
Units”), free and clear of all Liens, such units representing 22.311% of the outstanding Non-Incentive Unit (as
defined in the LLC Agreement) equity interests of the Company as of the Initial Closing Date based on an equity value of $110,179,082
(the “Purchase Price”), which is equal to an enterprise value of $125,000,000 less the Debt Adjustments and is subject
to adjustment pursuant to Sections 1.10 and 1.11.


 


Section
1.2. Initial Investment. The purchase price for the 3,019,651 Class A Preferred Units is $30,196,510 (the “Initial Investment”),
consisting of $20,000,000 in cash (the “Cash Payment”) and $10,196,5102 satisfied by conversion of the
Investor’s then-outstanding senior secured convertible loans in accordance with the Loan Agreement.


 


Section
1.3. Payment.


 


(a)
Initial Closing Payments. At the Initial Closing, Investor shall pay the Cash Payment to the Company, minus any Investor Expenses
in accordance with ‎Section 9.12(b).


 


(b)
Future Investments. Within twenty (20) days after the Future Investments become final and binding in accordance with ‎Section
1.5, Investor shall make such Future Investments, if any, to the Company.


 


(c)
Earnout Payment. Within twenty (20) days after the Earnout Payment (if any) becomes final and binding in accordance with Section 1.6,
Investor shall make such Earnout Payment, if any, to Orgenesis Parent.


 


(d)
Payments. All payments to the Company pursuant to this ‎Section 1.3 shall be made by wire transfer of immediately available
funds to an account designated by the Company in writing at least five (5) days prior to the date of payment.


 


(e)
Withholding. The Parties and any other applicable withholding agent of Investor will be entitled to deduct and withhold from any amounts
payable pursuant to or contemplated by this Agreement any Taxes required to be deducted and withheld under the Code or any applicable
Law, and, to the extent that any amounts are so deducted or withheld, such amounts will be treated for all purposes of this Agreement
as having been paid to the Person in respect of which such deduction and withholding was made.


 


 






1
Note to Draft: Percentage assumes $5.0 million of secondary proceeds in total at Closing (inclusive of amounts distributed
to Orgenesis Parent at Closing of the loan in August 2022).


 


2
Note to Draft: Assumes a Closing of November 11, 2022. Amounts to be updated to reflect the accrued interest as of Closing,
if not November 11, 2022.


 




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Section
1.4. Calculation of Future Investments.


 


(a)
If, during the twelve month period ending on December 31, 2022 (the “First Measurement Period”), the Company and its
Subsidiaries generate Net Revenue equal to or greater than $30,000,000 (the “First Milestone”), and the shareholders
of Orgenesis Parent have approved the LLC Agreement Terms prior to the LLC Agreement Terms Deadline in accordance with Law (which requires
the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting of shareholders)
and in a manner that will ensure that Investor is able to exercise its rights under the LLC Agreement without any further action or approval
by Investor, Orgenesis Parent, the shareholders of Orgenesis Parent or any other Person (collectively, “Proper Approval”,
and the act of providing such Proper Approval shall be referred to as “Properly Approved”), then Investor shall make
an investment in the Company equal to $10,000,000 in cash in exchange for 1,000,000 additional Class A Preferred Units (the “First
Future Investment”) within twenty (20) days from the date such First Future Investment becomes final and binding in accordance
with Section 1.5. For the avoidance of doubt, if (i) the Company and its Subsidiaries fail to achieve the First Milestone, or (ii) the
shareholders of Orgenesis Parent have not Properly Approved the LLC Agreement Terms prior to the LLC Agreement Terms Deadline, then the
Investor shall not be required to make (but in its sole discretion may elect to make) the First Future Investment.


 


(b)
If, during the twelve month period ending on December 31, 2023 (the “Second Measurement Period”), the Company and
its Subsidiaries generate Net Revenue equal to or greater than $50,000,000 (the “Second Milestone”), and the shareholders
of Orgenesis Parent have Properly Approved the LLC Agreement Terms, then Investor shall make an investment in the Company equal to $10,000,000
in cash in exchange for 1,000,000 Class B Preferred Units (as defined in the LLC Agreement) (the “Second Future Investment”)
within twenty (20) days from the date such Second Future Investment becomes final and binding in accordance with ‎Section
1.5. For the avoidance of doubt, if (i) the Second Milestone is not achieved or (ii) the shareholders of Orgenesis Parent have not Properly
Approved the LLC Agreement Terms, then the Investor shall not be required to make (but in its sole discretion may elect to make) the
Second Future Investment.


 


(c)
Notwithstanding the foregoing, if the shareholders of Orgenesis Parent have Properly Approved the LLC Agreement Terms and the Company
does not achieve the First Milestone but the Company and its Subsidiaries generate Net Revenue equal or greater to $13,000,000 for the
three months ending March 31, 2023 (the “First Measurement Period Catch-Up”), then the Investor shall make the First
Future Investment in addition to the Second Future Investment within twenty (20) days from the date such Second Future Investment becomes
final and binding in accordance with ‎Section 1.5.


 




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(d)
At any time until consummation of a Company IPO or Change of Control (in each case, as defined in the LLC Agreement), Investor may, in
its sole discretion, elect to invest up to an additional $60,000,000 in the Company in exchange for Preferred Units of the Company (any
such investment, an “Optional Investment”). $10,000,000 of Optional Investment shall be to purchase Class C-1 Preferred
Units based on an enterprise value of $125,000,000, with such enterprise value adjusted by any net debt as of such time; $25,000,000
of Optional Investment shall be to purchase Class C-2 Preferred Units based on an enterprise value of $156,250,000, with such enterprise
value adjusted by any net debt as of such time; and $25,000,000 of Optional Investment shall be to purchase Class C-3 Preferred Units
based on an enterprise value of $250,000,000, with such enterprise value adjusted by any net debt as of such time.


 


(e)
Notwithstanding anything herein to the contrary, in the event Orgenesis Parent fails to obtain Proper Approval of the LLC Agreement Terms
in accordance with Law on or before the LLC Agreement Terms Deadline, the Parties agree that Orgenesis Parent shall not be entitled to
receive (but Investor may, in its sole discretion, elect to make) the First Future Investment or the Second Future Investment.


 


Section
1.5. Determination of Future Investments. Within one hundred twenty (120) days after the end of each of the First Measurement
Period (or First Measurement Period Catch-Up, as applicable) and the Second Measurement Period, the Company shall prepare and deliver
to the Investor a report (each, a “Future Investment Report”) containing the audited financial statements of the Company
and its Subsidiaries on a consolidated basis. In addition, the Company shall prepare a report, for the applicable Measurement Period,
setting forth the Company’s calculation of Net Revenue generated by the Company and its Subsidiaries during such Measurement Period
and the resulting First Future Investment or Second Future Investment, as applicable. If the Investor has any objections to the calculation
of Net Revenue generated by the Company and its Subsidiaries during the applicable Measurement Period and the resulting First Future
Investment or Second Future Investment prepared by the Company, then the Investor will deliver a detailed written statement (each, a
“Future Investment Objections Statement”) describing its objections to the Company within one hundred seventy (170)
days after the end of the applicable Measurement Period. If the Investor fails to deliver the applicable Future Investment Objections
Statement within such one hundred seventy (170) day period, then the calculation of Net Revenue generated by the Company and its Subsidiaries
during the applicable Measurement Period and the resulting applicable Future Investment set forth in the applicable Future Investment
Report shall become final and binding on all Parties. If the Investor delivers the applicable Future Investment Objections Statement
within such one hundred seventy (170) day period, then the Investor and the Company will use commercially reasonable efforts to resolve
any such disputes, but if a final resolution is not obtained within thirty (30) days after the Investor has submitted the applicable
Future Investment Objections Statement, any remaining matters which are in dispute will be resolved by BDO USA, LLP (the “Accountants”).
The Accountants will prepare and deliver a written report to the Company and the Investor and will submit a resolution of such unresolved
disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants’
determination of such unresolved disputes shall be final and binding upon all Parties; provided, however, that no such determination
shall be any more favorable to the Company than is set forth in the applicable Future Investment Report or any more favorable to the
Investor than is proposed in the applicable Future Investment Objections Statement. All costs, expenses and fees of the Accountants shall
be borne by the Party whose calculation of the First Future Investment or Second Future Investment, as applicable, has the greatest difference
from the final First Future Investment or Second Future Investment, as applicable, as determined by the Accountants under this ‎Section
1.5. Upon the First Future Investment and the Second Future Investment, as applicable, becoming final and binding in accordance with
this ‎Section 1.5, the Investor shall pay such First Future Investment (if any) and such Second Future Investment (if any),
as applicable, to the Company in accordance with ‎Section 1.3(b).


 




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Section
1.6. Earnout.


 


(a)
If, during the twelve month period ending on December 31, 2023, the Company and its Subsidiaries generate (i) Net Revenue equal to or
greater than $70,000,000, (ii) Gross Profit equal to or greater than $35,000,000 and (iii) EBITDA equal to or greater than $10,000,000,
then Investor shall make (or cause to be made) a one-time cash payment of $10,000,000 to Orgenesis Parent (the “Earnout Payment”)
in accordance with Section 1.3(c).


 


(b)
Within one hundred twenty (120) days after December 31, 2023, the Company shall prepare and deliver to the Investor a detailed written
report (an “Earnout Report”) setting forth in detail the Company’s good faith calculations of Net Revenue, Gross
Profit and EBITDA of the Company and its Subsidiaries on a consolidated basis for the twelve month period ending on December 31, 2023.
The Earnout Report shall include reasonable detail and be accompanied by (x) supporting documentation, and (y) a certificate duly executed
by an officer of the Company certifying that the Earnout Report, and all amounts and calculations set forth therein, were determined
in accordance with the applicable definitions and provisions of this Agreement. During the one hundred seventy (170) day period immediately
following the Investor’s receipt of the Earnout Report, the Investor and its representatives (i) will be permitted to review, upon
reasonable notice, the Company’s books and records and the working papers related to the preparation of the Earnout Report (including
the determinations included therein), and (ii) will be given access, upon reasonable notice, to knowledgeable employees and accounting
professionals of the Company in order to facilitate the Investor’s review of the Earnout Report. If the Investor has any objections
to any of such calculations prepared by the Company, then the Investor will deliver a detailed written statement (an “Earnout
Objections Statement”) describing its objections to the Company within one hundred seventy (170) days after delivery of the
Earnout Report. If the Investor fails to deliver the Earnout Objections Statement within such one hundred seventy (170) day period, then
the calculations set forth in the Earnout Report shall become final and binding on all Parties. If the Investor delivers the Earnout
Objections Statement within such one hundred seventy (170) day period, then the Investor and the Company will use commercially reasonable
efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after the Investor has submitted
the Earnout Objections Statement, any remaining matters which are in dispute will be resolved by the Accountants. The Accountants will
prepare and deliver a written report to the Company and the Investor and will submit a resolution of such unresolved disputes promptly,
but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants’ determination of such
unresolved disputes shall be final and binding upon all Parties; provided, however, that no such determination shall be
any more favorable to the Company than is set forth in the Earnout Report or any more favorable to the Investor than is proposed in the
Earnout Objections Statement. All costs, expenses and fees of the Accountants shall be borne by the Party whose calculations for purposes
of Section 1.6(a) has the greatest difference from the final calculations for purposes of Section 1.6(a), as determined by the Accountants
under this Section 1.6(b). Upon the Earnout Payment (if any) becoming final and binding in accordance with this Section 1.6, the Investor
shall pay such Earnout Payment (if any) to the Company in accordance with Section 1.3(c).


 




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Section
1.7. Calculations. All calculations of Net Revenue, Gross Profit and EBITDA under this Agreement, whether estimates or otherwise,
shall be determined in accordance with GAAP. Notwithstanding the foregoing, for purposes of Section 1.6, the calculations of Net Revenue,
Gross Profit and EBITDA shall exclude (i) revenue generated from Koligo’s product, KYSLECEL, in the United States, (ii) revenue
received from the Company’s Affiliates, Orgenesis Parent’s Subsidiaries (other than the Company and its Subsidiaries) or
any of the Company’s or its Affiliates’ respective directors, officers, employees, equityholders or other related parties
(excluding ordinary course revenue from Image Securities FZE), and (iii) any amounts received by the Company or any of its Subsidiaries
from any Governmental Body pursuant to a grant or any other similar award or reimbursement.


 


Section
1.8. Closing. The closing of the transactions contemplated by this Agreement with respect to the Initial Investment (the “Initial
Closing”) shall take place on the date all of the conditions set forth in Sections ‎5.1 and ‎5.2 (other
than conditions that by their nature are to be satisfied at the Initial Closing, but subject to the satisfaction or, to the extent permissible,
waiver of those conditions at the Initial Closing) have been satisfied or, to the extent permissible, waived in writing by the party
or parties entitled to the benefit of such conditions, and payment of the Cash Payment is made by the Investor to the Company pursuant
to the terms of this Agreement (the “Initial Closing Date”); provided that the Initial Closing shall not occur
prior to November 11, 2022. In the event there is more than one closing, the term “Closing” shall apply to each such
closing unless otherwise specified and the term “Closing Date” shall apply to the date of each such Closing. The Parties
may execute this Agreement electronically by the mutual exchange of facsimile or portable document format (.PDF) signatures on the Closing
Date. All transactions contemplated herein to occur on and as of the Closing Date shall be deemed to have occurred simultaneously and
to be effective as of 12:01 a.m. New York time on such date.


 


Section
1.9. Use of Proceeds. The Company shall use the proceeds received by the Company from the Cash Payment hereunder as follows: (i)
$25,000,000 of the Initial Investment shall be used to support expansion of the Business, including developing additional POCare Centers
and Orgenesis Mobile Processing Units and Labs (“OMPUL”) capital expenditures, and (ii) $5,000,000 of the Cash Payment
may be distributed to Orgenesis Parent in partial redemption of Orgenesis Parent’s equity of the Company. The Company shall use
the proceeds received by the Company from the Future Investments hereunder as follows: (i) at least $15,000,000 of the Future Investment
shall be used to support expansion of the Business, including developing additional POCare Centers and OMPUL capital expenditures, (ii)
up to $2,500,000 of the First Future Investment may be distributed to Orgenesis Parent in partial redemption of Orgenesis Parent’s
equity of the Company and (iii) up to $2,500,000 of the Second Future Investment may be distributed to Orgenesis Parent in partial redemption
of Orgenesis Parent’s equity of the Company.


 




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Section
1.10. Accounts Receivable Adjustment.


 


(a)
In the event that any accounts receivable of the Company or its Subsidiaries included on Company’s Financial Statements as of September
30, 2022 remain uncollected more than ninety (90) days past scheduled collection date as of the date that is sixty (60) days after the
Closing Date, then the Debt Adjustments shall be adjusted upward accordingly (and as a result, the Purchase Price shall be adjusted downward
accordingly) on a dollar-for-dollar basis for any such uncollected amounts (the “AR Adjustment”). Orgenesis Parent
shall forfeit, for no consideration, a number of common units of the Company (the “Company Common Units”) to give
effect to the AR Adjustment. The Company shall use its good faith efforts to collect all accounts receivable following the Closing.


 


(b)
Within thirty (30) days after January 31, 2023, the Company shall prepare and deliver to the Investor a detailed written report (an “AR
Adjustment Report”) setting forth in detail the accounts receivable of the Company and its Subsidiaries included in the Financial
Statements as of September 30, 2022 that remain uncollected after ninety (90) days past scheduled collection date as of the date that
is sixty (60) days after the Closing Date, the related downward adjustment to the Purchase Price (if any) and the number of Company Common
Units to be forfeited by Orgenesis Parent (if any), for no additional consideration. The AR Adjustment Report shall include reasonable
detail and be accompanied by supporting documentation. During the sixty (60) day period immediately following the Investor’s receipt
of the AR Adjustment Report, the Investor and its representatives (i) will be permitted to review, upon reasonable notice, the Company’s
books and records and the working papers related to the preparation of the AR Adjustment Report (including the determinations included
therein), and (ii) will be given access, upon reasonable notice, to knowledgeable employees and accounting professionals of the Company
in order to facilitate the Investor’s review of the AR Adjustment Report. If the Investor has any objections to the AR Adjustment
Report, then the Investor will deliver a detailed written statement (an “AR Adjustment Objections Statement”) describing
its objections to the Company within sixty (60) days after delivery of the AR Adjustment Report. If the Investor fails to deliver the
AR Adjustment Objections Statement within such sixty (60) day period, then the calculations set forth in the AR Adjustment Report shall
become final and binding on all Parties. If the Investor delivers the AR Adjustment Objections Statement within such sixty (60) day period,
then the Investor and the Company will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is
not obtained within thirty (30) days after the Investor has submitted the AR Adjustment Objections Statement, any remaining matters which
are in dispute will be resolved by the Accountants. The Accountants will prepare and deliver a written report to the Company and the
Investor and will submit a resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute
is submitted to the Accountants. The Accountants’ determination of such unresolved disputes shall be final and binding upon all
Parties; provided, however, that no such determination shall be any more favorable to the Company than is set forth in
the AR Adjustment Report or any more favorable to the Investor than is proposed in the AR Adjustment Objections Statement. All costs,
expenses and fees of the Accountants shall be borne by the Party whose calculations for purposes of Section 1.10(a) has the greatest
difference from the final calculations for purposes of Section 1.10(a), as determined by the Accountants under this Section 1.10(b).
Upon the AR Adjustment becoming final and binding in accordance with this Section 1.10(b), the Purchase Price shall be automatically
adjusted downward accordingly (if applicable) and the applicable number of Company Common Units (if any) of Orgenesis Parent shall be
forfeited and cancelled for no consideration.


 




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Section
1.11. Intercompany Loan. Orgenesis Parent shall use commercially reasonable efforts to terminate the loan between the South Korea
Sub and Orgenesis Parent (the “South Korea Loan”) as promptly as practicable following the Closing (and in no event
more than sixty (60) days after the Closing) without any cost or liability to the South Korea Sub. The outstanding amount of the South
Korea Loan as of the date hereof shall be included as a Debt Adjustment for purposes of this Agreement; provided that if the South Korea
Loan has been fully cancelled by the date that is sixty (60) days after the Closing, the Purchase Price shall be adjusted upward on a
dollar-for-dollar basis for such amount that is no longer outstanding (the “Intercompany Loan Adjustment”). Within
thirty (30) days after January 31, 2023, the Company shall prepare and deliver to the Investor a written confirmation of whether the
South Korea Loan has been cancelled (accompanied by supporting documentation), which shall be reasonably acceptable to the Investor.
Upon the Intercompany Loan Adjustment becoming final and binding in accordance with this Section 1.11, the Purchase Price shall be automatically
adjusted upward accordingly (if applicable) and the Company shall issue the applicable number of Company Common Units (if any) to Orgenesis
Parent for no consideration.


 


Article
2

Representations and Warranties Concerning Transaction


 


Section
2.1. Representations and Warranties of Orgenesis Parent. Orgenesis Parent, on behalf of itself only, represents and warrants to
Investor that the statements contained in this ‎Section 2.1 are correct and complete as of the date hereof and as of the Closing
Date, except as set forth in the corresponding section of the Disclosure Schedule. The Parties hereby agree that any items, references
or disclosures made in the Disclosure Schedule shall be subject to ‎Section 9.15.


 


(a)
Authorization of Transaction. Orgenesis Parent is duly formed, validly existing and in good standing under the Laws of the State
of Nevada. Orgenesis Parent has full power, authority and legal capacity to execute and deliver this Agreement and the Ancillary Agreements
to which Orgenesis Parent is a party and to perform Orgenesis Parent’s obligations hereunder and thereunder. The execution and
delivery by Orgenesis Parent of this Agreement and the Ancillary Agreements to which Orgenesis Parent is a party and the completion of
the Transactions have been duly approved by all requisite action of Orgenesis Parent. Assuming the due authorization, execution and delivery
of this Agreement and the Ancillary Agreements by the other parties thereto, this Agreement and each Ancillary Agreement to which Orgenesis
Parent is a party constitute the valid and legally binding obligation of Orgenesis Parent, enforceable against Orgenesis Parent in accordance
with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws
affecting creditors generally and by the availability of equitable remedies. Except as set forth on ‎Section 2.1(a) of the
Disclosure Schedule, Orgenesis Parent is not required to give any notice to, make any filing with, or obtain any Consent of any Governmental
Body or any other Person in connection with the consummation of the Transactions.


