Orgenesis Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






SUBSCRIPTION AGREEMENT
MAY 17, 2019

ORGENESIS INC. 
(the "Issuer")

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

(CONVERTIBLE NOTE) 

INSTRUCTIONS TO SUBSCRIBER

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

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

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






  
  

ORGENESIS INC. 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from Orgenesis Inc. (the “Issuer”) a 6% Unsecured Convertible Note of the Issuer (the “Note”) in the principal amount set forth below. The form of the Note is attached to this Subscription Agreement as Exhibit C. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Note”.



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TERMS AND CONDITIONS OF SUBSCRIPTION FOR NOTE

1. Subscription

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

1.2 The principal amount of the Note will accrue interest at 6%
per annum. The Note will be an unsecured obligation of the Issuer. The
Subscriber hereby confirms and acknowledges that the Issuer may use the
Subscription Amount, either in part or in full, in any manner as the Issuer
deems advisable including, without limitation, to issue that certain convertible
promissory note in the amount of $5,000,000 to Yehuda Nir (or an affiliate
thereof). Subject to Section 3 of the Note, within five (5) years from the date
hereof (the "Conversion Period"), the Subscriber shall be entitled, at
its option, to convert, at any time and from time to time, until Maturity, all
or any portion of the outstanding principal amount of the Note, plus accrued and
unpaid interest thereon (collectively, the "Outstanding Amount"), into
the following:

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



1.3 In the event the closing price of Orgenesis’ Common Stock
on Nasdaq Capital Market (or other national stock exchange or market on which
the Common Stock is then listed or quoted) equals or exceeds $15.00 per share
(which amount may be adjusted for certain capital events, such as stock splits,
as described herein) for ten (10) consecutive trading days (a "Conversion
Event"), then the Subscriber must convert the Outstanding Amount into shares
of the Issuer at the applicable conversion price set forth in Section 1.2.1.
Orgenesis shall within five (5) days from a Conversion Event notify the
Subscriber of a Conversion Event and the Subscriber shall convert the
Outstanding Amount. All warrants issued to the Subscriber in connection with the
conversion of the Outstanding Amount into Units, are subject to a mandatory
conversion wherein the Issuer shall have the right to require the Subscriber to
exercise all or any portion of the warrant that is still unexercised for a cash
exercise when the Orgenesis’ Common Stock on the Nasdaq capital market equals or
exceeds $15.00 per share for ten consecutive trading days. Orgenesis may
exercise its right to require this exercise by giving the investor written
notice of the exercise through delivery of the Mandatory Exercise Notice. 

1.4 In no event may the Subscriber convert such amounts into
Orgenesis Units after the expiration of the Conversion Period. 

1.5 The Subscriber acknowledges that the Note has been offered
to the Subscriber as part of an offering (the "Offering") in which the
Issuer intends to sell up to an aggregate of $25,000,000 of principal amount of
the Notes on the same terms as set forth in this Agreement. 

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

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2. Payment

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

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

3. Documents Required from Subscriber

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

     (a) this Agreement;

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

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

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

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

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

4. Conditions and Closing

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


5. Acknowledgements and Agreements of the
Subscriber

The Subscriber acknowledges and agrees that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (ii)
applicable resale restrictions;

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

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

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

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

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

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

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

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6. Representations and Warranties of the
Subscriber

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (iii)
To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any
person controlling or controlled by the Subscriber1; (3) if the
Subscriber is a privately-held entity, any person having a beneficial interest
in the Subscriber; or (4) any person for whom the Subscriber is acting as agent
or nominee in connection with this investment is a senior foreign political
figure,2 or any immediate family3 member or close
associate4 of a senior foreign political figure, as such terms are
defined in the footnotes below; and

1 These individuals include specially designated
nationals, specially designated narcotics traffickers and other parties subject
to OFAC sanctions and embargo programs. 
2 A "senior foreign
political figure" is defined as a senior official in the executive, legislative,
administrative, military or judicial branches of a foreign government (whether
elected or not), a senior official of a major foreign political party, or a
senior executive of a foreign government-owned corporation. In addition, a
"senior foreign political figure" includes any corporation, business or other
entity that has been formed by, or for the benefit of, a senior foreign
political figure. 
3 "Immediate family" of a senior foreign
political figure typically includes the figure’s parents, siblings, spouse,
children and in-laws. 

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4 A "close associate" of a senior foreign political
figure is a person who is widely and publicly known to maintain an unusually
close relationship with the senior foreign political figure and includes a
person who is in a position to conduct substantial domestic and international
financial transactions on behalf of the senior foreign political figure. 