 




    	8



     


    

 


(b)
Non-contravention. Except as set forth in ‎Section 2.1(b) of the Disclosure Schedule, the execution and the delivery
of this Agreement and the Ancillary Agreements to which Orgenesis Parent is a party, and the consummation of the Transactions, will not
(i) violate or conflict with any Law or Order to which Orgenesis Parent is subject, (ii) conflict with, result in a breach of, constitute
a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require
any notice or Consent under any Contract to which Orgenesis Parent is a party or by which Orgenesis Parent or any of its Subsidiaries
is bound or to which any of Orgenesis Parent’s or assets is subject, (iii) result in the imposition or creation of a Lien upon
or with respect to the Preferred Units or any asset of Orgenesis Parent, or (iv) violate any provision of the Organizational Documents
of Orgenesis Parent.


 


(c)
Brokers’ Fees. Orgenesis Parent has no liability or obligation to pay any fees or commissions to any broker, finder, or
agent with respect to this Agreement or any Ancillary Agreement or the Transactions other than Perella Weinberg Partners LP.


 


(d)
Company Securities. At the Closing, the Company will issue the Preferred Units to Investor, free and clear of any Liens. Neither
Orgenesis Parent nor the Company is a party to, and the Company Securities are not subject to, any option, warrant, purchase right or
other Contract or commitment that could require the Company or Orgenesis Parent to sell, transfer, or otherwise dispose of any Company
Securities or any other equity interests of the Company (other than this Agreement). Other than as set forth in the LLC Agreement, neither
Orgenesis Parent nor the Company is a party to any voting trust, proxy or other Contract with respect to the voting of any Company Securities
or any other equity interests of the Company.


 


(e)
Litigation. Orgenesis Parent is not engaged in or a party to or, to the Knowledge of Orgenesis Parent, threatened with any complaint,
charge, Proceeding, Order or other process or procedure for settling disputes or disagreements with respect to the Company or any of
its Subsidiaries or the Transactions, and Orgenesis Parent has not received written or, to the Knowledge of Orgenesis Parent, oral notice
of a claim or dispute that is reasonably likely to result in any such complaint, charge, Proceeding, Order or other process or procedure
for settling disputes or disagreements with respect to the Company or any of its Subsidiaries or the Transactions.


 




    	9



     


    

 


(f)
Reorganization. Orgenesis Parent had full power, authority and legal capacity to execute the documents and consummate the transactions
necessary to effectuate the Reorganization. The execution of the documents and consummation of the transactions necessary to effectuate
the Reorganization were duly approved by all requisite action of Orgenesis Parent. All of the transactions necessary to effectuate the
Reorganization were consummated in accordance with applicable Law. All assets (tangible and intangible), properties and rights owned
or developed, in whole or in part, by Orgenesis Parent in connection with the operation of the Business or owned or licensed by Orgenesis
Parent and used in the operation of the Business at any time prior to Closing or contemplated to be used in the Business following Closing,
were properly transferred, at or prior to Closing and concurrently with the investment contemplated by this Agreement, free and clear
of all Liens to the Company and its Subsidiaries as a result of the Reorganization.


 


(g)
Subsidiaries. Orgenesis Parent represents that each of its applicable Subsidiaries has taken the necessary actions (including
the execution and delivery of all necessary documents and agreements), and received the necessary approvals, required to consummate the
Transactions and that such actions and the consummation of the Transactions will not (i) violate or conflict with any Law or Order to
which any of the Subsidiaries of Orgenesis Parent is subject, (ii) conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or Consent
under any Contract to which any such Subsidiary is a party or by which any such Subsidiary is bound or to which any of their assets is
subject, (iii) result in the imposition or creation of a Lien upon or with respect to any asset of any such Subsidiary, or (iv) violate
any provision of the Organizational Documents of any such Subsidiary. All assets (tangible and intangible), properties and rights owned,
licensed or developed, in whole or in part, by any of the Subsidiaries of Orgenesis Parent that are required to operate the Business
or used in the operation of the Business any time during the twelve (12) months prior to Closing, have been properly transferred free
and clear of all Liens to the Company or one of its Subsidiaries as a result of the Reorganization.


 


Section
2.2. Representations and Warranties of Investor. Investor represents and warrants to the Company and Orgenesis Parent that the
statements contained in this ‎Section 2.2 are correct and complete as of the date hereof and as of the Closing Date.


 


(a)
Organization of Investor. Investor is a limited partnership duly formed, validly existing and in good standing under the Laws
of the State of Delaware.


 


(b)
Authorization of Transaction. Investor has full power and authority to execute and deliver this Agreement and the Ancillary Agreements
to which Investor is a party and to perform Investor’s obligations hereunder and thereunder. The execution and delivery by Investor
of this Agreement and the Ancillary Agreements to which Investor is a party and the performance by Investor of the Transactions have
been duly approved by all requisite entity level action of Investor. Assuming the due authorization, execution and delivery of this Agreement
and the Ancillary Agreements by the other parties thereto, this Agreement and each Ancillary Agreement to which Investor is a party constitute
the valid and legally binding obligation of Investor, enforceable against Investor in accordance with their terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability
of equitable remedies. Investor is not required to give any notice to, make any filing with, or obtain any Consent of any Governmental
Body or any other Person in order to consummate the Transactions.


 




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(c)
Non-contravention. Neither the execution and the delivery of this Agreement nor the Ancillary Agreements to which Investor is
a party, nor the consummation of the Transactions, will (i) violate or conflict with any Law or Order to which Investor is subject, (ii)
violate any provision of the Organizational Documents of Investor or (iii) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice
or Consent under any Contract to which Investor is a party or by which it is bound or to which any of its assets is subject.


 


(d)
Brokers’ Fees. Investor does not have any liability or obligation to pay any fees or commissions to any broker, finder or
agent with respect to the Transactions for which Orgenesis Parent or the Company could become liable or obligated, other than to William
Blair & Company, L.L.C. For the avoidance of doubt, neither Orgenesis Parent nor the Company shall be responsible for any liability
or obligation to William Blair & Company, L.L.C. in connection with the Transactions.


 


(e)
Investment. Investor is not acquiring the Preferred Units with a view to or for sale in connection with any distribution thereof
within the meaning of the Securities Act.


 


(f)
Accredited Investor Status; Investment Experience. Investor is an “accredited investor” as that term is defined in
Rule 501(a) of Regulation D promulgated under the Securities Act. The Investor has such knowledge and experience in financial and business
matters such that the Investor is capable of evaluating the merits and risks of an investment in the Preferred Units, or has consulted
with advisors who possess such knowledge and experience. The Investor is able to bear the economic risk and a complete loss of its investment
in the Company for an indefinite period of time.


 


(g)
Reliance on Exemptions. Investor understands that the Preferred Units and any other capital stock into which such Preferred Units
is convertible (collectively, the “Securities”) are being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company and Orgenesis Parent are relying
in part upon the truth and accuracy of, and Investor’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of Investor set forth herein in order to determine the availability of such exemptions and the eligibility of such
Investor to acquire the Securities.


 




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(h)
Information. Investor acknowledges that it has received all of the information it considers necessary or appropriate for deciding
whether to acquire the Securities. Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company.


 


(i)
No Government Review. Investor understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in
the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(j)
Transfer or Resale. Investor understands that: (i) the Securities have not been and may not being registered under the Securities
Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder,
(B) Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable
to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant
to an exemption from such registration, or (C) Investor provides the Company with reasonable assurance that such Securities can be sold,
assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively,
“Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the
terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or
the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require
compliance with some other exemption under the Securities Act or the rules and regulations of the U.S. Securities and Exchange Commission
promulgated thereunder; and (iii) except as set forth in the LLC Agreement, neither the Company nor any other Person is under any obligation
to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption
thereunder unless otherwise agreed to by the Company and Investor.


 


(k)
There is no Contract of Investor to (i) dispose of the Preferred Units issued pursuant to this Agreement, (ii) require the Company to
redeem any of the Preferred Units held by Investor (other than pursuant to the redemption rights set forth in the LLC Agreement), or
(iii) require the Company to issue to Investor any stock of the Company for services rendered to, or for the benefit of, the Company
in connection with the proposed transaction.


 


Nothing
contained in this ‎Section 2.2, nor any breach by Investor of any of its representations contained in this ‎Section 2.2, shall
limit, modify, amend or affect in any way Investor’s right (i) to rely on the representations and warranties contained in this
Agreement or (ii) to receive indemnification from Orgenesis Parent in connection with any breach of any representations and warranties
contained in this Agreement. For the sake of clarity, nothing in this paragraph shall derogate from, or limit, any of the restrictions,
exclusions or limitations to Investor’s right to receive indemnification from Orgenesis Parent set forth in ‎Section 4.9, ‎Article
6 and ‎Section 9.15.


 




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Article
3

Representations and Warranties Concerning the Company and its Subsidiaries


 


The
Company represents and warrants to Investor that the statements contained in this ‎Article 3 are correct and complete as of the date
hereof and as of the Closing Date, except as set forth in the corresponding section of the Disclosure Schedule.


 


Section
3.1. Organization, Qualification, and Power. Section 3.1(a) of the Disclosure Schedule sets forth the jurisdiction of incorporation
or formation of the Company and each of its Subsidiaries and each state or other jurisdiction in which the Company and each of its Subsidiaries
is licensed or qualified to do business. The Company and each of its Subsidiaries are duly organized, validly existing and in good standing
under the Laws of their respective jurisdictions of incorporation or formation. The Company and each of its Subsidiaries are duly authorized
to conduct their business and are in good standing under the Laws of each jurisdiction where such qualification is required. The Company
and each of its Subsidiaries have full power and authority and all Permits necessary to carry on the businesses in which they are engaged
and to own, lease and use the properties owned, leased and used by them. Section 3.1(b) of the Disclosure Schedule lists the board of
directors, managers, management board and officers, as the case may be, of the Company and each of its Subsidiaries. The Company has
delivered to Investor correct and complete copies of the Organizational Documents, the minute book and equity interest record books for
the Company and each of its Subsidiaries, each of which is correct and complete. Neither the Company nor any of its Subsidiaries is in
default under or in violation of any provision of their Organizational Documents.


 


Section
3.2. Authorization of Transaction. The Company and each of its Subsidiaries has full power, authority and legal capacity to execute
and deliver the Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder.
The execution and delivery by the Company and its Subsidiaries of the Agreement and the Ancillary Agreements to which it is a party and
the performance by the Company and its Subsidiaries of the Transactions have been duly approved by all requisite entity level action
of the Company and its Subsidiaries. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements
by the other parties thereto, this Agreement and each Ancillary Agreement to which the Company and its Subsidiaries are a party constitute
the valid and legally binding obligation of the Company and such Subsidiaries (as the case may be), enforceable against the Company and
such Subsidiaries (as the case may be) in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. Except as set
forth on ‎Section 3.2 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is required to give any
notice to, make any filing with, or obtain any Consent of any Governmental Body or any other Person in connection with the consummation
of the Transactions.


 




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Section
3.3. Capitalization and Subsidiaries.


 


(a)
All of the Company Common Units are owned beneficially and of record by Orgenesis Parent as of the date hereof and Orgenesis Parent has
good and indefeasible title to all of the Company Common Units free and clear of all Liens. Upon the Initial Closing, (i) 3,019,651 Class
A Preferred Units, representing 22.31% of the outstanding equity of the Company, shall be owned beneficially and of record by Investor
and 10,517,908 Company Common Units, representing 77.69% of the outstanding equity of the Company, shall be owned beneficially and of
record by Orgenesis Parent, (ii) the Company Common Units and the Class A Preferred Units (collectively, the “Company Securities”)
shall represent one hundred percent (100%) of the outstanding equity or other ownership interests in the Company, (iii) the Company Incentive
Units available for issuance pursuant to the Company’s Incentive Unit plan shall represent 12.5% of the outstanding equity or other
ownership interests in the Company upon the Closing and (iv) all of the Company Securities (1) have been duly authorized and validly
issued and are fully paid and nonassessable, and (2) were issued in compliance with all applicable Laws concerning the issuance of securities.
Except as set forth on 3.3(a) of the Disclosure Schedule, there are no outstanding securities convertible or exchangeable into equity
or other ownership interests of the Company, and other than as set forth in the LLC Agreement, there are no options, warrants, purchase
rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that could require
the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem equity or other ownership interests
in the Company. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with
respect to the Company. Other than as set forth in the LLC Agreement, there are no voting trusts, proxies or other Contracts with respect
to the voting of the equity or other ownership interests of the Company. Upon the Closing, the Preferred Units will be delivered to Investor
free and clear of all Liens, and Investor will have good and marketable title to the Preferred Units. The issuance of Company Common
Units upon any conversion of the Preferred Units in accordance with the LLC Agreement has been duly authorized by all necessary action
on the part of the Company, and Company Common Units have been duly reserved for issuance and, when issued upon conversion of the Preferred
Units in accordance with the LLC Agreement, such Company Common Units will have been validly issued and fully paid and non-assessable,
free and clear of all Liens.


 


(b)
All of the Subsidiaries, direct and indirect, of the Company are listed in ‎Section 3.3(b)(i) of the Disclosure Schedule.
‎Section 3.3(b)(i) of the Disclosure Schedule lists the entire authorized stock, equity or other ownership interests of each
such Subsidiary and the record and beneficial owner of such stock, equity or other ownership interests, all of which (i) have been duly
authorized and validly issued and are fully paid and nonassessable, and (ii) were issued in compliance with all applicable Laws concerning
the issuance of securities. The Company owns, directly or indirectly, all of the stock, equity or other ownership interests of the Subsidiaries
listed in ‎Section 3.3(b)(i) of the Disclosure Schedule, free and clear of all Liens except as set forth in ‎Section
3.3(b)(i) of the Disclosure Schedule. There are no outstanding securities convertible or exchangeable into stock, equity or other ownership
interests of any such Subsidiary, and there are no options, warrants, purchase rights, subscription rights, conversion rights, exchange
rights, calls, puts, rights of first refusal or other Contracts that could require any such Subsidiary to issue, sell or otherwise cause
to become outstanding or to acquire, repurchase or redeem stock, equity or other ownership interests in any such Subsidiary. There are
no outstanding or authorized equity appreciation, phantom appreciation, profit participation or similar rights with respect to any Subsidiary
required to be listed on ‎Section 3.3(b)(i) of the Disclosure Schedule. There are no voting trusts, proxies or other Contracts
with respect to the voting of the stock, equity or other ownership interests of any such Subsidiary.


 




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(c)
Notwithstanding anything contained in this Agreement or in any section of the Disclosure Schedule, (i) the Company owns beneficially
and of record free and clear of all Liens (A) all of the equity interests of Orgenesis Maryland LLC, a Maryland limited liability company,
(B) all of the equity interests of Orgenesis Services SRL, a company organized under the laws of Belgium, (C) all of the equity of Orgenesis
Germany GmbH, a German limited liability company, (D) all of the equity interests of Israel Sub, (E) all of the equity interests of South
Korea Sub other than the shares of South Korea Sub referenced in ‎Section 3.3(b)(i) of the Disclosure Schedule and (F) all
of the equity interests of Tissue Genesis International LLC, a Texas limited liability company, (ii) the Company has the full and unrestricted
right to acquire all of the shares of South Korea Sub referenced in ‎Section 3.3(b)(i) of the Disclosure Schedule promptly
after the Closing Date and any amounts payable to or obligations owed to the holder of such shares in connection with the acquisition
of such shares shall be the sole responsibility of Orgenesis Parent, (iii) there are no outstanding securities convertible or exchangeable
into stock, equity or other ownership interests of any of the Company’s Subsidiaries, and there are no options, warrants, purchase
rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that could require
any such Subsidiary to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem stock, equity or other
ownership interests in any such Subsidiary, (iv) there are no amounts payable by the Company or any of its Subsidiaries to any former
equityholder of any Subsidiary of the Company in connection with (A) the acquisition of equity interests from such former equityholder
or (B) the Reorganization, and (v) any amounts payable to any former equityholder of any Subsidiary of the Company in connection with
(A) the acquisition of equity interests from such former equityholder or (B) the Reorganization obligations of Orgenesis Parent.


 


Section
3.4. Non-contravention. Neither the execution and the delivery of this Agreement and the Ancillary Agreements to which the Company
or any of its Subsidiaries is a party, nor the consummation of the Transactions, will (i) violate or conflict with any Law or Order to
which the Company or any of its Subsidiaries is subject, (ii) violate or conflict with any provision of the Organizational Documents
of the Company or any of its Subsidiaries, or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration
of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice, Consent or payment under any Contract
or Permit to which the Company or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject
(or result in the imposition or creation of any Lien upon or with respect to any of its assets).


 




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Section
3.5. Brokers’ Fees. Except as set forth on ‎Section 3.5 of the Disclosure Schedule, neither the Company nor any
of its Subsidiaries has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the
Transactions.


 


Section
3.6. Assets.


 


(a)
The Company and its Subsidiaries have good and marketable title to, or a valid leasehold interest or license in, all of the assets (tangible
and intangible), properties and rights used in the operation of the Business or developed for use, in whole or in part, in connection
with the Business, free and clear of all Liens, except for Permitted Liens. The assets, properties and rights owned by the Company and
its Subsidiaries are all the assets, properties and rights necessary to operate the Businesses, consistent with past practice. The Company
and its Subsidiaries are the only affiliates of Orgenesis Parent that are involved in the Business.


 


(b)
The buildings, machinery, equipment and other tangible assets that the Company and its Subsidiaries own and lease are free from material
defects (patent and latent), have been maintained in all material respects in accordance with normal industry practice, are in good operating
condition and repair (subject to normal wear and tear) and are suitable for the purposes for which they are presently used. None of the
personal or moveable property owned or leased by the Company or any of its Subsidiaries is located at any facility other than the Leased
Real Property.


 


Section
3.7. Financial Statements; Interim Conduct.


 


(a)
Attached to ‎Section 3.7(a)(i) of the Disclosure Schedule are correct and complete copies of the following financial statements
of the Company and its Subsidiaries (collectively, the “Financial Statements”): (i) an unaudited consolidated pro
forma profit and loss statement for the fiscal year ended December 31, 2021 (the “Most Recent Fiscal Year End”) after
giving pro forma effect to the Reorganization and (ii) unaudited consolidated balance sheets and pro forma profit and loss statement
(the “Most Recent Financial Statements”) as of and for the nine (9) month period ended September 30, 2022 (the “Most
Recent Fiscal Month End”) after giving pro forma effect to the Reorganization. The balance sheet of the Most Recent Fiscal
Month End has been prepared in accordance with GAAP consistently applied and the Financial Statements are correct and complete and consistent
with the books and records of the Company and its Subsidiaries (which are in turn correct and complete), and, do not reflect any revenue
or assets other than those used in the Business, and present fairly in all material respects the financial condition, results of operation
of the Company and its Subsidiaries as of and for their respective dates and for the periods then ending after giving effect to the Reorganization
on a pro forma basis; provided, however, that the Most Recent Financial Statements are subject to normal, recurring year-end adjustments
and lack notes (none of which will be material individually or in the aggregate). ‎‎Section 3.7(a)(ii) of the Disclosure
Schedule sets forth (x) a schedule setting forth all pro forma adjustments made to the Financial Statements in order to give pro forma
effect to the Reorganization and (y) a reasonably detailed description of all adjustments that were made to Orgenesis Parent’s
internal financial statements when preparing the Financial Statements (including the amount of each such adjustment and the methodology
utilized in its determination). All adjustments set forth on ‎Section 3.7(a)(ii)‎ of the Disclosure Schedule are
reasonable and were prepared in good faith by Orgenesis Parent. The Financial Statements do not reflect or include any revenues other
than revenue generated from the operation of the Business and do not reflect or include any assets other than assets owned, at the time
of Closing, by the Company or its Subsidiaries and used in the Business. Section 3.7(a)(iii) of the Disclosure Schedule sets forth the
budget for the Company and its Subsidiaries for the nine (9) month period ended September 30, 2022 and the operations and performance
of the Company and its Subsidiaries during such period has been materially consistent with such budget.


 




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(b)
Since the Most Recent Fiscal Year End, the Business has been conducted in the Ordinary Course of Business, and there has not been any
Material Adverse Effect and no event has occurred which could reasonably be expected to result in a Material Adverse Effect. Except as
set forth on ‎Section 3.7(b) of the Disclosure Schedule, since the Most Recent Fiscal Year End neither the Company, nor any
of its Subsidiaries, nor the Business has (i) experienced any damage, destruction or loss (whether or not covered by insurance) to its
assets or property (tangible or intangible) in excess of $25,000 (or $100,000 in the aggregate) or (ii) taken or agreed or omitted to
take any action that, if taken or omitted during the period from the date of this Agreement through the Initial Closing Date without
Investor’s consent, would constitute a breach of ‎Section 4.1.


 


(c)
All notes and accounts receivable reflected on the Most Recent Financial Statements, and all accounts receivable of the Company and its
Subsidiaries and the Business generated since the Most Recent Fiscal Month End (the “Receivables”), constitute bona
fide receivables resulting from the sale of inventory, services or other obligations in favor of the Company and its Subsidiaries as
to which full performance has been fully rendered, and are valid and enforceable claims. The Receivables are not subject to any pending,
or to the Company’s Knowledge threatened, defense, counterclaim, right of offset, returns, allowances or credits.


 


(d)
Except as otherwise set forth in ‎Section 3.7(d) of the Disclosure Schedule, all accounts payable of the Company and its Subsidiaries
have either been paid when due, are not yet due and payable in the Ordinary Course of Business, or are being contested by the Company
and its Subsidiaries in good faith.


 


(e)
The inventory of the Company and its Subsidiaries includes only items sold by the Company and its Subsidiaries in the Ordinary Course
of Business. The inventory disposed of subsequent to the date of the Most Recent Fiscal Year End has been disposed of only in the Ordinary
Course of Business.


 


Section
3.8. Undisclosed Liabilities. The Company and its Subsidiaries do not have any, and to the Company’s Knowledge there is
no basis for any, liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued
or unaccrued, whether liquidated or unliquidated, and whether due or to become due), except for liabilities that (a) are accrued or reserved
against in the Most Recent Financial Statements, (b) were incurred subsequent to the Most Recent Fiscal Month End in the Ordinary Course
of Business, (c) result from the obligations of the Company under this Agreement or the Ancillary Agreements, or (d) liabilities and
obligations pursuant to any Contract listed on ‎‎Section 3.13 of the Disclosure Schedule or not required by the terms
of ‎Section 3.13 to be listed on ‎Section 3.13 of the Disclosure Schedule, in either case which arose in the Ordinary
Course of Business and did not result from any default, tort, breach of contract or breach of warranty.


 




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Section
3.9. Legal Compliance.


 


(a)
The Business and the Company and its Subsidiaries, and their respective predecessors and Affiliates, have complied and are currently
in compliance with all applicable Laws and Orders (including, for the avoidance of doubt, all applicable Laws administered or issued
by the U.S. Food and Drug Administration or any similar Governmental Body) in all material respects as such relate to the Business, and
no Proceeding has been filed or commenced or, to the Knowledge of the Company, threatened alleging any failure so to comply. Except as
otherwise set forth in ‎Section 3.9(a) of the Disclosure Schedule, since January 1, 2018, Orgenesis Parent, the Company and
their Subsidiaries have not received any notice or communication alleging any non-compliance of the foregoing.


 


(b)
‎Section 3.9(b) of the Disclosure Schedule sets forth a correct and complete list of all material Permits held by the Company
and its Subsidiaries. Such Permits (i) constitute all material Permits necessary for the operation of the Business and (ii) are in full
force and effect. No Proceeding is pending or, to the Knowledge of the Company, threatened to revoke or limit any Permit.


 


(c)
Neither the Business, nor the Company, nor any of its Subsidiaries, nor any of their officers, managers, equity holders, directors, agents,
employees or any other Persons acting on their behalf has (i) violated the U.S. Foreign Corrupt Practices Act or any other applicable
anti-bribery or anti-corruption Law, (ii) authorized or made any bribe, rebate, payoff, influence payment, kickback or other illegal
payment or provided any unlawful compensation or gifts to any officer, employee or agent of any Governmental Body, or any employee, customer
or supplier of the Business or the Company or any of its Subsidiaries, or (iii) accepted or received any unlawful contributions, payments,
expenditures or gifts; and no Proceeding has been filed or commenced alleging any such contributions, payments, expenditures or gifts.


 


(d)
The offer, sale and issuance of the Preferred Units (and any Company Common Units upon conversion of such Preferred Units) as contemplated
hereby will comply with all applicable Laws.


 


Section
3.10. Tax Matters.


 


(a)
The Business and the Company and its Subsidiaries have timely filed with the appropriate taxing authorities all income and other material
Tax Returns that they were required to file. All such Tax Returns are true, correct and complete in all material respects. All Taxes
due and owing by the Business and the Company and its Subsidiaries (whether or not shown on any Tax Return) have been timely paid. The
Company and its Subsidiaries are not currently the beneficiary of any extension of time within which to file any Tax Return or pay any
Tax. There are no Liens for Taxes (other than Permitted Liens) upon the Business, the Company Securities or any of the assets of the
Company or any of its Subsidiaries.


 




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(b)
The accrual for Taxes on the Most Recent Balance Sheet, as adjusted for the passage of time through the Closing Date in accordance with
past practice, would be adequate to pay all unpaid Taxes of the Company and its Subsidiaries through the Closing Date.


 


(c)
No deficiency or proposed adjustment for any amount of material Tax has been proposed, asserted or assessed by any taxing authority against
the Business or the Company and its Subsidiaries that has not been paid, settled or otherwise resolved. There is no Proceeding or audit
now pending, proposed or, to the Knowledge of the Company or any of its Subsidiaries, threatened against the Company or any of its Subsidiaries
with respect to any Taxes. The Business, the Company and its Subsidiaries have not been notified by any taxing authority that any issues
have been raised with respect to any Tax Return. There has not been, within the past five (5) calendar years, an examination or written
notice of potential examination of the Tax Returns filed with respect to the Business or the Company or any of its Subsidiaries by any
taxing authority.


 


(d)
All Taxes that are required to be withheld or collected by the Business, the Company and its Subsidiaries, including, but not limited
to, Taxes arising as a result of payments (or amounts allocable), whether in cash or in kind, to foreign persons or to employees, agents,
contractors or equityholders of the Company or any of its Subsidiaries, have been duly withheld and collected and, to the extent required,
have been properly paid or deposited as required by applicable Laws.


 


(e)
No claim has ever been made by any taxing authority in a jurisdiction where the Business, the Company or any of its Subsidiaries do not
file a particular type of Tax Return or pay a particular type of Tax that they are or may be required to file such Tax Return or pay
such Tax in that jurisdiction.


 


(f)
None of the Business, the Company or any of its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any
extension of time with respect to the payment of any Tax or any Tax assessment or deficiency, which waiver or extension is currently
in effect.


 


(g)
Neither the Company nor any of its Subsidiaries is a party to any “listed transaction,” as defined in Treasury Regulation
Section 1.6011 -4(b)(2).


 


(h)
None of the Business, the Company or any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal
income Tax Return (other than a group the common parent of which was the Company or Orgenesis Parent) or (ii) has any liability for the
Taxes of any Person (other than any of the Company or its Subsidiaries) under Treasury Regulation Section 1.1502 -6 (or any similar provision
of state, local or foreign Law), or as a transferee or successor.


 




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(i)
None of the Company or any of its Subsidiaries is a party to or bound by any Tax Sharing Agreement, other than any such agreement entered
into in the ordinary course of business and not primarily related to Taxes.


 


(j)
The Company will not be required to include an item of income, or exclude an item of deduction, for any taxable period (or portion thereof)
beginning on or after (or portion thereof beginning after) the Closing Date that is as a result of any of the following: (i) a change
in a method of accounting relating to any item reported in a taxable period (or portion thereof) ending on or prior to the Closing Date;
(ii) use of an improper method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date; (iii)
a “closing agreement” or other similar agreement executed by the Company on or prior to the Closing Date; (iv) an installment
sale or open transaction disposition made on or prior to the Closing Date; (v) any intercompany transaction entered into prior to the
Closing; and (vii) as the result of any COVID-19 related subsidy or any tax credit or Tax refund claimed, in respect of a Tax period
(or portion thereof) ending before the Closing. The Company will not be required to accelerate the recognition of any item in income
after Closing, as a result of any election under Section 965(h) of the Code.


 


(k)
The Company did not (i) defer any Taxes under Section 2302 of the CARES Act or any similar deferral of Taxes under applicable U.S. or
non-U.S. Law or (ii) claim any Tax credit under Section 2301 of the CARES Act or Sections 7001-7003 of the Families First Coronavirus
Response Act, or any similar provision of U.S. or non-U.S. Law, in each case as it may be amended.


 


(l)
None of the Business, the Company or any of its Subsidiaries has had a permanent establishment (within the meaning of an applicable Tax
treaty or convention between any two relevant foreign countries) or any management and control in any country other than the country
of its formation.


 


(m)
None of the Business, the Company or any of its Subsidiaries is or has been a party to a transaction or Contract that is in conflict
with the Tax Laws related to transfer pricing in any relevant jurisdiction. All applicable transfer pricing Laws have been materially
complied with by the Business, the Company and its Subsidiaries, and all material documentation required by all relevant transfer pricing
Laws have been prepared and, if necessary, retained.


 


(n)
Section 3.10(n) of the Disclosure Schedule lists the United States federal tax classification of each Subsidiary of the Company.


 


Section
3.11. Real Property.


 


(a)
The Business and the Company and its Subsidiaries do not own, and have never owned, any real property.


 




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(b)
‎Section 3.11(b) of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and
complete list of all Leases for each parcel of Leased Real Property.


 


(c)
Subject to the respective terms and conditions in the Leases, the Company or one of its Subsidiaries is the sole legal and equitable
owner of the leasehold interest in the Leased Real Property and possesses good and marketable, indefeasible title thereto, free and clear
of all Liens (other than Permitted Liens).


 


(d)
With respect to each parcel of Leased Real Property: (i) there are no pending or, to the Knowledge of the Company, threatened condemnation
Proceedings, suits or administrative actions relating to any such parcel or other matters affecting adversely the current use, occupancy
or value thereof; (ii) the ownership and operation of the Leased Real Property in the manner in which it is now owned and operated comply
with all zoning, building, use, safety or other similar Laws in all material respects; (iii) all Improvements on any such parcel are
in good operating condition, ordinary wear and tear excepted, are supplied with utilities and other services necessary for the operation
of the Business as currently conducted at such facilities and safe for their current occupancy and use; (iv) neither the Company, nor
any of its Subsidiaries nor Orgenesis Parent has received any notice of any special Tax, levy or assessment for benefits or betterments
that affect any parcel of Leased Real Property and, to the Knowledge of the Company, no such special Taxes, levies or assessments are
pending or contemplated; (v) there are no Contracts granting to any third party or parties the right of use or occupancy of any such
parcel, and there are no third parties (other than the Company and its Subsidiaries) in possession of any such parcel except for such
Contracts relating to Orgenesis Parent and/or its Subsidiaries that are set forth on ‎Section 3.11(d) of the Disclosure Schedule;
and (vi) each such parcel has adequate vehicular access to a road and there is no pending or, to the Knowledge of the Company, threatened
termination of such access. The Leased Real Property comprises all of the real property used or intended to be used in the Business,
and neither the Company nor any of its Subsidiaries is a party to any Contract, option or right of first refusal to purchase any real
property or any portion thereof or interest therein.


 


Section
3.12. Intellectual Property.


 


(a)
The Company and its Subsidiaries own and possess or have the right to use pursuant to a valid and enforceable written Contract, all Intellectual
Property used in or necessary for the operation of the Business free and clear of all Liens. Neither Orgenesis Parent nor any of its
Subsidiaries (other than the Company or any of its Subsidiaries) own or have any license or other right to use any Intellectual Property
used or held for use in the operation of the Business as currently conducted.


 


(b)
To the Company’s Knowledge, the operation of the Business and the Company and its Subsidiaries (and the Business’s and the
Company’s and its Subsidiaries’ Intellectual Property, products, services and methods of operation) have not infringed upon,
misappropriated, or otherwise violated any Intellectual Property rights of any third parties in any respect, and none of Orgenesis Parent,
the Company, nor any of their Subsidiaries, nor any of their directors, managers and officers, has received any written charge, complaint,
claim, demand, or notice alleging any such infringement, misappropriation, or violation (including any written claim that the Business
or the Company or any of its Subsidiaries must license or refrain from using any Intellectual Property rights of any third party and
no Proceeding involving any such charge, complaint, claim, demand or notice is pending or, to the Company’s Knowledge, otherwise
threatened). To the Company’s Knowledge, no third party has challenged in any respect, infringed upon, misappropriated, or otherwise
violated any Intellectual Property rights of the Business or the Company or any of its Subsidiaries. ‎‎Section 3.12(b)
of the Disclosure Schedule sets forth a complete and accurate list and description of any charge, complaint, claim, demand, notice or
Proceeding made, filed or asserted by the Business, the Company or any of its Subsidiaries since January 1, 2016 alleging that a third
party has interfered with, challenged, infringed upon, misappropriated, or otherwise violated any Intellectual Property rights of the
Business, the Company or its Subsidiaries.


 




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(c)
Sections ‎3.12(c)(i)-‎(iii) of the Disclosure Schedule identify the following registered or applied for Intellectual
Property that is owned by the Company or any of its Subsidiaries or currently used in the conduct of the Business: (i) all Patents; (ii)
all Trademarks; and (iii) all Copyrights. Section 3.12(c)(iv) of the Disclosure Schedule identifies all Internet domain names owned by
the Company and its Subsidiaries. Section 3.12(c)(v) of the Disclosure Schedule identifies each material license, sublicense, agreement,
or other permission pursuant to which the Business, the Company or any of its Subsidiaries have granted any rights to any third party
with respect to any of its Intellectual Property (together with any exceptions). The Company and its Subsidiaries have all right, title
and interest in and to, free and clear of any Lien, license, or other restriction or limitation regarding use, and have the sole and
exclusive right to use all the Intellectual Property required to be disclosed on Sections 3.12(c)(i)-(iv) of the Disclosure Schedule
(the “Designated Intellectual Property”) (subject to the applicable license agreements listed in Section 3.12(c)(v)
of the Disclosure Schedule), and such Intellectual Property is not subject to any outstanding Order restricting the use or licensing
thereof by the Company or any of its Subsidiaries or adjudging any such Intellectual Property invalid or unenforceable, and the Business,
the Company and its Subsidiaries have not received any written claim challenging the validity or effectiveness of such Intellectual Property,
and such Intellectual Property is valid and enforceable.


 


(d)
The Business or the Company (or its Subsidiaries to the extent applicable) have made all necessary filings and paid all necessary registration,
maintenance and renewal fees to maintain the Designated Intellectual Property and all documents and certificates related to such items
have been filed with the relevant Governmental Body or other authorities in the applicable jurisdiction for the purposes of maintaining
such items.


 


(e)
The Company and its Subsidiaries are the sole and exclusive owners of all Intellectual Property owned or purported to be owned by the
Company and its Subsidiaries. Each item of Intellectual Property owned or used by the Business immediately prior to the Closing will
be owned or available for use, respectively, by the Company and its Subsidiaries immediately subsequent to the Closing on identical terms
and conditions as owned or used by the Business, the Company and its Subsidiaries immediately prior to the Closing.


 




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(f)
‎Section 3.12(f) of the Disclosure Schedule identifies all third party Software used by the Company and its Subsidiaries in
the operation of the Business (except for “off-the-shelf,” commercially-available software). The Business has not owned or
used, and the Company and its Subsidiaries do not own or use, any Software developed by or for the Business, the Company or its Subsidiaries.
The Company and its Subsidiaries have the right to use, pursuant to a valid and enforceable written Contract, all Software used by and
in the operation of the Business. All IT Assets operate and perform in a manner that permits the Company and its Subsidiaries to conduct
their business as currently conducted. The Company and its Subsidiaries have taken commercially reasonable actions, consistent with current
industry standards, to protect the confidentiality, integrity and security of the IT Assets (and all information and transactions stored
or contained therein or transmitted thereby) against any unauthorized use, access, interruption, modification or corruption, including
the implementation of commercially reasonable (A) data backup, (B) disaster avoidance and recovery procedures and (C) business continuity
procedures, in each case consistent with industry practices.


 


(g)
All Intellectual Property owned by the Company and its Subsidiaries was developed by (i) employees of the Business, the Company or its
Subsidiaries within the scope of their employment; or (ii) independent contractors who have entered into written agreements with the
Business, the Company or one of its Subsidiaries that assigned all right, title and interest in and to any Intellectual Property developed
to the Company or one of its Subsidiaries and whereby the ownership of such Intellectual Property vested immediately in the Company and
its Subsidiaries (and to the extent that such vesting did not occur, the independent contractor is required to assign all such ownership
to the Company and its Subsidiaries without further consideration). Except as set forth in ‎Section 3.12(g) of the Disclosure
Schedule, no employee or independent contractor of the Business, the Company or any of its Subsidiaries has entered into any agreement,
contract, obligation, promise or undertaking (whether written or oral and whether express or implied) that restricts or limits in any
way the scope of the Intellectual Property owned by the Company and its Subsidiaries or requires the employee or independent contractor
to transfer, assign or disclose information concerning the Intellectual Property owned by the Company and its Subsidiaries to anyone
other than the Company and its Subsidiaries.


 


(h)
‎Section 3.12(h) of the Disclosure Schedule contains a complete and accurate list of all rights in Internet domain names,
user names, handles and social media site names presently used or owned by the Company or its Subsidiaries or otherwise used in connection
with the Business. The Company or its Subsidiaries own or have the right to use all such Internet domain names, subdomains, URLs, website
names, social media site names, user names, handles, email addresses, log-in names, passwords, pin numbers, customer numbers, and the
like, or other account information necessary to access, transfer, use and update all of the foregoing presently used or owned by the
Company or its Subsidiaries (collectively “Net Names”). All Net Names have been registered in the name of the Company
or its Subsidiaries and are, and have been, in compliance with all Laws. No Net Name has been or is now involved in any dispute, opposition,
invalidation or cancellation Proceeding and, to the Company’s Knowledge, no such action is threatened with respect to any Net Name.
In addition, to the Knowledge of the Company and its Subsidiaries: (i) no Net Name has been challenged, interfered with or threatened
in any way and (ii) no Net Name infringes, interferes with or is alleged to interfere with or infringe any Trademark, Copyright, domain
name or other Intellectual Property of any other Person.


 




    	23



     


    

 


(i)
The Company and its Subsidiaries have taken all necessary and reasonable steps to protect and preserve the confidentiality of all material
trade secrets, know-how, source code, databases, customer lists, schematics, ideas, algorithms and processes and all use, disclosure
or appropriation thereof by or to any Person has been pursuant to the terms of a written agreement between such third party and the Company
and its Subsidiaries. The Company and its Subsidiaries have complied with all of its material confidentiality obligations under each
Contract to which the Company and its Subsidiaries are a party.


 


Section
3.13. Contracts.


 


(a)
‎Section 3.13(a) of the Disclosure Schedule lists the following Contracts to which the Company or any of its Subsidiaries
is a party and is currently in effect:


 


(i)
each Contract with any Material Customer or Material Vendor;


 


(ii)
each material lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting
the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property;


 


(iii)
each joint venture, partnership or Contract involving a sharing of profits, losses, costs or liabilities with any other Person;


 


(iv)
each Contract relating to the acquisition, sale, transfer or disposition by the Company or any of its Subsidiaries of any material assets
or properties, or of the operating business or the capital stock of or other equity interests in any other Person;


 


(v)
each Contract that contains provisions granting any rights of first refusal, rights of first negotiation, rights of exclusivity, most
favored nations or similar rights to any Person;


 


(vi)
each Contract for the purchase, sale or license of any assets of the Company or any of its Subsidiaries, other than in the Ordinary Course
of Business, and each Contract granting an option or preferential rights to purchase, sell or license any assets of the Company or any
of its Subsidiaries;


 


(vii)
each Contract in which a Governmental Body is a counterparty;


 




    	24



     


    

 


(viii)
each Contract containing any covenant that purports to restrict the business activity of the Company or any of its Subsidiaries or limit
the freedom of the Company or any of its Subsidiaries to engage in any line of business or to compete with any Person;


 


(ix)
each Contract for or relating to, or evidencing or guaranteeing, Debt;


 


(x)
each Contract providing for the payment of any cash or other compensation or benefits in connection with the Transactions;


 


(xi)
each Contract with any labor union or labor organization or any bonus, pension, profit sharing, retirement or any other form of deferred
compensation plan or practice, whether formal or informal, or any severance agreement or arrangement;


 


(xii)
each Contract under which the Company or any of its Subsidiaries has advanced or loaned any amounts to any Person;


 


(xiii)
each franchise, dealership, vendor, manufacturing or service center agreements;


 


(xiv)
each Contract with Orgenesis Parent or any Affiliate of the Company, any of its Subsidiaries, or Orgenesis Parent;


 


(xv)
any settlement or similar agreement;


 


(xvi)
each employment or consulting Contract or other Contract with any of their officers, managers, partners, directors, employees, agents
or representatives in excess of $175,000;


 


(xvii)
each Intellectual Property Agreement;


 


(xviii)
each Contract which purports to be binding on Affiliates of the Company (other than the Company’s Subsidiaries); and


 


(xix)
any other agreement material to the Company or any of its Subsidiaries whether or not entered into in the Ordinary Course of Business.