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

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

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


8. Acknowledgement and Waiver

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

9. Legending of Securities

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

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

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

10. Collection of Personal Information

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

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

11. Costs

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

12. Governing Law

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

13. Survival

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

14. Assignment

This Agreement is not transferable or assignable. 

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15. Severability

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

16. Entire Agreement

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

17. Notices

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

18. Counterparts and Electronic Means

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

19. Exhibits

The exhibits attached hereto form part of this Agreement. 

20. Indemnity

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

14




EXHIBIT A

UNITED STATES ACCREDITED INVESTOR
QUESTIONNAIRE

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

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

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

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

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

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

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

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

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

	  	_______	
      a natural person whose individual net worth, or joint net
      worth with that person’s spouse, exceeds US$1,000,000. For purposes of
      this category, "net worth" means the excess of total assets at fair market
      value (including personal and real property, but excluding the estimated
      fair market value of a person's primary home) over total liabilities.
      Total liabilities excludes any mortgage on the primary home in an amount
      of up to the home's estimated fair market value 



15





			as long as the mortgage was incurred more than
      60 days before the Securities are acquired, but includes (i) any mortgage
      amount in excess of the home's fair market value and (ii) any mortgage
      amount that was borrowed during the 60- day period before the date of the
      acquisition of Securities for the purpose of investing in the Securities;
    
	 	 	  
		_______	a natural person who had an individual income
      in excess of US$200,000 in each of the two most recent years, or joint
      income with their spouse in excess of US$300,000 in each of those years
      and has a reasonable expectation of reaching the same income level in the
      current year, or 
	 	 	  
	 	_______	a director or executive officer of the Issuer.
    


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

		_______	an organization described in Section 501(c)(3)
      of the United States Internal Revenue Code, a corporation, a Massachusetts
      or similar business trust or partnership, not formed for the specific
      purpose of acquiring the Securities, with total assets in excess of
      US$5,000,000; 
	 	 	  
		_______	a "bank" as defined under Section (3)(a)(2) of
      the 1933 Act or savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or
      fiduciary capacity; a broker dealer registered pursuant to Section 15 of
      the Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United States)
      or a business development company as defined in Section 2(a)(48) of such
      Act; a Small Business Investment Company licensed by the U.S. Small
      Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with
      total assets in excess of US$5,000,000 established and maintained by a
      state, a political subdivision thereof, or an agency or instrumentality of
      a state or a political subdivision thereof, for the benefit of its
      employees; an employee benefit plan within the meaning of the Employee
      Retirement Income Security Act of 1974 (United States) whose
      investment decisions are made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company or registered investment adviser, or if the employee
      benefit plan has total assets in excess of US$5,000,000, or, if a
      self-directed plan, whose investment decisions are made solely by persons
      that are accredited investors; 
	 	 	  
		_______	a private business development company as
      defined in Section 202(a)(22) of the Investment Advisers Act of 1940
      (United States); 
	 	 	  
		_______	a trust with total assets in excess of
      US$5,000,000, not formed for the specific purpose of acquiring the
      Securities, whose purchase is directed by a sophisticated person as
    described in Rule 506(b)(2)(ii) under the 1933 Act, or 
		_______	an entity in which
      all of the equity owners satisfy the requirements of one or more of the
  categories set forth in Section 6 of this Questionnaire.


16




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

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

     (a) the sale is to the
Issuer;

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

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

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

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

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

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

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

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

17






  
  

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

Dated: 17 May 2019.



18




  
  



	EXHIBIT B 
	INSTRUCTIONS FOR WIRING FUNDS 
	  
	ORGENESIS INC. 
	 
	REMITTANCE INSTRUCTIONS 
	JP Morgan Chase Bank 
	 
	Account Name: 
	Orgenesis Inc. 
	 
	Account #: 
	000000949139307 
	 
	Wire Routing Numbers: 
	Domestic – 021000021 
	 
	International (also referred to as Swift Code) - CHASUS33
    
	 
	ACH Routing Numbers: 
	022300173 
	  
	JP Morgan Chase Bank 
	1 Chase Manhattan 
	NY, NY 10005 
	  
	Federal ID: 47-0999938 


19




EXHIBIT C

FORM OF NOTE

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

	Issue Date: May 17, 2019 	$5,000,000 


SIX PERCENT (6%) UNSECURED CONVERTIBLE NOTE

1. General

FOR VALUE RECEIVED, Orgenesis Inc. (the
"Company") promises to pay to the order of Yehuda Nir
(the "Holder") the principal sum of $5,000,000 in
lawful currency of the United States (the "Principal Amount") and to pay
interest to the Holder on the aggregate unconverted and then outstanding
Principal Amount at the rate of six percent (6.0%) per annum, on May 17, 2024
(the "Maturity Date").