 


(b)
The Company has made available to Investor a correct and complete copy of each written Material Contract, together with all amendments,
exhibits, attachments, waivers or other changes thereto. ‎Section 3.13(b) of the Disclosure Schedule contains an accurate
and complete description of all material terms of all oral Material Contracts (if any).


 


(c)
Each Material Contract is legal, valid, binding, enforceable, in full force and effect and will continue to be legal, valid, binding
and enforceable on identical terms following the Closing Date. Except as specifically disclosed and described in ‎Section
3.13(c) of the Disclosure Schedule, (i) no Material Contract has been breached or cancelled by the Company, any of its Subsidiaries or,
to the Knowledge of the Company, any other party thereto, (ii) the Company or each of its Subsidiaries has materially performed all obligations
under such Material Contracts required to be performed by the Company or such Subsidiary, (iii) there is no event which, upon giving
of notice or lapse of time or both, would constitute a breach or default under any such Material Contract by the Company or any of its
Subsidiaries, or to the Company’s Knowledge, by any other party, or would permit the termination, modification or acceleration
of such Material Contract, (iv) no party has given notice of breach, default, termination or non-renewal of any Material Contract, and
(v) neither the Company nor any of its Subsidiaries has assigned, delegated or otherwise transferred to any Person any of its rights,
title or interest under any such Material Contract.


 




    	25



     


    

 


(d)
‎Section 3.13(d) of the Disclosure Schedule sets forth each Contract to which Orgenesis Parent or any of its Subsidiaries
is a party that is used in the operation of the Business or was used in the operation of the Business any time during the twelve (12)
months prior to Closing.


 


Section
3.14. Insurance. ‎Section 3.14(a) of the Disclosure Schedule sets forth the following information with respect to each
insurance policy (including policies providing property, casualty, liability, director & officer, and workers’ compensation
coverage and bond and surety arrangements) with respect to which the Company or any of its Subsidiaries is a party, a named insured,
or otherwise the beneficiary of coverage (collectively, the “Company Insurance Agreements”): (a) the name of the insurer,
the name of the policyholder, and the name of each covered insured; (b) the policy number and the period of coverage; and (c) a description
of any retroactive premium adjustments or other material loss-sharing arrangements.


 


There
is no claim by the Company or any of its Subsidiaries or any other Person pending under any such policies and bonds related to the Business
as to which coverage has been questioned, denied or disputed. All premiums payable under all such policies and bonds have been paid.
To the Company’s Knowledge, there are no threatened terminations of, or material premium increases with respect to, any of such
policies or bonds. ‎Section 3.14(b) of the Disclosure Schedule sets forth a list of all claims made under the Company Insurance Agreements,
or under any other insurance policy, bond or agreement covering the Business, the Company or any of its Subsidiaries or their operations
since January 1, 2018. Except as otherwise set forth in ‎Section 3.14(b) of the Disclosure Schedule, since January 1, 2018, the Business,
the Company and its Subsidiaries have maintained insurance policies with coverage and policy limits that are substantially similar to
the coverage and policy limits provided by the Company Insurance Agreements.


 


Section
3.15. Litigation. Except as set forth in Section 3.15(a) of the Disclosure Schedule, there are no (and during the last four (4)
years preceding the date hereof, there have not been any) complaints, charges, Proceedings, Orders, or investigations pending or, to
the Knowledge of the Company, threatened or anticipated relating to or affecting the Business, the Company or any of its Subsidiaries.
There is no outstanding Order to which the Business, the Company or any of its Subsidiaries (or any officers or directors of the Company
or its Subsidiaries that would affect the Company or its Subsidiaries) is subject. Section 3.15(b) of the Disclosure Schedule sets forth
an accurate list and description of all Proceedings that the Company or any of its Subsidiaries or Orgenesis Parent or its Affiliates
(to the extent related to the Company or its Subsidiaries or the Business) has initiated or threatened in writing to initiate since January
1, 2018.


 




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Section
3.16. Employees.


 


(a)
‎Section 3.16(a)(i) of the Disclosure Schedule sets forth a complete and correct list of all Company Employees and consultants
of the Company and its Subsidiaries, showing for each: (i) name, (ii) hire date, (iii) current job title, (iv) actual base salary, bonus,
commission or other remuneration paid during 2021, (v) 2022 base salary level and 2022 target bonus, and (vi) indicating whether there
has been any increase in compensation, bonus, incentive, or service award or any grant of any severance or termination pay or any other
increase in benefits or any commitment to do any of the foregoing since January 1, 2022. ‎Section 3.16(a)(ii) of the Disclosure
Schedule sets forth a complete and correct list of all employees or contractors of Orgenesis Parent or any of its Subsidiaries who, any
time during the twelve (12) months prior to Closing, were utilized in the operation of the Business or spent a material amount of time
working on matters related to, or providing material services in, the operation of the Business.


 


(b)
The Company has provided Investor with access to complete and correct copies of all trade secret, non-compete, non-disclosure and invention
assignment agreements, and all manuals and handbooks applicable to any current or former director, manager, officer, employee or consultant
of the Company or any of its Subsidiaries. The employment or consulting arrangement of each officer, employee or consultant of the Company
and its Subsidiaries is, subject to applicable Laws involving the wrongful termination of employees and consultants, terminable at will
(without the imposition of penalties or damages) by the Company or its Subsidiaries as the case may be, and neither the Company nor any
of its Subsidiaries has any severance obligations if any such officer, employee or consultant is terminated. To the Knowledge of the
Company, no officer, employee or consultant of the Company or any of its Subsidiaries or any group of officers, employees or consultants
of the Company or any of its Subsidiaries has any plans to terminate its employment or consulting arrangement with the Company or any
of its Subsidiaries.


 


(c)
Neither the Business, nor the Company nor any of its Subsidiaries has experienced (nor, to the Knowledge of the Company, has it been
threatened with) any strike, slow down, work stoppage or material grievance, claim of unfair labor practices, or other collective bargaining
dispute within the past three (3) years. Neither the Business, nor the Company nor any of its Subsidiaries has committed any material
unfair labor practice. The Company has no Knowledge of any organizational effort presently being made or threatened by or on behalf of
any labor union with respect to Company Employees. The Business and the Company and each of its Subsidiaries have paid in full to all
of its employees and independent contractors all wages, salaries, commissions, bonuses, benefits and other compensation due and payable
to such employees and independent contractors.


 




    	27



     


    

 


(d)
Except as would not result in material Liability to the Company or any of its Subsidiaries, the Company and its Subsidiaries are in compliance
with all applicable Laws relating to labor and employment, including, without limitation, applicable Laws regarding terms and conditions
of employment, wage and hour (including the classification of independent contractors and exempt and non-exempt employees), payroll documents
and wage statements, wage payment, immigration (including the verification of I-9s for all employees and the proper confirmation of employee
visas), discrimination, harassment, retaliation, whistleblower protection, termination or discharge, restrictive covenants, disability
rights or benefits, equal opportunity (including compliance with any affirmative action plan obligations), health and safety, plant closures
and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws), workers’
compensation, leave, affirmative action and affirmative action plan requirements (as applicable), unemployment insurance, unemployment
compensation, social insurance and welfare, housing fund, dispatching arrangements with third-party dispatching firms, and labor relations
and collective bargaining). None of the employment policies or practices of the Company or any of its Subsidiaries are currently being
audited or investigated.


 


Section
3.17. Employee Benefits.


 


(a)
‎Section 3.17 of the Disclosure Schedule lists each Employee Benefit Plan that the Company or any of its Subsidiaries maintains
or to which the Company or any of its Subsidiaries contributes or has any obligation to contribute or with respect to which the Company
and its Subsidiaries have any liabilities.


 


(i)
Each such Employee Benefit Plan (and each related trust, insurance Contract, or fund, if any) has been maintained, funded and administered
in accordance with the terms of such Employee Benefit Plan and complies in form and in operation in all respects with applicable Laws.


 


(ii)
All required reports and descriptions have been timely filed and/or distributed in accordance with the applicable Laws with respect to
each such Employee Benefit Plan. The requirements of applicable Laws have been met in all material respects with respect to each such
Employee Benefit Plan.


 


(iii)
All contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within
the time periods prescribed by applicable Laws to each applicable Employee Benefit Plan. All premiums or other payments for all periods
ending on or before the Closing Date have been paid with respect to each such Employee Benefit Plan.


 


(iv)
There have been no prohibited transactions with respect to any such Employee Benefit Plan and no fiduciary with respect to any such Employee
Benefit Plan has any liability for material breach of fiduciary duty or any other failure to act or comply in connection with the administration
or investment of the assets of any such Employee Benefit Plan. No Proceeding with respect to the administration or the investment of
the assets of any such Employee Benefit Plan (other than routine claims for benefits) is pending or, to the Knowledge of the Company,
threatened.


 




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(v)
The Company has made available to Investor correct and complete copies of the plan documents and summary plan descriptions, the most
recent annual reports, and all related trust agreements, insurance Contracts, and other funding arrangements which implement each such
Employee Benefit Plan.


 


(vi)
Neither the Company nor any of its ERISA Affiliates sponsors, maintains or contributes to, or has in the past six years, sponsored, maintained
or contributed to, any Employee Benefit Plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37)
of ERISA.


 


(vii)
Each Employee Benefit Plan has been maintained in compliance with its terms and all applicable Laws, including ERISA and the Code. Each
Employee Benefit Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter,
or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service, and to
the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or
not reissued.


 


(viii)
With respect to each Employee Benefit Plan that is subject to the laws of a jurisdiction outside of the United States (an “International
Employee Plan”), the fair market value of the assets of each funded International Employee Plan (including the Liability of
any insurer to any such International Employee Plan) is sufficient to procure or provide for the accrued benefit obligations, as of the
date of this Agreement, with respect to all current and former participants in such International Employee Plan according to the actuarial
assumptions and valuations most recently used to determined employer contributions to such International Employee Plan and none of the
transactions contemplated by this Agreement will cause such assets or insurance obligations to be materially less than such benefit obligations.
Each International Employee Plan required or intended to be registered, qualified or approved under applicable Law has in fact been registered,
qualified or approved, as the case may be, under applicable Law and has been maintained in good standing with applicable regulatory authorities
in all material respects, and if intended to qualify for favorable Tax treatment, there are no existing circumstances or events that
have occurred that would reasonably be expected to affect adversely such favorable Tax treatment with respect to such International Employee
Plan.


 


(ix)
Neither the Company nor any of its Subsidiaries has any current or projected liability in respect of post-employment or post-retirement
health or medical or life insurance benefits for current or former Company Employees (other than coverage mandated by applicable Law,
including the Consolidated Omnibus Budget Reconciliation Act of 1985).


 




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(x)
The consummation of the transactions contemplated by this Agreement will not (either alone or in combination with another event) (i)
entitle any current or former Company Employee to any material payment or benefit; (ii) accelerate the time of payment or vesting, or
increase the amount of, any material compensation due to any such Company Employee or (iii) trigger any funding obligation under, or
impose any restrictions or limitations on the Company’s rights to administer, amend or terminate, any Employee Benefit Plan.


 


(xi)
No Employee Benefit Plan provides for and none of the Company nor any of its Subsidiaries is otherwise obligated to provide any gross-up
or reimbursement of Taxes, including, without limitation under either Section 409A or Section 4999 of the Code. The Company has provided
to Investor good faith estimates of the amount of any “excess parachute payments” within the meaning of Section 280G of the
Code that could reasonably be expected to become payable to any Company Employee or service provider in connection with the transactions
contemplated by this Agreement, whether contingent or otherwise.


 


Section
3.18. Debt. Except as set forth on ‎Section 3.18 of the Disclosure Schedule and obligations under the Loan Agreement,
the Company and its Subsidiaries do not have any Debt and are not liable for any Debt of any other Person.


 


Section
3.19. Environmental, Health, and Safety Matters.


 


(a)
The Business, the Company and its Subsidiaries have complied and are in compliance with all Environmental, Health, and Safety Requirements.


 


(b)
Without limiting the generality of the foregoing, the Business, the Company and its Subsidiaries have obtained, have complied, and are
in compliance with all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements
for the occupation of the facilities of the Company and its Subsidiaries and the operation of the Business. A list of all such Permits
and other authorizations is set forth on ‎Section 3.19(b) of the Disclosure Schedule.


 


(c)
Neither the Business, the Company nor any of its Subsidiaries has received any written or oral notice, report or other information regarding
any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether
accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating
to any of them, their current or former facilities or the Leased Real Property arising under Environmental, Health, and Safety Requirements.


 


(d)
Except as set forth on ‎Section 3.19(d) of the Disclosure Schedule, no property or facility owned, leased or operated by the
Company or its Subsidiaries contains any underground storage tanks currently, nor, to the Knowledge of the Company, has contained any
underground storage tanks in the past.


 




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(e)
Neither the Business, the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal
of, transported, handled, or released any substance, including without limitation any Hazardous Substance, or owned or operated any property
or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to
material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs,
personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to any Environmental,
Health, and Safety Requirements or any other applicable Law.


 


(f)
There are no environmental conditions or circumstances on the Leased Real Property that pose an unreasonable risk to the environment
or the health or safety of Persons or Hazardous Substances present at, on or under the Leased Real Property in violation of Environmental,
Health, and Safety Requirements.


 


(g)
Neither this Agreement nor the consummation of the Transactions will result in any obligations for site investigation or cleanup, or
notification to or Consent of Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.


 


(h)
‎Section 3.19(h) of the Disclosure Schedule lists each written environmental audit, health and safety audit, Phase I environmental
site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment
prepared within the past five (5) years by the Business, the Company or any of its Subsidiaries or, to the Knowledge of the Company,
any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or
operated by the Business, the Company or any of its Subsidiaries or their Affiliates.


 


Section
3.20. Business Continuity. Except as set forth in ‎Section 3.20 of the Disclosure Schedule, none of the Software, computer
hardware (whether general or special purpose), telecommunications capabilities (including all voice, data and video networks), data storage
and other similar or related items of automated, computerized, and/or software systems and any other networks or systems and related
services that are used by or relied on by the Business, the Company or its Subsidiaries in the conduct of the Business (collectively,
the “Systems”) have experienced bugs, failures, breakdowns, breaches, unauthorized access, or continued substandard
performance in the past two (2) years that has caused or reasonably could be expected to cause any substantial disruption or interruption
in or to the use of any such Systems by the Business, the Company or its Subsidiaries.


 




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Section
3.21. Certain Business Relationships with the Company and its Subsidiaries.


 


(a)
Except as set forth on ‎‎Section 3.21 of the Disclosure Schedule, none of Orgenesis Parent or its Subsidiaries, nor to
the Knowledge of Orgenesis Parent, any officer, or director of Orgenesis Parent, the Company or any of their Subsidiaries, or any Affiliates
of any of the foregoing (other than the Company and its Subsidiaries):


 


(i)
owns, directly or indirectly, any stock, equity or other ownership interest or investment in any Person that is engaged in the Business
or is a competitor, supplier, customer, lessor or lessee of the Company or any of its Subsidiaries; provided, however, that the foregoing
representation shall be deemed not to be made as to the ownership of not more than two percent (2%) of the capital stock of any such
Person that has securities registered pursuant to Section 13 or Section 15 of the Securities Exchange Act;


 


(ii)
has any claim against or owes any amount to, or is owed any amount by, the Company or any of its Subsidiaries;


 


(iii)
has any interest in or owns any assets, properties or rights used in the conduct of the Business;


 


(iv)
is a party to any Contract to which the Company or any of its Subsidiaries is a party or which otherwise benefits the Business; or


 


(v)
has received from or furnished to the Company or any of its Subsidiaries any goods or services since the Most Recent Fiscal Year End,
or is involved in any business relationship (other than an employment relationship in the Ordinary Course of Business) with the Company
or any of its Subsidiaries.


 


Section
3.22. Customers and Vendors.


 


(a)
‎Section 3.22 of the Disclosure Schedule sets forth a correct and complete list of the twenty-five (25) largest third-party
suppliers and vendors (by dollar volume) of products or services to the Company and its Subsidiaries with respect to the Business (the
“Material Vendors”), and all customers of the Company and its Subsidiaries with respect to the Business (the “Material
Customers”), each during the calendar year 2021 and the nine (9) months ended September 30, 2022. ‎‎Section
3.22 of the Disclosure Schedule also sets forth, for each such Material Vendor and Material Customer, the aggregate payments from and
to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such Material Vendors
or Material Customers.


 


(b)
Since January 1, 2021, none of the Material Vendors have indicated that it shall stop, or materially decrease the rate of, or materially
change the pricing of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the
terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries has any reason to believe
that any Material Vendor will stop, or materially decrease the rate of, or materially change the pricing of, supplying products or services
to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries
after, or as a result of, the consummation of any Transactions. Neither the Company, nor any of its Subsidiaries know of any fact, condition
or event which would adversely affect the relationship of the Company or its Subsidiaries with any such Material Vendor.


 




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(c)
Since January 1, 2021, none of the Material Customers have indicated that it shall stop, or materially decrease the rate of, or materially
change the pricing of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its
relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any
Material Customer will stop, or materially decrease the rate of, of materially change the pricing of, buying products or services from
the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after,
or as a result of, the consummation of any Transactions. Neither the Company, nor any of its Subsidiaries, know of any fact, condition
or event which would adversely affect the relationship of the Company or its Subsidiaries with any such Material Customer.


 


Section
3.23. Product Warranty. ‎ ‎Section 3.23 of the Disclosure Schedule sets forth an accurate, correct and complete
list and summary description of all claims arising from any product or service, alleged to have been manufactured, sold, provided, distributed,
leased, or delivered by the Business, the Company and its Subsidiaries not in conformity with all applicable contractual commitments
and all express and implied warranties during the prior three (3) years.


 


Section
3.24. Product Liability. ‎‎Section 3.24 of the Disclosure Schedule sets forth an accurate, correct and complete
list and summary description of all claims arising from or alleged to arise from any injury to person or property as a result of the
ownership, possession or use of any product manufactured, processed, sold, provided, distributed or delivered by the Business, the Company,
its Subsidiaries or their predecessors during the prior three (3) years. Neither the Company nor any of its Subsidiaries has any liability
(and to the Company’s Knowledge there is no reasonable basis for any present or future action, suit, proceeding, hearing, investigation,
charge, complaint, claim, or demand against the Company or any of its Subsidiaries giving rise to any liability) arising out of any injury
to individuals or property as a result of the ownership, possession, or use of any product manufactured, processed, sold, provided, distributed
or delivered by the Business, the Company, its Subsidiaries or any of their predecessors.


 


Section
3.25. Information Privacy and Data Security.


 


(a)
The Business’s, the Company’s and its Subsidiaries’ practices concerning the creation, receipt, maintenance, transmission,
use, disclosure, processing, protection, collection, analysis, retention, storage, privacy, security, breach, transfer, destruction,
and disposal of Personal Information comply with, and have not violated, any (i) Contract, (ii) Privacy Laws, or (iii) written policy
or privacy statement of the Company or its Subsidiaries.