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

Interest payable on this Note shall accrue on the outstanding
Principal Amount at a rate per annum of six percent (6%) computed on the basis
of the actual number of days elapsed and a year of 365 days. Interest shall be
payable in arrears in cash on each annual anniversary of the Issue Date.

THIS NOTE MAY NOT BE TRANSFERRED OR EXCHANGED. 

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

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

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

20




     (c) failure of the Company to
comply in any way with the obligations, terms, covenants or conditions contained
in this Agreement, or breach by the Company of any obligations, covenant,
representation or warranty contained in this Agreement that is not cured within
thirty (30) days from the date the Subscriber delivers notice of such failure or
breach to the Company;

     (d) filing of a petition in
bankruptcy or the commencement of any proceedings under any bankruptcy laws by
or against the Company, which filing or proceeding, is not dismissed within
sixty (60) days after the filing or commencement thereof, or if the Company
shall cease or suspend the conduct of its usual business or if the Company shall
become, or in light of its usual business conditions is likely to become,
insolvent and is unable to pay its debts or liabilities as they fall due;

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

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

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

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

If any Event of Default occurs, subject to any cure period, the
full Principal Amount, together with interest and other amounts owing in respect
thereof to the date of acceleration shall become, at the Holder’s election,
immediately due and payable in cash. Upon payment of the full Principal Amount,
together with interest and a default interest at the rate of 12% per annum
(accruing as from the time of occurrence of the Event of Default) and other
amounts owing in respect thereof, in accordance herewith, this Note shall
promptly be surrendered to or as directed by the Company. The Holder need not
provide, and the Company hereby waives any presentment, demand, protest or other
notice of any kind, and the Holder may immediately and without expiration of any
grace period enforce any and all of its rights and remedies hereunder and all
other remedies available to it under applicable law. Such declaration may be
rescinded and annulled by the Holder at any time prior to payment hereunder and
the Holder shall have all rights as a Note holder until such time, if any, as
the full payment under this Section 0 shall have been received by it. No such
rescission or annulment shall affect any subsequent Event of Default or impair
any right consequent thereon. 

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

     3.1 Conversion Price;
Conversion Shares. The conversion price for the Principal Amount and
interest accrued under this Note shall be $7.00 ("Conversion Price"). The
number of Units issuable upon a conversion hereunder shall be determined by the quotient
obtained by dividing (x) the outstanding Principal Amount of this Note, plus
accrued and unpaid interest thereon, to be converted by (y) the applicable
Conversion Price. 

21




     3.2 Mandatory
Conversion.

     (a) At any time after the first
three (3) years of this Agreement, the entire Principal Amount under this Note,
plus accrued and unpaid interest thereon, shall automatically convert into Units
if at any time from and after the issue date hereof, the closing price of the
Company’s Common Stock on the Nasdaq Capital Market (or other national stock
exchange or market on which the Common Stock is then listed or quoted) equals or
exceeds $15.00 per share (which amount may be adjusted for certain capital
events, such as stock splits, as described herein) for ten (10) consecutive
Trading Days (a "Conversion Event"). The Principal Amount under this
Note, plus accrued and unpaid interest thereon, shall convert at $7.00 per
share. Within five (5) Business Days after such Conversion Event, the Company
shall notify the Holder that the Note must be automatically converted pursuant
to this Section 3.2 and specify the Principal Amount of the Note and accrued
interest that will automatically converted and the date on which such conversion
was effected. 

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

     3.4 Reservation of Common
Stock. Oregenesis Inc. shall reserve and keep available out of its
authorized but unissued shares of its Common Stock to be issued as the
Conversion Shares and the Warrant Shares upon conversion of the Outstanding
Amount into the Units.