 




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(b)
The Company and its Subsidiaries have implemented reasonable administrative, physical, contractual and technical safeguards sufficient
to protect the Personal Information processed or maintained by the Company and its Subsidiaries, and such safeguards are sufficient for
the size and scope of the Company and its Subsidiaries and the risks posed to the Personal Information processed by the Business, the
Company and its Subsidiaries. The Company and its Subsidiaries maintain reasonable and sufficient written policies and procedures concerning
the (i) protection of Personal Information, (ii) the protection of the systems, technology and networks that process such Personal Information,
and (iii) prevention, detection, containment, and correction of security violations respecting its information systems.


 


(c)
‎Section 3.25(c) of the Disclosure Schedule sets forth all incidents impacting the confidentiality, security, integrity, or
availability of the Business’s, the Company’s and its Subsidiaries’ information systems and/or the Personal Information
processed by the Business, the Company and its Subsidiaries. Except as set forth in ‎Section 3.25(c) of the Disclosure Schedule,
no claims have been asserted or threatened against the Company or any of its Subsidiaries (and to the knowledge of the Company, no such
claims are likely to be asserted or threatened) by any Person alleging a violation of such Person’s privacy, personal or confidentiality
rights under any applicable Laws.


 


Article
4

Covenants


 


Section
4.1. Conduct of Business.


 


(a)
Except for matters set forth on Schedule 4.1(a), matters consented to by the Investor or as required by applicable Law, from the date
hereof until the Initial Closing, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary
course consistent with past practices, and without limiting the generality of the foregoing, without the prior written consent of the
Investor, the Company shall not, and shall not permit any of its Subsidiaries to:


 


(i)
sell, lease, transfer or assign any assets or property (tangible or intangible) with a value in excess of $25,000 (or $100,000 in the
aggregate), other than sales of inventory in the Ordinary Course of Business;


 


(ii)
accelerate, terminate, cancel or allow to expire any Contract other than in the Ordinary Course of Business, which, if in existence on
the date hereof, would be required to be listed on ‎‎‎Section 3.13 of the Disclosure Schedule or received notice
from any Person regarding the acceleration, termination, modification or cancellation of a Contract required to be listed on ‎‎‎Section
3.13 of the Disclosure Schedule;


 


(iii)
issue, create, incur, assume or guarantee any Debt other than any current accounts payable in the Ordinary Course of Business;


 




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(iv)
forgive, cancel, compromise, waive or release any Debt owed to it or any right or claim except for resolving its accounts receivable
in the Ordinary Course of Business;


 


(v)
issue, sell or otherwise dispose of any of its equity or other ownership interests, or grant any options, warrants or other rights to
acquire (including upon conversion, exchange or exercise) any of its equity or other ownership interests or declare, set aside, make
or pay any dividend or distribution with respect to its equity or other ownership interests or redeem, purchase or otherwise acquire
any equity or other ownership interest or amend or make any change to any of its Organizational Documents or make any other payment to
its members or equityholders (or any Affiliates of such members or equityholders);


 


(vi)
sell, lease, license or otherwise transfer or dispose of, abandon or permit to lapse, fail to take any action necessary to maintain,
enforce or protect, or create or incur any Lien (other than Permitted Liens) on, any Intellectual Property owned by or licensed to the
Company or any of its Subsidiaries;


 


(vii)
grant any increase in salary, wages or bonus or otherwise increase the compensation or benefits payable or provided to any director,
manager, officer, employee, consultant, advisor or agent with, in each case, annual base compensation of at least $100,000;


 


(viii)
engage in any promotional, sales or discount or other activity that has or could reasonably be expected to have the effect of accelerating
sales or receivables prior to the Closing that would otherwise be expected to occur subsequent to the Closing;


 


(ix)
make any commitment outside of the Ordinary Course of Business or in excess of $25,000 in the aggregate for capital expenditures to be
paid after the Closing or failed to incur capital expenditures in accordance with its capital expense budget;


 


(x)
incur any material liability or obligation;


 


(xi)
make any material change to a material Contract by which the Company or any of its assets is bound;


 


(xii)
institute any material change in the conduct of their business or any material change in its accounting practices or methods, cash management
practices or method of purchase, sale, lease, management, marketing, or operation;


 


(xiii)
take or omit to take any action which could be reasonably anticipated to have a Material Adverse Effect;


 


(xiv)
make, change or rescind any material Tax election, change any Tax accounting period or adopt or change any material Tax accounting method,
settle or compromise any material Tax liability, obtain any Tax ruling or enter into any closing or similar agreement, surrender any
right to claim a material Tax refund, or amend any material Tax Return;


 




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(xv)
collect its accounts receivable or pay any accrued liabilities or accounts payable or prepay any expenses or other items, in each case
other than in the Ordinary Course of Business;


 


(xvi)
enter into any transaction with any Affiliate; and


 


(xvii)
agree or commit to any of the foregoing.


 


The
Parties agree as follows with respect to the period following the Closing:


 


Section
4.2. General. In case at any time after the Closing any further action is reasonably necessary to carry out the purposes of this
Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents)
as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled
to indemnification therefor under ‎Article 6). In furtherance of the foregoing, the Parties agree that each of the Parties
will take such further action (including the execution and delivery of such further instruments and documents) as may be reasonably requested
by the Investor in order to duly transfer any assets, properties or rights that are owned by Orgenesis Parent or any of its Subsidiaries
that were not transferred to the Company or its Subsidiaries in connection with the Reorganization but that either (a) are necessary
to operate the Business or (b) were used in the operation of the Business at any time during the twelve (12) month period prior to the
Closing Date.


 


Section
4.3. Litigation Support. In the event and for so long as any of Investor or the Company or its Subsidiaries is actively contesting
or defending against any Proceeding in connection with any fact, situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its
Subsidiaries, the Company will cooperate with it and its counsel in the contest or defense and provide such testimony and access to the
Company’s books and records as shall be necessary in connection with the contest or defense (and Orgenesis Parent shall use commercially
reasonable efforts to promptly review, respond to and, to the extent Orgenesis Parent is not prohibited by Law, comply with any reasonable
requests for information and/or documents in connection therewith), all at the sole cost and expense of the Company (unless Investor
is entitled to indemnification therefor under ‎Article 6).


 


Section
4.4. Transition. Orgenesis Parent shall not take any action that is designed or intended to have the effect of discouraging any
lessor, licensor, Customer, supplier, or other business associate of the Company and its Subsidiaries from maintaining the same business
relationships with the Company or its Subsidiaries after the Closing as it maintained with the Company and its Subsidiaries prior to
the Closing.


 




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Section
4.5. Confidentiality. Orgenesis Parent agrees not to, directly or indirectly, disclose to any other Person or use any Confidential
Information, unless required by applicable Law. If Orgenesis Parent is requested or required pursuant to written or oral question or
request for information or documents in any Proceeding, interrogatory, subpoena, civil investigation demand or similar process to disclose
any Confidential Information, then Orgenesis Parent will notify Investor and the Company promptly of the request or requirement so that
Investor or the Company may seek an appropriate protective order or waive compliance with the provisions of this ‎Section
4.5. If, in the absence of a protective order or the receipt of a waiver hereunder, Orgenesis Parent is, on the advice of counsel, compelled
to disclose any Confidential Information to any tribunal or else stand liable for contempt, then Orgenesis Parent may disclose the Confidential
Information to the tribunal; provided, however, that Orgenesis Parent shall use reasonable commercial efforts to obtain, at the request
of Investor, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information
required to be disclosed as Investor shall designate. The foregoing provisions shall not apply to any Confidential Information that (i)
is generally available to the public immediately prior to the time of disclosure unless such Confidential Information is so available
due to the actions of Orgenesis Parent or (ii) that does not relate to the Company or its Subsidiaries, the Business or a Customer. Notwithstanding
the foregoing, Orgenesis Parent may file a Current Report on Form 8-K (the “Form 8-K”) that describes the transactions
contemplated by this Agreement and the LLC Agreement and files such agreements as exhibits to such Form 8-K.


 


Section
4.6. Covenant Not to Compete. Nothing in this Agreement shall derogate from, or limit, Orgenesis Parent from conducting any business
(other than the Business solely through the Company) as it presently conducts or may conduct in the future (including, without limitation,
business related to the developing, selling and commercialization (either alone or jointly with Third Parties) products that are not
directly related to the Business); provided, however, that during the Restricted Period, Orgenesis Parent (and its current and future
Affiliates other than the Company and its Subsidiaries) will not directly (whether on its, his or her own account, or as an owner, operator,
manager, consultant, officer, director, employee, investor, independent contractor, agent, representative or otherwise), anywhere in
the Applicable Area, conduct any operations competitive with the Business (the Parties agree that both (i) the provision of process development
or manufacturing services on a contract basis for third parties (generally known as CDMO services); and (ii) the development and sale,
licensing or provision of cell processing systems, equipment and technologies thereof, for treating patients, would each be competitive
with the Business).


 


Section
4.7. Covenant Not to Solicit. During the Restricted Period, Orgenesis Parent will not, and will cause each of its Affiliates not
to, in any manner (whether on its, his or her own account, or as an owner, operator, manager, consultant, officer, director, employee,
investor, independent contractor, agent, representative or otherwise), (a) call upon, solicit or provide services to any Customer with
the intent of selling or attempting to sell any products or services that are the same as, or competitive with, those offered by the
Business, (b) hire or engage, or recruit, solicit or otherwise attempt to employ or engage, or enter into any business relationship with,
any Person currently or formerly employed by, or providing consulting services to, the Company or any of its Subsidiaries, or induce
or attempt to induce any Person to leave such employment or consulting arrangement, (c) in any way materially interfere with the relationship
between the Company or any of its Subsidiaries and any employee, consultant, Customer, sales representative, broker, supplier, licensee
or other business relation (or any prospective employee, consultant, customer, sales representative, broker, supplier, licensee or other
business relation) of the Company or any of its Subsidiaries (including, without limitation, by making any negative or disparaging statements
or communications regarding Investor, the Company, any of its Subsidiaries or any of their operations, officers, directors, managers,
employees, Affiliates or investors), or (d) recommend, or provide any reference to a third party for, any employee or contractor of the
Company or any of its Subsidiaries; provided, however that Orgenesis Parent may recruit, hire or engage former employees and consultants
to the Company and its Subsidiaries after such former employees or consultants have ceased to be employed or otherwise engaged by the
Company or any of its Subsidiaries for a period of at least twelve (12) months.


 




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Section
4.8. Enforcement. If the final judgment of a court of competent jurisdiction declares that any term or provision of Sections ‎4.5,
‎4.6 or ‎4.7 is invalid or unenforceable, then the Parties agree that the court making the determination of invalidity
or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or
phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that
comes closer to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as
so modified after the expiration of the time within which the judgment may be appealed. In the event of litigation involving Sections
‎4.5, ‎4.6 or ‎4.7, the non-prevailing party shall reimburse the prevailing party for all reasonable
costs and expenses actually incurred by the prevailing party, including reasonable attorneys’ fees and expenses, incurred in connection
with any such litigation, including any appeal therefrom. The existence of any claim or cause of action by Orgenesis Parent against Investor,
the Company or any of their respective Affiliates, whether predicated on this Agreement or otherwise, will not constitute a defense to
the enforcement by Investor of the provisions of Sections ‎4.5, ‎4.6 or ‎4.7, which Sections will be
enforceable notwithstanding the existence of any breach by Investor or the Company. Notwithstanding the foregoing, Orgenesis Parent will
not be prohibited from pursuing such claims or causes of action against Investor or the Company.


 


Section
4.9. Release. Orgenesis Parent, for itself and each of its Affiliates, and its and their heirs, personal representatives, successors
and assigns (collectively, the “Releasors”), hereby (a) forever fully and irrevocably releases and discharges Investor,
the Company, each of its respective Subsidiaries, and each of their respective predecessors, successors, wholly owned subsidiaries and
present equityholders, members, managers, directors, officers, employees, contractors, and agents (collectively, the “Released
Parties”) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities
of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs,
expenses, and attorneys’, brokers’ and accountants fees and expenses) related to events, facts, conditions or circumstances
existing or arising prior to the Closing Date, which the Releasors can, shall or may have against the Released Parties, whether known
or unknown, suspected or unsuspected (collectively, the “Released Claims”), and (b) irrevocably agrees to refrain
from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Proceeding against any Released
Party based upon any Released Claim. Notwithstanding the preceding sentence of this ‎Section 4.9, “Released Claims”
does not include, and the provisions of this ‎Section 4.9 shall not release or otherwise diminish, (x) the obligations of
any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements or breach thereof (including, without
limitation, with respect to any Intellectual Property Rights), or (y) any claims against the Company, or any of its Subsidiaries that
relate to Orgenesis Parent as a customer of the Business, or (aa) any claims that Orgenesis Parent may have against the Company or its
Subsidiaries based upon fraud or willful or intentional misconduct; provided, however, that Orgenesis Parent shall indemnify the Investor
for all Adverse Consequences that may be suffered by the Investor in connection with or as a result of any such claim. Nothing herein
shall derogate from, or be deemed to limit, Orgenesis Parent’s ability to bring an action against the Company and/or the Company’s
Subsidiaries in the event such action is required under Law as a necessary step for Orgenesis Parent to bring suit against any executive,
director, stockholder (but not the Investor) or officer of the Company or its Subsidiaries, provided, however, that Orgenesis Parent
shall indemnify Investor, the Company and its Subsidiaries for all Adverse Consequences that may be suffered by Investor, the Company
or its Subsidiaries as a result of such action.


 




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Section
4.10. South Korea Sub. Orgenesis Parent will, (a) at its sole expense, be responsible for any costs and expenses (including, for
the avoidance of doubt, the purchase price) associated with acquiring all equity and other ownership interests of the South Korea Sub
and (b) for no additional consideration contribute all right, title and interest in and to all such equity and other ownership interests,
free and clear of all Liens, to the Company.


 


Section
4.11. LLC Agreement Terms. Orgenesis Parent shall use its commercially reasonable efforts to ensure that the LLC Agreement Terms
are Properly Approved as soon as possible after Initial Closing, but in any event no later than the LLC Agreement Terms Deadline. Orgensis
Parent hereby agrees that it shall not approve, enter into, or agree to any arrangement or contractual restriction or obligation at any
time that would, or would reasonably be expected to, limit, impair or restrict in any manner any of MM’s rights under this Agreement
or under the LLC Agreement.


 


Section
4.12. Tissue Genesis Earnout. The Company shall be responsible for satisfying in full all outstanding payment obligations set
forth in that certain Asset Purchase Agreement, by and between Koligo Therapeutics, Inc. and Tissue Genesis, LLC, dated as of October
14, 2020 (except for any royalties payable to Tissue Genesis, LLC in accordance with Section 3.1.4 thereof).


 


Section
4.13. Theracell JV. Orgenesis Parent shall (a) at its sole expense, be responsible for any costs and expenses (including, for
the avoidance of doubt, the purchase price) associated with acquiring all equity and other ownership interests of Theracell Laboratories
d.o.o., (b) for no additional consideration contribute all right, title and interest in and to all such equity and other ownership interests,
free and clear of all Liens, to the Company, (c) within thirty (30) days after the Closing Date, assign to Orgenesis Maryland LLC all
its rights as lender under that certain Loan Agreement of Orgenesis Parent to Theracell Laboratories dated January 1, 2021 (the “Orgenesis
Parent Theracell Loan”), and (d) at its sole expense, be responsible for any payment obligations in respect of the Orgenesis
Parent Theracell Loan to the extent not assigned to Orgenesis Maryland LLC, and any amounts payable as of the Initial Closing under that
certain Loan Agreement of Theracell Advanced Biotechnology to Theracell Laboratories dated January 1, 2021.


 




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Section
4.14. Orgenesis Austria. Orgenesis Parent shall use its commercially reasonable efforts to transfer Orgenesis Austria to Orgenesis
Parent or one of its Subsidiaries within ninety (90) days of the date of this Agreement; provided that the Company and/or the
Investor shall not be responsible for, and Orgenesis Parent shall hold them harmless against, any liabilities or obligations of Orgenesis
Austria (including, for the avoidance of doubt, any liabilities or obligations in connection with the transfer of Orgenesis Austria to
Orgenesis Parent).


 


Section
4.15. Intercompany Loan Agreements. Orgenesis Parent shall amend (i) that certain Loan Agreement between Orgenesis Parent and
the South Korea Sub dated January 1, 2021, (ii) that certain Loan Agreement between Orgenesis Parent and Israel Sub, and (ii) that certain
Loan Agreement between Orgenesis Parent and Orgenesis Germany GmbH dated January 1, 2021, in a manner reasonably acceptable to the Investor
within thirty (30) days after the Closing Date.


 


Article
5

Conditions to the Initial Closing; Termination


 


Section
5.1. Conditions of Orgenesis Parent. The obligations of Orgenesis Parent to consummate the Initial Investment are subject to the
fulfillment, on or before the Initial Closing, of each of the following conditions, unless otherwise waived:


 


(a)
Investor shall have delivered to Orgenesis Parent a counterpart signature page to the LLC Agreement signed by Investor.


 


(b)
The representations and warranties of the Investor contained in ‎Section 2.2 shall be true and correct in all respects as
of such Closing, other than such failures to be true and correct as would not, individually or in the aggregate, prevent or materially
delay the consummation of the Transaction.


 


(c)
The Investor shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by them on or before the Initial Closing.


 




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(d)
No Order issued by any court of competent jurisdiction or other legal restraint or prohibition shall be in effect prohibiting the consummation
of the Initial Closing.


 


Section
5.2. Conditions to Investor’s Obligations at Closing. The obligations Investor to consummate the Initial Investment is subject
to the fulfillment or waiver of each of the following conditions:


 


(a)
(i) The representations and warranties of Orgenesis Parent contained in Sections ‎2.1(a), ‎2.1(b) and ‎2.1(d)
and of the Company contained in Sections ‎3.1, ‎3.2, ‎3.3 and ‎3.4 shall be true and correct
as of the Initial Closing and (ii) the representations and warranties of Orgenesis Parent contained in the remainder of ‎Section
2.1 and of the Company contained in the remainder of Article III shall be true and correct as of the Initial Closing (without giving
effect to any “material adverse effect” or “material” qualifiers and exceptions therein), other than, in the
case of this clause (ii), for such failures to be true and correct that would not reasonably be expected to, individually or in the aggregate,
have a Material Adverse Effect.


 


(b)
Orgenesis Parent and the Company shall have performed and complied in all material respects with all covenants, agreements, obligations
and conditions contained in this Agreement that are required to be performed or complied with by Orgenesis Parent or the Company, as
applicable, on or before the Initial Closing.


 


(c)
No Order issued by any court of competent jurisdiction or other legal restraint or prohibition shall be in effect prohibiting the consummation
of the Initial Closing.


 


(d)
No Material Adverse Effect shall have occurred.


 


(e)
Orgenesis Parent shall have delivered to Investor:


 


(i)
a certificate, executed by an executive officer or each of Orgenesis Parent and the Company, certifying that the conditions specified
in clauses ‎5.2(a) and ‎5.2(b) above have been fulfilled.


 


(ii)
all Consents and Permits of Governmental Bodies and other Persons necessary for the consummation of the Transactions, including those
Consents and Permits set forth on Schedule ‎5.2(e)(ii);


 


(iii)
a certificate of the Secretary of the Company, on behalf of the Company and each of its Subsidiaries, dated as of the Closing Date, attaching
and certifying (x) the Organizational Documents of the Company and each of its Subsidiaries, (y) the resolutions of the Company authorizing
and approving the entry into and consummation of the Transactions, and (z) the incumbency and signatures of the Persons signing this
Agreement and the Ancillary Agreements to which the Company or any of its Subsidiaries is a party;


 




    	41



     


    

 


(iv)
a certificate of the Secretary of Orgenesis Parent, dated as of the Closing Date, attaching and certifying (x) the Organizational Documents
of Orgenesis Parent, (y) the resolutions of Orgenesis Parent authorizing and approving the entry into and consummation of the Transactions,
and (z) the incumbency and signatures of the Persons signing this Agreement and the Ancillary Agreements to which Orgenesis Parent is
a party;


 


(v)
good standing certificates for the Company from the Secretary of State of the State of Delaware and each jurisdiction in which the Company
is qualified to do business other than those good standing certificates delivered in connection with the Loan Agreement;


 


(vi)
a counterpart signature page to the LLC Agreement signed by Orgenesis Parent;


 


(vii)
all documentation necessary to terminate each related party contract set forth on Schedule 5.2(e)(vii);


 


(viii)
on behalf of the Company, a duly executed certificate, dated not more than thirty (30) days prior to the Closing Date, satisfying the
requirements of Treasury Regulations Section 1.1445-11T(d)(2)(i); and


 


(ix)
all other instruments and documents required by this Agreement to be delivered by the Company, its Subsidiaries, or Orgenesis Parent
to Investor, and such other instruments and documents which Investor or its counsel may reasonably request to effectuate the Transactions.


 


(f)
Orgenesis Parent, the Company and the Investor shall have finalized and agreed to Schedule I (Services) to the Services Agreement, in
a form acceptable to the Investor and the Company.


 


Section
5.3. Termination. This Agreement may be terminated at any time prior to the Initial Closing:


 


(a)
by mutual written agreement of Orgenesis Parent and the Investor;


 


(b)
by either Orgenesis Parent or the Investor if consummation of the Initial Investment would violate any order, decree or judgment of any
Governmental Body;


 


(c)
by the Investor (but only so long as the Investor not in material breach of any of its obligations under this Agreement) if there has
been a material breach of any representation, warranty, covenant or agreement of Orgenesis Parent or the Company, such that one or more
of the conditions to the Initial Closing set forth in ‎Section 5.2 could not be fulfilled and such breach is not cured within
30 days following the Investor providing written notice of such breach to Orgenesis Parent; or


 


(d)
by Orgenesis Parent (but only so long as Orgenesis Parent is not in material breach of any of its obligations under this Agreement) if
there has been a material breach of any representation, warranty, covenant or agreement of the Investor such that one or more of the
conditions to the Initial Closing set forth in ‎Section 5.1 could not be fulfilled and such breach is not cured within 30
days following Orgenesis Parent providing written notice of such breach to the Investors.


 




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Section
5.4. Effects of Termination. In the event of any termination of this Agreement as provided in ‎Section 5.3 hereof,
this Agreement (other than this ‎Section 5.4), which shall remain in full force and effect) shall forthwith become wholly
void and of no further force and effect.


 


Article
6

Remedies for Breaches of This Agreement


 


Section
6.1. Indemnification by Orgenesis Parent.


 


(a)
Subject to the terms and conditions of this ‎Article 6, Orgenesis Parent will indemnify, defend and hold harmless Investor
and the Company (the “Investor Indemnitees”) from and against the entirety of any Adverse Consequences that any Investor
Indemnitee may suffer or incur (including any Adverse Consequences they may suffer or incur after the end of any applicable survival
period, provided that an indemnification claim with respect to such Adverse Consequence is made pursuant to this ‎Article
6 prior to the end of any applicable survival period) resulting from, arising out of, relating to, or caused by (i) any breach of any
representation or warranty made by Orgenesis Parent, the Company or any of its Subsidiaries in ‎Section 2.1 or ‎Article
3 or in any Ancillary Agreement, (ii) any breach of any covenant or agreement of Orgenesis Parent (or of the Company at or prior to Closing)
in this Agreement or in any Ancillary Agreement, (iii) any liabilities related to Orgenesis Austria or in connection with the transfer
of Orgenesis Austria to Orgenesis Parent or (iv) the issued and outstanding equity interests of the South Korea Sub that are not owned
by the Company as of the date hereof, including any claim relating thereto. The Investor shall not be entitled to indemnification for
breaches of a representation and warranty pursuant to this ‎Article 6 with respect to matters or items that are properly disclosed
as exceptions to such representation and warranty in the applicable section(s) of the Disclosure Schedule and in accordance with ‎Section
9.15.


 


(b)
Orgenesis Parent agrees that it shall pay and otherwise fully satisfy and discharge all Designated Pre-Closing Liabilities, and shall
indemnify, defend and hold all Investor Indemnitees harmless from and against, and shall reimburse all Investor Indemnitees for, the
entirety of any Adverse Consequences that any Investor Indemnitee may suffer or incur in connection with any Designated Pre-Closing Liabilities.


 


Section
6.2. Indemnification by Investor. Subject to the terms and conditions of this ‎Article 6, Investor will indemnify,
defend and hold harmless Orgenesis Parent and its successors and assigns (the “Orgenesis Indemnitees”) from and against
the entirety of any Adverse Consequences they may suffer or incur resulting from, arising out of, relating to, or caused by (a) any breach
of any representation or warranty made by Investor in ‎Section 2.2 or in any Ancillary Agreement or (b) any breach of any
material covenant or agreement of Investor in this Agreement.


 




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Section
6.3. Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties in this Agreement
or any other certificate or document delivered pursuant to this Agreement will survive the Closing indefinitely subject to the following
two sentences. Notwithstanding the foregoing, Orgenesis Parent will have no liability with respect to any claim under ‎Section
6.1(a)(i) unless Investor notifies Orgenesis Parent of such a claim on or before the date that is twenty-four (24) months after the Closing
Date (the “General Survival Date”); provided, however, that (a) any claim relating to any representation made in ‎Section
3.9 (Legal Compliance) may be made at any time until the date that is three (3) years after the Closing Date, (b) any claim relating
to any representation made in Section ‎3.6 (Assets) and Section ‎3.12 (Intellectual Property) may be made at any
time until the date that is seven (7) years after the Closing Date and (c) any claim relating to any representation made in ‎Section
2.1(a) (Authorization of Transaction), ‎2.1(c) (Brokers’ Fee), ‎2.1(d) (Company Securities), ‎2.1(f)
(Reorganization), ‎2.1(g) (Subsidiaries), ‎3.1 (Organization, Qualification, and Power), ‎3.2 (Authorization
of Transaction), ‎3.3 (Capitalization and Subsidiaries), ‎3.5 (Brokers’ Fees), ‎‎3.10 (Tax
Matters) and ‎‎Section 3.18 (Debt) may be made at any time without limitation (collectively, the representations and warranties
described in clauses ‎(a), ‎(b) and ‎(c) are referred to as the “Excluded Representations”)
and (d) any claim relating to any representation made in ‎Section 3.9 (Legal Compliance) and any claim related to intentional
or fraudulent breaches of the representations and warranties may be made at any time without limitation. Investor will have no liability
with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement unless Orgenesis Parent notifies
Investor of such a claim on or before the General Survival Date. Notwithstanding anything to the contrary contained herein, if Investor
or Orgenesis Parent, as applicable, provides notice of a claim in accordance with the terms of this Agreement within the applicable time
period set forth above, then liability for such claim will continue until such claim is fully resolved.


 


Section
6.4. Limitations on Indemnification by Orgenesis Parent.


 


(a)
With respect to the matters described in ‎Section 6.1(a)(i), Orgenesis Parent will have no liability until Investor Indemnitees
have suffered aggregate Adverse Consequences by reason of all such breaches in excess of $500,000 (the “Threshold”),
after which point Orgenesis Parent will be obligated to indemnify Investor Indemnitees from and against all Adverse Consequences from
dollar one; provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to (i) breaches
of the Excluded Representations or (ii) any intentional or fraudulent breach of a representation or warranty.


 


(b)
With respect to the matters described in ‎Section 6.1(a)(i), the aggregate maximum liability of Orgenesis Parent shall be
the aggregate amount invested in the Company by Investor in accordance with this Agreement (the “Cap”); provided,
that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to any intentional or fraudulent breach
of representation or warranty.


 




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(c)
Investor agrees that it shall not be entitled to indemnification or have any recourse against Orgenesis Parent or the Company, solely
for the Company’s failure to meet the conditions required for payment of the First Future Investment and/or Second Future Investment
as set forth in Sections ‎1.4(a) and ‎1.4(b) and that Investor’s sole remedy and recourse for such failure
is that the First Future Investment and/or the Second Future Investment, as applicable, shall not be earned and shall not be payable.


 


Section
6.5. Limitations on Indemnification by Investor.


 


(a)
With respect to the matters described in ‎Section 6.2(a), Investor will have no liability until Orgenesis Indemnitees have
suffered Adverse Consequences by reason of all such breaches in excess of the Threshold, after which point Investor will be obligated
to indemnify Orgenesis Indemnitees from and against all Adverse Consequences from dollar one; provided, that the foregoing limitations
shall not apply in respect of any Adverse Consequences relating to (i) breaches of any representation made in Sections ‎2.2(a)
(Organization of Investor), ‎2.2(b) (Authorization of Transaction), and ‎2.2(d) (Brokers’ Fees) or (ii) any
intentional or fraudulent breach of a representation or warranty.


 


(b)
With respect to the matters described in ‎Section 6.2(a), the aggregate maximum liability of Investor shall be the Cap.


 


Section
6.6. Third-Party Claims.


 


(a)
If a third party initiates a claim, demand, dispute, lawsuit or arbitration (a “Third-Party Claim”) against any Person
(the “Indemnified Party”) with respect to any matter that the Indemnified Party might make a claim for indemnification
against any Party (the “Indemnifying Party”) under this ‎Article 6, then the Indemnified Party must promptly
notify the Indemnifying Party in writing of the existence of such Third-Party Claim and must deliver copies of any documents served on
the Indemnified Party with respect to the Third-Party Claim; provided, however, that any failure on the part of an Indemnified Party
to so notify an Indemnifying Party shall not limit any of the obligations of the Indemnifying Party under this ‎Article 6
(except to the extent such failure materially prejudices the defense of such proceeding).


 


(b)
Upon receipt of the notice described in ‎Section 6.6(a), the Indemnifying Party will have the right to defend the Indemnified
Party against the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party, provided, that (i) the Indemnifying
Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third-Party
Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the
Indemnified Party may suffer resulting from, arising out of, relating to, or caused by the Third-Party Claim, (ii) the Indemnifying Party
provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the
financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third-Party
Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) the Third-Party Claim does not involve
any customer of the Company or any of its Subsidiaries, (v) settlement of, or an adverse judgment with respect to, the Third-Party Claim
is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing
business interests or the reputation of the Indemnified Party, and (vi) the Indemnifying Party conducts the defense of the Third-Party
Claim actively and diligently. The Indemnifying Party will keep the Indemnified Party apprised of all material developments, including
settlement offers, with respect to the Third-Party Claim and permit the Indemnified Party to participate in the defense of the Third-Party
Claim. So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with this ‎Section
6.6(b), the Indemnifying Party will not be responsible for any attorneys’ fees or other expenses incurred by the Indemnified Party
regarding the defense of the Third-Party Claim.


 




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(c)
In the event that any of the conditions under ‎Section 6.6(b) is or becomes unsatisfied, however, (i) the Indemnified Party
may defend against, and consent to the entry of any judgment on, or enter into any settlement with respect to, the Third-Party Claim
in any manner it may reasonably deem appropriate, (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically
for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses), and (iii) the Indemnifying
Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating
to, or caused by the Third-Party Claim to the fullest extent provided in this ‎Article 6.


 


(d)
Except in circumstances described in ‎Section 6.6(c), neither the Indemnified Party nor the Indemnifying Party will consent
to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of
the other party, which consent will not be unreasonably withheld or delayed.


 


Section
6.7. Other Indemnification Matters. For purposes of determining the amount of Adverse Consequences resulting from any misrepresentation
or breach of a representation or warranty (but for the avoidance of doubt, not for purposes of determining whether there has been any
misrepresentation or breach of a representation or warranty), all qualifications or exceptions in any representation or warranty relating
to or referring to the terms “material”, “materiality”, “in all material respects”, “Material
Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for such purposes,
the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included
in them. Orgenesis Parent agrees that Orgenesis Parent and its Affiliates have no claims or rights to contribution or indemnity from
the Company or any of its Subsidiaries with respect to any amounts paid by Orgenesis Parent pursuant to this ‎Article 6. The
right to indemnification, payment of any losses or other remedy based on such representations and warranties (as modified by the applicable
sections of the Disclosure Schedule), covenants, and obligations will not be affected by any investigation conducted with respect to,
or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement,
with respect to the accuracy or inaccuracy of or compliance with, any such representation or warranty (as modified by the applicable
sections of the Disclosure Schedule), covenant, or obligation. Orgenesis Parent hereby acknowledges that, regardless of any investigation
made (or not made) by or on behalf of Investor, and regardless of the results of any such investigation, Investor has entered into this
transaction in express reliance upon such representations and warranties (as modified by the applicable sections of the Disclosure Schedule)
covenants and obligations.


 




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Article
7

Tax Matters


 


Section
7.1. Tax Indemnification. In addition to (but without duplication of) the indemnification provisions of ‎Article 6,
Orgenesis Parent shall be liable for, and shall indemnify and hold Investor Indemnitees harmless from and against any Adverse Consequences
that any Investor Indemnitee suffers or incurs resulting from, arising out of, relating to, or caused by (a) all Taxes of Orgenesis Parent,
(b) all Taxes imposed on, incurred by or relating to the Company and its Subsidiaries with respect to any Pre-Closing Tax Periods, (c)
all Taxes imposed on or incurred by Orgenesis Parent, the Company or any of their Subsidiaries with respect to the Reorganization, (d)
all Taxes of any Person imposed on any of the Company or any of its Subsidiaries as a transferee or successor or by contract, which Taxes
relate to an event or transaction occurring before the Closing, (e); (f) all Taxes of any member of an affiliated, consolidated, combined,
or unitary group of which the Company or its Subsidiaries (or any predecessor) is or was a member on or prior to the Closing Date, including
pursuant to Treasury Regulation Section 1.1502 -6 or any analogous or similar state, local, or foreign Law and (g) all Taxes borne by
Orgenesis Parent pursuant to ‎Section 7.4.


 


Section
7.2. Straddle Periods. For purposes of this Article, in the case of any Taxes that are imposed on a periodic basis and are payable
for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the Pre-Closing Tax Period
will (a) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to equal the amount of such
Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing
Date and the denominator of which is the number of days in the entire Tax period, and (b) in the case of any Tax based upon or related
to payroll, income or receipts, be deemed to equal the amount that would be payable if the relevant Tax period ended on the Closing Date.


 


Section
7.3. Cooperation on Tax Matters. Investor and Orgenesis Parent will cooperate, as and to the extent reasonably requested by the
other Party, in connection with the filing and preparation of Tax Returns pursuant to this Article and any Proceeding related thereto.
Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that
are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information
and explanation of any material provided hereunder. Investor and Orgenesis Parent will retain all books and records with respect to Tax
matters pertinent to the Company and its Subsidiaries relating to any Tax period beginning before the Closing Date until thirty (30)
days after the expiration of the statute or period of limitations of the respective Tax periods.


 




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Section
7.4. Certain Taxes. All transfer (including real estate transfer), documentary, sales, use, stamp, filing, recording, registration
and other such Taxes and fees (including any penalties and interest) (“Transfer Taxes”) incurred in connection with
this Agreement or the Transactions will be paid by Orgenesis Parent when due, and Orgenesis Parent will, at its own expense, file all
necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and, if required by applicable Law, the Company
and Investor will join in the execution of any such Tax Returns and other documentation.


 


Section
7.5. Tax Election. Notwithstanding anything herein to the contrary, at the request of the Investor, the Company and each Subsidiary
treated as a partnership for U.S. federal income Tax purposes during any taxable period ending on or prior to the Closing Date shall
make the election under Section 6226(a) of the Code (and any similar provision of state or local Law) to “push out” any adjustment
with respect to such period to its partners or former partners, and the parties hereto shall take any other action such as filings, disclosures
and notifications necessary to effectuate such election.


 


Section
7.6. Tax Treatment. The Parties will, and will cause its Affiliates to, prepare and file all applicable Tax Returns required to
be filed by Investor or its Affiliates with any Governmental Body in any manner consistent with the Tax Treatment and to take no position
inconsistent with the Tax Treatment in any applicable Tax Return or in any proceeding before any Governmental Body, unless otherwise
required by applicable Law.


 


Article
8

Definitions


 


“Accountants”
has the meaning set forth in ‎Section 1.5.


 


“Adverse
Consequences” means all actions, suits, Proceedings, charges, complaints, claims, Orders, dues, penalties, fines, costs, amounts
paid in settlement, liabilities, obligations, Taxes, Liens, losses, damages, deficiencies, costs of investigation, court costs, and other
expenses (including interest, penalties and reasonable attorneys’ fees and expenses, whether in connection with Third-Party Claims
or claims among the Parties related to the enforcement of the provisions of this Agreement.


 


“Affiliate”
means, with respect to the Person to which it refers, (a) a Person that directly or indirectly, through one or more intermediaries, controls,
is controlled by or is under common control with, such Person, (b) any officer, director, manager or equityholder of such Person, (c)
any parent, sibling, descendant or spouse of such Person or of any of the Persons referred to in clauses (a) and (b), and (d) any corporation,
limited liability company, general or limited partnership, trust, association or other business or investment entity that directly or
indirectly, through one or more intermediaries controls, is controlled by or is under common control with any of the foregoing individuals.
For purposes of this definition, the term “control” of a Person shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies, whether through the ownership of voting securities, by Contract
or otherwise.


 




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“Agreement”
has the meaning set forth in the preface.


 


“Ancillary
Agreements” means the LLC Agreement, the Services Agreement, and all of the other agreements, documents and instruments executed
and delivered pursuant to this Agreement.


 


“Applicable
Area” means (a) anywhere in the world, but if such area is determined by judicial action to be too broad, then it means (b)
Europe, North America and Asia, but if such area is determined by judicial action to be too broad, then it means (c) any country in which
Orgenesis Parent, the Company or their Subsidiaries are engaged in (or are contemplating engaging in) Business prior to the Closing Date,
but if such area is determined by judicial action to be too broad, then it means (d) any state or locality within any country in which
Orgenesis Parent, the Company or their Subsidiaries engaged in (or are contemplating engaging in) Business prior to the Closing Date.


 


“AR
Adjustment” has the meaning set forth in Section 1.10(a).


 


“AR
Adjustment Objections Statement” has the meaning set forth in Section 1.10(b).


 


“AR
Adjustment Report” has the meaning set forth in Section 1.10(b).


 


“Business”
means (i) providing at the point of care to third-party customers cell or gene therapy development, processing or manufacturing services
or related products for treating patients, (ii) the Company’s point-of-care system, POCare Centers, point-of-care products, point-of-care
processing, and point-of-care development services for the development, manufacturing or processing of therapeutics, processes, systems
and technologies to treat patients in a point-of-care clinical, hospital or institutional setting, and any future point-of-care services
substantially related to the foregoing, through using OMPULs, and (iii) the development and sale, licensing or provision of point of
care cell processing systems, equipment and technologies for treating patients.


 


“Business
Day” means any day that is not a Saturday, Sunday or any other day on which banks are required or authorized by Law to be closed
in New York, New York.


 


“Cap”
has the meaning set forth in ‎Section 6.4(b).


 


“Cash
Payment” has the meaning set forth in ‎Section 1.2.


 


“Change
of Control Transaction” has the meaning set forth in ‎Section 9.18.


 


“Class
A Preferred Units” has the meaning set forth in ‎Section 1.1.


 


“Closing”
has the meaning set forth in ‎Section 1.8.


 


“Closing
Date” has the meaning set forth in ‎Section 1.8.


 




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“Code”
means the Internal Revenue Code of 1986, as amended, and any applicable rules and regulations thereunder, and any successor to such statute,
rules or regulations.


 


“Company”
has the meaning set forth in the preface.


 


“Company
Common Units” has the meaning set forth in Section 1.10(a).


 


“Company
Employee” means an employee of the Company or any of its Subsidiaries as of the date hereof.


 


“Company
Insurance Agreements” has the meaning set forth in ‎Section 3.14.


 


“Company
Securities” has the meaning set forth in ‎Section 3.3(a).


 


“Confidential
Information” means any information concerning the Company or the Business and the business and affairs of the Company and its
Subsidiaries not already generally available to the public.


 


“Consent”
means, with respect to any Person, any consent, approval, authorization, permission or waiver of, or registration, declaration or other
action or filing with or exemption by such Person.


 


“Contract”
means any oral or written contract, obligation, understanding, commitment, lease, license, purchase order, bid or other agreement.


 


“Copyrights”
has the meaning set forth in the definition of Intellectual Property.


 


“Customer”
means any Person who (a) purchased or licensed services of the Business from the Company or any of its Subsidiaries (or their predecessors)
during the three (3) years prior to the Closing Date, (b) was called upon or solicited by the Company or any of its Subsidiaries (or
their predecessors) during such three (3) year period if such solicitation relates to the Business, or (c) was a distributor, sales representative,
agent or broker for the Company or any of its Subsidiaries during such three (3) year period with respect to the Business. Notwithstanding
the foregoing, the term “Customer” shall not include (i) any Third Party or (ii) any Person purchasing or licensing products
from or providing or receiving services from/to the Company that do not relate to the Business.


 


“Debt”
means any (a) obligations relating to indebtedness for borrowed money, (b) obligations evidenced by bonds, notes, debentures or similar
instruments, (c) obligations in respect of capitalized leases (calculated in accordance with GAAP), (d) the principal or face amount
of banker’s acceptances, surety bonds, performance bonds or letters of credit (in each case whether or not drawn), (e) obligations
for the deferred purchase price of property or services, including, without limitation, the maximum potential amount payable with respect
to earnouts, purchase price adjustments or other payments related to acquisitions, (f) obligations under any existing interest rate,
commodity or other swap, hedge or financial derivative agreement entered into by the Company or its Subsidiaries prior to Closing, (g)
Off-Balance Sheet Financing of the Company or its Subsidiaries in existence immediately prior to the Closing, (h) other long term or
non-ordinary course liabilities, (i) asset retirement obligations or provisions for reinstatement, (j) obligations related to any deferred
compensation or other unfunded or underfunded retirement or pension plan, fund, program, or other benefits of the Company or its Subsidiaries
(including any amounts the Company or any of its Subsidiaries are required to pay in connection with defined contribution schemes (including
any minimum returns related thereto)), (k) all accounts payable of the Company and its Subsidiaries that have been outstanding for more
than 120 days, (l) deferred revenue, (m) outstanding amount of the South Korea Loan (subject to Section 1.11), (n) indebtedness or obligations
of the types referred to in the preceding clauses (a) through (m) of any other Person secured by any Lien on any assets of the Company
or any of its Subsidiaries, even though the Company and its Subsidiaries have not assumed or otherwise become liable for the payment
thereof, and (o) obligations in the nature of guarantees of obligations of the type described in clauses (a) through (m) above of any
other Person, in each case together with all accrued interest thereon and any applicable prepayment, redemption, breakage, make-whole
or other premiums, fees or penalties.


 




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“Debt
Adjustments” means all Debt of the Company and its Subsidiaries as of Closing as set forth on Exhibit B.


 


“Designated
Courts” has the meaning set forth in ‎Section 9.17.


 


“Designated
Intellectual Property” has the meaning set forth in ‎Section 3.12(c).


 


“Designated
Pre-Closing Liabilities” means any liability or obligation of the Company and its Subsidiaries arising out of the operation
of the business of the Company and its Subsidiaries prior to the Closing Date (excluding, for the avoidance of doubt, any items included
within the definition of Debt Adjustments, any intercompany indebtedness with Orgenesis Parent to the extent reflected on the Financial
Statements and amounts payable on a current basis that were incurred by the Company or any of its Subsidiaries in the Ordinary Course
of Business).


 


“Disclosure
Schedule” means the disclosure schedule delivered by Orgenesis Parent and the Company to Investor on the date hereof.


 


“Earnout
Objections Statement” has the meaning set forth in Section 1.6(b).


 


“Earnout
Payment” has the meaning set forth in Section 1.6(a).


 


“Earnout
Report” has the meaning set forth in Section 1.6(b).


 


“EBITDA”
means, for the relevant time period, the net income of the Company and its Subsidiaries on a consolidated basis, prior to the provision
for interest expense (net of interest income) for such period, income Taxes for such period, and depreciation and amortization for such
period, with each such line item calculated in accordance with GAAP. Notwithstanding anything in this Agreement to the contrary, (i)
if the Company or any of its Subsidiaries engages in an acquisition, joint venture, disposition or similar transaction prior to the end
of the relevant time period, then EBITDA will be calculated without giving effect to such acquisition, joint venture, disposition or
similar transaction (or the business acquired thereby), (ii) the calculation of EBITDA shall exclude any amounts received by the Company
or any of its Subsidiaries from any Governmental Body pursuant to a grant or any other similar award or reimbursement and (iii) the calculation
of EBITDA shall (A) exclude the impact of any Net Revenue that is not collected in cash within one hundred sixty (160) days after the
relevant time period (to the extent not otherwise reserved), and shall (B) without duplication of the prior clause (A), include the impact
of any bad debt expense or revenue write-off recorded in a subsequent period associated with the Net Revenue of the relevant time period.
For the avoidance of doubt, any research and development expenses related to the development and sale, licensing or provision of cell
processing systems, equipment and technologies (but only such expenses which are consistent with the “Technologies” financial
statements provided to Investor), shall not be included in the calculation of EBITDA.


 




    	51



     


    

 


“Employee
Benefit Plan” means any (a) pension plan or deferred compensation or retirement plan, fund, program, or arrangement, (b) equity-based
plan, program, or arrangement (including any stock or equity interest option, stock or equity interest purchase, stock or equity interest
ownership, stock or equity interest appreciation, phantom stock or equity interest, or restricted stock or equity interest plan) or (c)
other retirement, severance, bonus, profit-sharing, incentive, health, dental, medical, surgical, hospital, indemnity, welfare, sickness,
accident, disability, death, apprenticeship, training, day care, scholarship, tuition reimbursement, education, adoption assistance,
prepaid legal services, termination, unemployment, vacation or other paid time off, change in control, or other similar plan, fund, program,
or arrangement, whether written or unwritten, that is sponsored, maintained, or contributed to, or required to be maintained or contributed
to, by the Company or any of its Subsidiaries or any other Person for the benefit of any present or former officers, employees, agents,
directors, consultants, or independent contractors of the Company or any of its Subsidiaries.


 


“Environmental,
Health, and Safety Requirements” means all Laws and Orders concerning public health and safety, worker and occupational health
and safety, natural resources and pollution or protection of the environment, including all those relating to the presence, use, production,
generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release,
threatened release, control, or cleanup of any Hazardous Substances, materials, or wastes, chemical substances, or mixtures, pesticides,
pollutants, contaminants, toxic chemicals, petroleum products or byproducts, fuel oil products and byproducts, mold, asbestos, polychlorinated
biphenyls, noise, or radiation.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations promulgated thereunder.


 


“ERISA
Affiliate” of any Person means any other Person which, together with such first Person, would be treated as a single employer
under Section 414 of the Code.


 


“Excluded
Representations” has the meaning set forth in ‎Section 6.3.


 




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“Financial
Statements” has the meaning set forth in ‎Section 3.7(a).


 


“First
Future Investment” has the meaning set forth in ‎Section 1.4(a).


 


“First
Measurement Period” has the meaning set forth in ‎Section 1.4(a).


 


“First
Milestone” has the meaning set forth in ‎Section 1.4(a).


 


“Future
Investment Objections Statement” has the meaning specified in ‎Section 1.5.


 


“Future
Investment Report” has the meaning specified in ‎Section 1.5.


 


“Future
Investments” means the First Future Investment and the Second Future Investment, collectively.


 


“GAAP”
means generally accepted accounting principles in the United States as set forth in pronouncements of the Financial Accounting Standards
Board (and its predecessors) and the American Institute of Certified Public Accountants.


 


“General
Survival Date” has the meaning set forth in ‎Section 6.3.


 


“Governmental
Body” means any foreign or domestic federal, state or local government or quasi-governmental authority or any department, agency,
subdivision, court or other tribunal of any of the foregoing.


 


“Gross
Profit” means, for the relevant time period, the gross profit of the Company and its Subsidiaries, calculated consistent with
past practice and the Financial Statements and consistent with the financial projections provided to Investor on September 22, 2022.
Notwithstanding anything in this Agreement to the contrary, (i) if the Company or any of its Subsidiaries engages in an acquisition,
joint venture, disposition or similar transaction prior to the end of the relevant time period, then Gross Profit will be calculated
without giving effect to such acquisition, joint venture, disposition or similar transaction (or the business acquired thereby), (ii)
the calculation of Gross Profit shall exclude any amounts received by the Company or any of its Subsidiaries from any Governmental Body
pursuant to a grant or any other similar award or reimbursement and (iii) the calculation of Gross Profit shall (A) exclude the impact
of any Net Revenue that is not collected in cash within one hundred sixty (160) days after the relevant time period (to the extent not
otherwise reserved), and shall (B) without duplication of the prior clause (A), include the impact of any bad debt expense or revenue
write-off recorded in a subsequent period associated with the Net Revenue of the relevant time period. For the avoidance of doubt, any
research and development expenses related to the development and sale, licensing or provision of cell processing systems, equipment and
technologies (but only such expenses which are consistent with the “Technologies” financial statements provided to Investor),
shall not be included in the calculation of Gross Profit.


 




    	53



     


    

 


“Hazardous
Substances” means (a) petroleum or petroleum products, flammable materials, explosives, radioactive materials, radon gas, lead-based
paint, asbestos in any form, urea formaldehyde foam insulation, polychlorinated biphenyls (PCBs), transformers or other equipment that
contain dielectric fluid containing PCBs and toxic mold or fungus of any kind or species, (b) any chemicals or other materials or substances
which are defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous
materials,” “toxic substances,” “toxic pollutants,” “contaminants,” “pollutants,”
or words of similar import under any applicable Environmental, Health, and Safety Requirements, and (c) any other chemical, material
or substance exposure to which is prohibited, limited or regulated under any applicable Environmental, Health, and Safety Requirements.


 


“Improvements”
means all buildings, structures, fixtures, building systems and equipment, and all components thereof (including the roof, foundation
and structural elements), included in the Leased Real Property.


 


“Indemnified
Party” has the meaning set forth in ‎Section 6.6(a).


 


“Indemnifying
Party” has the meaning set forth in ‎Section 6.6(a).


 


“Initial
Closing” has the meaning set forth in ‎Section 1.8.


 


“Initial
Closing Date” has the meaning set forth in ‎Section 1.8.


 


“Initial
Investment” has the meaning set forth in ‎Section 1.2.


 


“Intellectual
Property” means any and all intellectual property rights or similar proprietary rights, whether registered or unregistered,
including all of the following in any jurisdiction throughout the world: (a) inventions (whether patentable or unpatentable and whether
or not reduced to practice) and improvements thereto, national and multinational statutory invention registrations, patents and patent
applications of any type issued or applied for in any jurisdiction, together with all provisionals, nonprovisionals, reissuances, continuations,
continuations-in-part, divisions, extensions, supplementary protection certificates, reexaminations and the equivalents of any of the
foregoing in any jurisdiction, (“Patents”) (b) all trademarks, service marks, trade dress, logos, slogans, trade names
(including social media user names), corporate and business names and other indications of origin, whether or not registered, in any
jurisdiction, brand names, Internet domain names, certification marks, and rights in telephone numbers, together with all translations,
adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations,
and renewals in connection therewith (“Trademarks”) (c) all copyrightable works, all copyrights (whether or not registered),
all applications, registrations, and renewals in connection therewith in any jurisdiction, including all derivative works, moral rights,
extensions, reversions or restorations associated with such copyrights, regardless of the medium of fixation or means of expression (“Copyrights”)
(d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential
business information (including ideas, research and development, know-how, formulas, compositions, processes, methods, knowledge, experience,
skills, techniques, schematics, technical data and information, data rights, designs, drawings, blue prints, utility models, specifications,
technology, inventions, discoveries, ideas and improvements, including manufacturing information and processes, standard operating procedures,
flow diagrams, regulatory and clinical data, research records and similar information, customer and supplier lists, pricing and cost
information, and business and marketing plans and proposals), (f) all Software, (g) all material advertising and promotional materials,
(h) all other proprietary rights, (i) all copies and tangible embodiments thereof (in whatever form or medium) and (j) all rights to
assert, claim or sue and collect damages for the past, present or future infringement, misappropriation or other violation of any of
the foregoing. Intellectual Property of the Company and its Subsidiaries includes any such Intellectual Property in the relevant schedules
of the Disclosure Schedule.


 




    	54



     


    

 


“Intellectual
Property Agreements” means any Contract (i) pursuant to which the Company or any of its Subsidiaries uses or obtains any rights
with respect to any Intellectual Property which is not owned by the Company or one of its Subsidiaries or (ii) pursuant to which the
Company or any of its Subsidiaries grants any other Person any rights with respect to any Intellectual Property owned by or licensed
to the Company or any of its Subsidiaries.


 


“Intercompany
Loan Adjustment” has the meaning set forth in Section 1.11.


 


“Investor”
has the meaning set forth in the preface.


 


“Investor
Expenses” means any and all legal, accounting, tax, financial advisory and other professional or transaction related costs,
fees and expenses incurred by Investor or their Affiliates in connection with this Agreement or in investigating, pursuing or completing
the Transactions (including any amounts owed to any consultants, auditors, accountants, attorneys, brokers or investment bankers), as
documented by written invoices.


 


“Investor
Indemnitees” has the meaning set forth in ‎Section 6.1(a).


 


“Israel
Sub” has the meaning set forth in the Preliminary Statements.


 


“IT
Assets” means computers, Software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications
lines, and all other information technology equipment, and all associated documentation owned by the Company, its Subsidiaries or the
Business or licensed or leased by the Company, its Subsidiaries or the Business pursuant to written agreement (excluding any public networks).


 


“Knowledge”
means (a) in the case of an individual, the actual knowledge of such individual, upon reasonable inquiry and (b) in the case of Orgenesis
Parent, the Company, and their Subsidiaries, the actual knowledge of Vered Caplan, Dan Slonim, Evan Fishman, Pierre Lammeretz, Joseph
Green and Greg Roumeliotis, in each case upon reasonable inquiry.


 




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“Law”
means any foreign or domestic federal, state or local law, statute, code, ordinance, regulation, rule, directive, consent agreement,
constitution or treaty of any Governmental Body, including common law.


 


“Leased
Real Property” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures,
Improvements, fixtures or other interest in real property held by the Company or any of its Subsidiaries.


 


“Leases”
means all written or oral leases, subleases, licenses, easements, concessions and other agreements, including all amendments, extensions,
renewals, guaranties, and other agreements with respect thereto, pursuant to which the Company or any of its Subsidiaries holds any Leased
Real Property.


 


“Lien”
means any lien, mortgage, pledge, encumbrance, charge, security interest, adverse claim, liability, interest, charge, preference, priority,
proxy, transfer restriction (other than restrictions under the Securities Act and state securities Laws), encroachment, Tax, order, community
property interest, equitable interest, option, warrant, right of first refusal, easement, profit, license, servitude, right of way, covenant,
condition or zoning restriction.


 


“LLC
Agreement” means that certain Second Amended and Restated LLC Agreement of the Company dated as of the date hereof among the
Company, Investor and Orgenesis Parent, in the form of Exhibit A attached hereto.


 


“LLC
Agreement Terms” means Sections 37, 38 and 39 (other than Section 39(a)(ii)) of the LLC Agreement, that must be approved by
the shareholders of Orgenesis Parent.


 


“LLC
Agreement Terms Deadline” means the earlier of (i) the date that is seven (7) months following the Initial Closing Date and
(ii) the date of Orgenesis Parent’s 2023 annual meeting of its shareholders.


 


“Loan
Agreement” means that certain Senior Secured Convertible Loan Agreement, dated as of August 15, 2022, between Investor, the
Company and Orgenesis Parent.


 


“Material
Adverse Effect” means any event, change, development, or effect that, individually or in the aggregate, will or could reasonably
be expected to have a materially adverse effect on (a) the business, operations, assets (including intangible assets), properties, liabilities,
operating results, or financial or other condition of the Company or any of its Subsidiaries or (b) the ability of the Company or Orgenesis
Parent to consummate timely the Transactions.


 


“Material
Contracts” means, collectively, the Contracts required to be listed in ‎Section 3.13(a) of the Disclosure Schedule, the
Leases, the Intellectual Property Agreements, and the Company Insurance Agreements.


 


“Material
Customers” has the meaning set forth in ‎Section 3.22(a).


 




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“Material
Vendors” has the meaning set forth in ‎Section 3.22(a).


 


“Measurement
Periods” means the First Measurement Period, the First Measurement Period Catch-Up and the Second Measurement Period, collectively.


 


“Most
Recent Balance Sheet” means the balance sheet contained within the Most Recent Financial Statements.


 


“Most
Recent Financial Statements” has the meaning set forth in ‎Section 3.7(a).


 


“Most
Recent Fiscal Month End” has the meaning set forth in ‎Section 3.7(a).


 


“Most
Recent Fiscal Year End” has the meaning set forth in ‎Section 3.7(a).


 


“Net
Names” has the meaning set forth in ‎Section 3.12(h).


 


“Net
Revenue” means, for the relevant time period, the revenue (net of discounts, returns, price adjustments, refunds, rebates,
credits, offsets, allowances and reduced by any bad debt expense associated with such revenue (including if such bad debt expense was
recorded in a subsequent period)) generated by the Company and its Subsidiaries on a consolidated basis for such time period and determined
in accordance with GAAP. Notwithstanding anything in this Agreement to the contrary, if the Company or any of its Subsidiaries engages
in an acquisition, joint venture, disposition or similar transaction prior to the end of the applicable Measurement Period, then Net
Revenue will be calculated without giving effect to such acquisition, joint venture, disposition or similar transaction (or the business
acquired thereby). Notwithstanding anything in this Agreement to the contrary, the calculation of Net Revenue shall exclude (i) revenue
generated from Koligo’s product, KYSLECEL, in the United States, (ii) revenue received from the Company’s Affiliates, Orgenesis
Parent’s Subsidiaries (other than the Company and its Subsidiaries) or any of the Company’s or its Affiliates’ respective
directors, officers, employees, equityholders or other related parties (excluding ordinary course revenue from Image Securities FZE),
and (iii) any amounts received by the Company or any of its Subsidiaries from any Governmental Body pursuant to a grant or any other
similar award or reimbursement. Notwithstanding anything in this Agreement to the contrary, without duplication of any allowance or bad
debt expense, the calculation of Net Revenue shall exclude any revenue which is not collected in cash within 165 days after the relevant
time period.


 


“Off-Balance
Sheet Financing” means (a) any liability of the Company or any of its Subsidiaries under any sale and leaseback transactions
which does not create a liability on the consolidated balance sheet of the Company and (b) any liability of the Company or any of its
Subsidiaries under any synthetic lease, Tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing
product where the transaction is considered indebtedness for borrowed money for federal income Tax purposes but is classified as an operating
lease in accordance with GAAP for financial reporting purposes.


 




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“OMPUL”
has the meaning set forth in ‎Section 1.8.


 


“Optional
Investment” has the meaning set forth in ‎Section 1.4(c).


 


“Order”
means any foreign or domestic order, award, decision, injunction, judgment, ruling, decree, charge, writ, subpoena or verdict entered,
issued, made or rendered by any Governmental Body or arbitrator.


 


“Ordinary
Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect
to quantity and frequency).


 


“Organizational
Documents” means (a) any certificate or articles of incorporation, bylaws, certificate or articles of formation, operating
agreement or partnership agreement, (b) any documents comparable to those described in clause (a) as may be applicable pursuant to any
Law, and (c) any amendment or modification to any of the foregoing.


 


“Orgenesis
Indemnitees” has the meaning set forth in ‎Section 6.2.


 


“Orgenesis
Parent” has the meaning set forth in the preface.


 


“Orgenesis
Transaction Expenses” means any and all (a) legal, accounting, tax, financial advisory, environmental consultants and other
professional or transaction related costs, fees and expenses incurred by Orgenesis Parent, its Affiliates, the Company or any of its
Subsidiaries in connection with this Agreement or in investigating, pursuing or completing the Transactions (in each case including any
amounts owed to any consultants, auditors, accountants, attorneys, brokers or investment bankers), (b) payments, retention bonuses, transaction
bonuses, success bonuses or other bonuses, or severance which become due or are otherwise required to be made by Orgenesis Parent, its
Affiliates, the Company or any of its Subsidiaries as a result of or in connection with the Closing or as a result of any change of control
or other similar provisions, and (c) payroll, employment or other Taxes, if any, required to be paid by Orgenesis Parent, its Affiliates,
the Company or any of its Subsidiaries with respect to the amounts payable pursuant to this Agreement or otherwise relating to the Transactions,
the amounts described in clause (a) and (b), or the forgiveness of any loans or other obligations owed by Orgenesis Parent or employees
in connection with the Transactions.


 


“Partnership
Audit Rules” means Section 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015, together with any
binding administrative guidance issued thereunder, or successor provisions and any similar provision or state or local Tax Law.


 


“Party”
has the meaning set forth in the preface.


 


“Patents”
has the meaning set forth in the definition of Intellectual Property.


 


“Permit”
means any license, import license, export license, franchise, Consent, permit, certificate, certification, certificate of occupancy or
Order issued by any Person.


 




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“Permitted
Lien” means any (a) statutory liens for Taxes not yet due or payable or for Taxes that the Company or any of its Subsidiaries
are contesting in good faith through appropriate proceedings in a timely manner, in each case for which adequate reserves have been established
and shown on the Most Recent Balance Sheet, (b) statutory liens of landlords, carriers, warehousemen, workmen, repairmen, mechanics,
materialmen and similar liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money,
(c) restrictions, easements, covenants, reservations, rights of way or other similar matters of title to the Leased Real Property of
record, and (d) zoning ordinances, restrictions, prohibitions and other requirements imposed by any Governmental Body, all of which do
not materially interfere with the conduct of the Business.


 


“Person”
means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust,
unincorporated organization, Governmental Body or other entity.


 


“Personal
Information” means any information or data that, separately or when combined with other data, (i) can be used to identify an
individual person, including, without limitation, name, address, email address, photograph, IP address, and unique device identifier
or (ii) constitutes “personal data,” “personal information,” or any comparable term, or is otherwise regulated
with respect to the processing thereof, under any applicable Laws.


 


“POCare
Centers” means the facilities at the point of care locations that provide point of care treatment to third-party customers
for cell or gene therapy development, processing or manufacturing services for treating patients at a point-of-care clinical, hospital
or institutional setting, through using OMPULs.


 


“Pre-Closing
Tax Period” means any taxable period ending on or before the Closing Date and the portion through the end of the Closing Date
for any taxable period that includes (but does not end on) the Closing Date.


 


“Preferred
Units” means the Class A Preferred Units, Class B Preferred Units (as defined in the LLC Agreement) or Class C-1 Preferred
Units, Class C-2 Preferred Units or Class C-3 Preferred Units (each as defined in the LLC Agreement).


 


“Privacy
Laws” means all Laws and industry self-regulatory programs of any jurisdiction concerning the creation, receipt, maintenance,
transmission, use, disclosure, processing, protection, collection, analysis, retention, storage, privacy, security, breach, transfer,
destruction, or disposal of Personal Information including, without limitation, foreign, state and local consumer protection Laws and
foreign, state and local breach notification Laws.


 


“Proceeding”
means any foreign or domestic action, hearing, proceeding, audit, lawsuit, litigation, grievance, investigation or arbitration (in each
case, whether civil, criminal or administrative) pending by or before any Governmental Body or arbitrator.


 




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“Proper
Approval” has the meaning set forth in ‎Section 1.4(a).


 


“Properly
Approved” has the meaning set forth in ‎Section 1.4(a).


 


“Purchase
Price” has the meaning set forth in ‎Section 1.1.


 


“Receivables”
has the meaning set forth in ‎Section 3.7(c).


 


“Released
Claims” has the meaning set forth in ‎Section 4.9.


 


“Released
Parties” has the meaning set forth in ‎Section 4.9.


 


“Releasors”
has the meaning set forth in ‎Section 4.9.


 


“Reorganization”
has the meaning set forth in the Preliminary Statements.


 


“Restricted
Period” means a period of five (5) years following the last investment by Investor pursuant to this Agreement.


 


“Rule
144” has the meaning set forth in ‎Section 2.2(j).


 


“Second
Future Investment” has the meaning set forth in ‎Section 1.4(b).


 


“Second
Measurement Period” has the meaning set forth in ‎Section 1.4(b).


 


“Second
Milestones” has the meaning set forth in ‎Section 1.4(b).


 


“Securities”
has the meaning set forth in ‎Section 2.2(g).


 


“Securities
Act” means the Securities Act of 1933, as amended, and any applicable rules and regulations thereunder, and any successor to
such statute, rules or regulations.


 


“Securities
Exchange Act” means the Securities Exchange Act of 1934, as amended, and any applicable rules and regulations thereunder, and
any successor to such statute, rules or regulations.


 


“Services
Agreements” means that certain Services Agreement between Orgenesis Parent and the Company, dated as of the date hereof.


 


“Software”
means computer software programs (and all enhancements, versions, releases, and updates thereto), including software compilations, software
tool sets, compilers, higher level or “proprietary” languages and all related programming and user documentation, whether
in source code, object code or human readable form, or any translation or modification thereof that substantially preserves its original
identity.


 


“South
Korea Loan” has the meaning set forth in Section 1.11.


 


“South
Korea Sub” has the meaning set forth in the Preliminary Statements.


 




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“Subsidiary”
means, with respect to any Person, any corporation, limited liability company, partnership, association, or other entity of which (a)
if a corporation, fifty percent (50%) or more of the total voting power of shares of stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly
or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (b) if a limited liability
company, partnership, association, or other entity (other than a corporation), fifty percent (50%) or more of partnership or other similar
ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of
that Person or a combination thereof and for this purpose, a Person or Persons also owns fifty percent (50%) or more of an interest in
any entity if such Person or Persons shall be allocated fifty percent (50%) or more of such entity’s gains or losses or shall be
or control any manager, management board, managing director or general partner of such entity. For the avoidance of doubt, the South
Korea Sub and the Israel Sub are considered Subsidiaries of the Company and Theracell Advanced Biotechnology, SA is not included as a
Subsidiary of the Company for US GAAP financial reporting purposes.


 


“Systems”
has the meaning set forth in ‎Section 3.20.


 


“Tax”
or “Taxes” means any federal, state, local and foreign net income, alternative or add-on minimum, estimated, gross
income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, capital profits, capital, capital gains, lease, service,
license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, abandoned property or escheat, environmental
or windfall profit tax, customs duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever (and any
liability incurred or borne by virtue of the application of Treasury Regulation Section 1.1502 -6 (or any similar or corresponding provision
of state, local or foreign Law), as a transferee or successor, by contract or otherwise), together with all interest, penalties, additions
to tax and additional amounts with respect thereto.


 


“Tax
Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including
any schedule or attachment thereto, and including any amendment thereof, filed or required to be filed by Law.


 


“Tax
Sharing Agreement” means any written agreement or arrangement entered into prior to the Closing binding the Company or any
of its Subsidiaries that provides for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer
or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.


 


“Tax
Treatment” has the meaning set forth in the Preliminary Statements.


 


“Third
Party” means any entity other than the Company or the Subsidiaries with whom Orgenesis Parent or any of its Subsidiaries has
a collaboration, joint venture, partnership or similar economic relationship for the development of a product with therapeutic use where
the primary purpose of such collaboration, joint venture, partnership or relationship is not manufacturing related to such product.


 




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“Third-Party
Claim” has the meaning set forth in ‎Section 6.6(a).


 


“Threshold”
has the meaning set forth in ‎Section 6.4(a).


 


“Trademarks”
has the meaning set forth in the definition of Intellectual Property/


 


“Transactions”
means all of the transactions contemplated by this Agreement and the Ancillary Agreements, including but not limited to, the Reorganization.


 


“Transfer
Taxes” has the meaning set forth in ‎Section 7.4.


 


Article
9

Miscellaneous


 


Section
9.1. Press Releases and Public Announcements. No press release or any public announcement relating to the subject matter of this
Agreement shall be made by any Party without the prior written approval of the other Parties, except (i) the approved press release attached
hereto as Schedule 9.1 and (ii) any press release or public announcement that is required by applicable Law, including a Current Report
on Form 8-K to be filed by Orgenesis Parent within four (4) business days of the date of this Agreement, in which case the Party required
to make the press release or announcement will allow the other Parties reasonable time to comment on such press release or announcement
in advance of issuance and shall incorporate such comments into such press release or announcement.


 


Section
9.2. No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties
and their respective successors and permitted assigns.


 


Section
9.3. Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the
Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent
they relate in any way to the subject matter hereof.


 


Section
9.4. Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and
their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of Investor and Orgenesis Parent; provided, however, that Investor may (a) assign any or
all of its rights and interests hereunder to one or more of its Affiliates and designate one or more of its Affiliates to perform its
obligations hereunder (in any or all of which cases Investor nonetheless shall remain responsible for the performance of all of its obligations
hereunder) for reorganization purposes; provided, that such assignment is not to a competitor of the Company and its Subsidiaries, (b)
assign its rights under this Agreement for collateral security purposes to any lenders providing financing to Investor, the Company or
any of their respective Subsidiaries or Affiliates; provided, that such lender is approved by Orgenesis Parent (such approval not to
be unreasonably withheld), or (c) assign its rights under this Agreement to any Person that acquires the Company or any of its Subsidiaries
or any of their assets or any of Investor’s equity interests in the Company. Notwithstanding the foregoing, Orgenesis Parent may
assign its rights under this Agreement without the prior written approval of Investor to any Person that acquires the Company or any
of its Subsidiaries or any of their assets.


 




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Section
9.5. Counterparts. This Agreement may be executed in one or more counterparts (including by means of facsimile or via email in
electronic or portable document format (.pdf) signature pages), each of which shall be deemed an original but all of which together will
constitute one and the same instrument.


 


Section
9.6. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any
way the meaning or interpretation of this Agreement.


 


Section
9.7. Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given (a) when delivered personally to the recipient, (b) when sent
by electronic mail, on the date of transmission to such recipient, (c) one (1) Business Day after being sent to the recipient by reputable
overnight courier service (charges prepaid), or (d) four (4) Business Days after being mailed to the recipient by certified or registered
mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below:


 


	 	If
    to Orgenesis	Orgenesis
    Inc.
	 	Parent:	20271
    Goldenrod Lane
	 	 	Germantown,
    MD 20876
	 	 	Attention: Vered Caplan
	 	 	Email: vered.c@orgenesis.com
	 	 	 	 
	 	Copy
    to:	Pearl
    Cohen Zedek Latzer Baratz LLP
	 	 	7
    Times Square, 19th Floor
	 	 	New
    York, NY 10036
	 	 	Attention: Mark Cohen
	 	 	Email: MCohen@PearlCohen.com
	 	 	 	 
	 	Copy
    to:	Mintz,
    Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	 	 	666
    Third Avenue
	 	 	New
    York, NY 10017
	 	 	Attention: Jeffrey Schultz
	 	 	Email: jpschultz@mintz.com


 




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	 	If to the Company:	Morgenesis LLC
	 	 	c/o Pearl Cohen
    Zedek Latzer Baratz LLP
	 	 	7 Times Square,
    19th Floor
	 	 	New York, NY 10036
	 	 	Attention:  Mark Cohen, Esq.
	 	 	Email:  vered.c@orgenesis.com
	 	 	 	 
	 	Copy to:	Pearl Cohen Zedek Latzer Baratz LLP
	 	 	7 Times Square, 19th Floor
	 	 	New York, NY 10036
	 	 	Attention: Mark Cohen
	 	 	Email: Mcohen@PearlCohen.com
	 	 	 	 
	 	Copy to:	MM OS Holdings,
    L.P.
	 	 	c/o Metalmark
    Capital Holdings LLC
	 	 	1177 Avenue of
    the Americas, 40th Floor
	 	 	New York, NY 10036
	 	 	Attn: 	Howard Hoffen
	 	 	 	John Eppel
	 	 	 	Peter Singh
	 	 	Email:	Howard.Hoffen@metalmarkcapital.com;
	 	 	 	John.Eppel@metalmarkcapital.com;
    
	 	 	 	Peter.Singh@metalmarkcapital.com
	 	 	 	 
	 	Copy to Investor Counsel:	Davis, Polk &
    Wardwell LLP
	 	 	450 Lexington
    Avenue
	 	 	New
    York, NY 10017
	 	 	Attn:  Michael Davis
	 	 	Email:  michael.davis@davispolk.com
	 	 	 	 
	 	If to Investor:	MM OS Holdings, L.P.
	 	 	c/o Metalmark Capital Holdings LLC
	 	 	1177 Avenue of the Americas, 40th Floor
	 	 	New York, NY 10036
	 	 	Attn: 	Howard Hoffen
	 	 	 	John Eppel
	 	 	 	Peter Singh
	 	 	Email: 	Howard.Hoffen@metalmarkcapital.com;
	 	 	 	John.Eppel@metalmarkcapital.com;
	 	 	 	Peter.Singh@metalmarkcapital.com
	 	 	 	 
	 	Copy to Investor Counsel:
    	Davis, Polk &
    Wardwell LLP
	 	 	450 Lexington
    Avenue
	 	 	New
    York, NY 10017
	 	 	Attn:  Michael Davis
	 	 	Email:  michael.davis@davispolk.com


 




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Any
Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving
the other Parties notice in the manner herein set forth.


 


Section
9.8. Governing Law. This Agreement and any claim, controversy or dispute arising out of or related to this Agreement, any of the
Transactions, the relationship of the Parties, and/or the interpretation and enforcement of the rights and duties of the Parties, whether
arising in contract, tort, equity or otherwise, shall be governed by and construed in accordance with the domestic Laws of the State
of Delaware (including in respect of the statute of limitations or other limitations period applicable to any such claim, controversy
or dispute), without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.


 


Section
9.9. Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing
and signed by Investor and Orgenesis Parent. No waiver by any Party of any provision of this Agreement or any default, misrepresentation,
or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed
by the Party making such waiver nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach
of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.


 


Section
9.10. Injunctive Relief. The Parties hereby agree that, in the event of breach of Sections ‎4.2, ‎4.4, ‎4.5,
‎4.6 or ‎4.7 of this Agreement, damages would be difficult, if not impossible, to ascertain, that irreparable damage
would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were
otherwise breached, and that the character, periods and geographical area and the scope of the restrictions on Orgenesis Parent’s
activities in Sections ‎4.5, ‎4.6 or ‎4.7 are fair and reasonably required for the protection of Investor
and its Affiliates. It is accordingly agreed that, in addition to and without limiting any other remedy or right it may have, Investor
shall be entitled to an injunction or other equitable relief in any court of competent jurisdiction, without any necessity of proving
damages or any requirement for the posting of a bond or other security, enjoining any such breach of Sections ‎4.2, ‎4.4,
‎4.5, ‎4.6 or ‎4.7 and enforcing specifically the terms and provisions. Orgenesis Parent and Investor
hereby (a) waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an
injunction or other equitable relief and (b) acknowledges that Orgenesis Parent and Investor shall receive significant benefits as a
result of the completion of the Transactions.


 


Section
9.11. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other jurisdiction.


 




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Section
9.12. Expenses. Except as otherwise expressly provided in this Agreement, each Party will bear its own costs and expenses (including
legal fees and expenses) incurred in connection with this Agreement and the Transactions; provided, that (a) all Orgenesis Transaction
Expenses shall be paid by the Company as set forth on Exhibit C, (b) upon consummation of the Transactions, the Investor Expenses as
set forth on Exhibit C will be assumed and paid by the Company in cash in full and (c) the Company agrees to reimburse the Investor for
all reasonable out-of-pocket expenses (including legal fees and expenses) paid or incurred by the Investor in connection with the Investor’s
investment in the Company and its rights and obligations under the LLC Agreement, including the enforcement and protection thereof.


 


Section
9.13. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption
or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
Any reference to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires
otherwise. The word “including” shall mean including without limitation.


 


Section
9.14. Incorporation of Exhibits and Disclosure Schedule. The Exhibits, Disclosure Schedule and other Schedules identified in this
Agreement are incorporated herein by reference and made a part hereof.


 


Section
9.15. Schedules. Any item or information set forth in the Disclosure Schedule shall be deemed fully disclosed to the extent the
relevance of such item or information is reasonably apparent from the face of such disclosure. The Parties intend that each representation,
warranty, and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty or
covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same
subject matter (regardless of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate
the fact that the Party is in breach of the first representation, warranty, or covenant. Investor has been provided full and complete
copies of all documents referred to on the Disclosure Schedule. The Investor shall have no recourse of any kind against Orgenesis Parent,
the Company or any of their Subsidiaries pursuant to ‎Section 6.1(a)(i) with respect matters or items that are properly disclosed
as exceptions to such representation and warranty in the applicable section(s) of the Disclosure Schedule and in accordance with this
‎Section 9.15.


 


Section
9.16. Waiver of Jury Trial. EACH OF THE PARTIES WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OR RELATED TO THIS AGREEMENT IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.
THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING,
THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM
OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION
HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.


 




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Section
9.17. Exclusive Venue. THE PARTIES AGREE THAT ALL DISPUTES, LEGAL ACTIONS, SUITS AND PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS AGREEMENT MUST BE BROUGHT EXCLUSIVELY IN A FEDERAL DISTRICT COURT LOCATED IN THE DISTRICT OF DELAWARE OR THE DELAWARE CHANCERY COURT
IN NEW CASTLE COUNTY, DELAWARE (COLLECTIVELY THE “DESIGNATED COURTS”). EACH PARTY HEREBY CONSENTS AND SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE DESIGNATED COURTS. NO LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN
ANY OTHER FORUM. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL CLAIMS OF IMMUNITY FROM JURISDICTION AND ANY OBJECTION WHICH SUCH PARTY MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING IN ANY DESIGNATED COURT, INCLUDING ANY RIGHT TO OBJECT
ON THE BASIS THAT ANY DISPUTE, ACTION, SUIT OR PROCEEDING BROUGHT IN THE DESIGNATED COURTS HAS BEEN BROUGHT IN AN IMPROPER OR INCONVENIENT
FORUM OR VENUE. EACH OF THE PARTIES ALSO AGREES THAT DELIVERY OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT TO A PARTY HEREOF IN COMPLIANCE
WITH SECTION ‎9.7 SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN A DESIGNATED COURT WITH RESPECT
TO ANY MATTERS TO WHICH THE PARTIES HAVE SUBMITTED TO JURISDICTION AS SET FORTH ABOVE.


 


Section
9.18. Time to Bring Claims. Pursuant to Section 8106, Title 10 of the Delaware Code, the Parties agree that this Agreement involves
at least U.S. $100,000, and that any Proceeding arising out of or relating to this Agreement or the Transactions may be brought at any
time within 10 years following the date on which there is a Change of Control Transaction of the Company (as hereinafter defined); it
being the intention of the Parties that, except as otherwise expressly provided in this Agreement with respect to shorter periods of
time, the Parties shall have the maximum amount of time permitted under the Laws of the State of Delaware to bring a Proceeding arising
out of or relating to this Agreement or the Transactions. Except as otherwise expressly provided in ‎Section 6.3 with respect
to shorter periods of time, each Party hereby waives the right to assert any statute of limitations of less than 10 years following the
date of a Change of Control Transaction of the Company in defense of any such Proceeding; provided, however, that this waiver shall not
bar a defense to any Proceeding that was not commenced within the 10 year time limit imposed by this ‎Section 9.18. For the
purposes of this ‎Section 9.18, the term “Change of Control Transaction” shall mean the following: (i)
the sale of all, or substantially all, of the assets of the Company to a third party that is unrelated to the Company or its stockholders;
(ii) a merger with or into or consolidated with another entity under circumstances where the stockholders of the Company immediately
prior to such merger or consolidation do not own after such merger or consolidation shares representing at least fifty percent (50%)
of the voting power of the Company or the surviving or resulting entity, as the case may be; or (iii) an acquisition of more than 50%
of the outstanding equity of the Company by a third party that is unrelated to the Company or its stockholders.


 


[Remainder
of Page Intentionally Left Blank]


 




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IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.


 


	 	INVESTOR:

     

    MM
    OS Holdings, L.P.

	 	 
	 	By:	/s/
    Howard Hoffen
	 	Name:	Howard Hoffen
	 	Title:	Authorized Signatory
    


 


	 	COMPANY:

     

    MORGENESIS
    LLC

	 	 
	 	By:	/s/
    Vered Caplan
	 	Name:	Vered Caplan
	 	Title:	Chief Executive Officer


 


	 	ORGENESIS
    PARENT:

     

    ORGENESIS
    INC.

	 	 
	 	By:	/s/
    Vered Caplan
	 	Name:	Vered Caplan
	 	Title:	Chief Executive Officer


 


[Signature
Page to Unit Purchase Agreement]


 




    	 



     


    

 


Exhibit
A


 


Second
Amended and Restated Limited Liability Company Agreement


 




    	 



     


    

 


Exhibit
B


 


Debt
Adjustments


 




    	 



     


    

 


Exhibit
C


 


Investor
Expenses