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

22




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

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

4. Adjustments

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

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

5. Notices 

23




     5.1 Any and all notices or other
communications or deliveries to be provided by the Holder hereunder, including,
without limitation, any Conversion Notice, shall be in writing, sent by a
nationally recognized overnight courier service or by electronic mail, addressed
to the Company: Orgenesis Inc., Attn: Neil Reithinger, CFO, 14201 N. Hayden
Road, Suite A-1, Scottsdale, AZ 85260, Email: neil.r@orgenesis.com, with
a copy (which shall not constitute notice) to Mark Cohen, Pearl Cohen Zedek
Latzer Baratz LLP, 1500 Broadway, 12th Floor, NY, NY 10036 or such
other address as the Company may specify for such purposes by notice to the
Holder delivered in accordance with this Section 0. The address of the Holder
is: _____________________ , Attention: ___________________ Email:
______________________ . 

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

     5.3 Any notice or other
communication or deliveries hereunder shall be deemed given and effective on the
earliest of (a) the date of transmission, if such notice or communication is
delivered via electronic mail at the address specified in this Section 0 prior
to 5:30 p.m. (U.S. Eastern Time), (b) the date after the date of transmission,
if such notice or communication is delivered via electronic mail at the Email
address specified in this Section 0 later than 5:30 p.m. (U.S. Eastern Time) on
any date and earlier than 11:59 p.m. (U.S. Eastern Time) on such date, (c) the
second Business Day following the date of mailing, if sent by nationally
recognized overnight courier service, or (d) upon actual receipt by the party to
whom such notice is required to be given. 

6. Definitions

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

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

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

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

7. Replacement of Note if Lost or Destroyed 

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

24




  
  

8. Governing Law

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

9. Waivers 

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

10. Next Business Day

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

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



25







 




EXHIBIT D
FORM OF WARRANT

THESE WARRANTS ARE NOT TRANSFERABLE

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

ORGENESIS INC. 
(A Nevada Corporation)

NON-TRANSFERABLE 
WARRANT CERTIFICATE

	CERTIFICATE NO. 2019 _____	 
	NUMBER OF WARRANTS: _____	RIGHT TO PURCHASE _____ Shares
    


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

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

THE WARRANTS ARE REPRESENTED BY THIS CERTIFICATE. 

This is to certify that, for value received, Yehuda Nir (the
"Holder") has the right to purchase, upon and subject to the terms and
conditions attached hereto as Appendix "A" (the "Terms and Conditions")
from April _____ , 2019 to 5:00 p.m. (Pacific Time) on the Expiry Date (as
defined in the attached Terms and Conditions), the number of fully paid and
non-assessable common shares (the "Shares") of Orgenesis Inc. (the
"Company") set out above, by surrendering to the Company, at its offices
at 20271 Goldenrod Lane, Germantown, MD 20876, this Warrant Certificate with a
Subscription in the form attached hereto as Appendix "B", duly completed and
executed, and cash, bank draft, certified cheque or money order in lawful money
of the United States of America, payable to the order of the Company in an
amount equal to the purchase price per Share multiplied by the number of Shares
being purchased (the "Aggregate Purchase Price"). Subject to adjustment
thereof in the events and in the manner set forth in the Terms and Conditions,
the purchase price per Share on the exercise of each Non-Transferable Share
Purchase Warrant ("Warrant") evidenced hereby shall be US $7.00
per Share (subject to adjustment as described in the Terms and Conditions). 

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

27




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


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

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



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

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

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

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

28




APPENDIX "A"

TERMS AND CONDITIONS dated as of  ____________, 2019 (the
"Terms and Conditions"), attached to the Non-Transferable Share Purchase
Warrants issued by Orgenesis Inc. 

1. Definitions

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

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

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

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

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

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

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

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

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

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

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

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

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


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2. Interpretation

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

3. Applicable Law

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

4. Additional Issuances of Securities

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

5. Replacement of Lost Warrants

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

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

6. Warrant Holder Not a Shareholder

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

7. Warrants Not Transferable

The Warrants and all rights attached thereto are not
transferable. 

8. Notice to Holders

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

30




9. Notice to the Company

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

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


10. Method of Exercise of Warrants

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

11. Mandatory Exercise of Warrants

If at any time from and after the date hereof, the closing
price of the Company’s Common Stock on the Nasdaq Capital Market (or other
national stock exchange or market on which the Common Stock is then listed or
quoted) equals or exceeds $15.00 per share (which amount may be adjusted for
certain capital events, such as stock splits, as described herein) for ten (10)
consecutive Trading Days (the "Mandatory Exercise Measuring Period"),
then the Company shall have the right to require the Holder to exercise all or
any portion of this Warrant still unexercised for a cash exercise, as designated
in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined
below) into fully paid, validly issued and nonassessable shares of Common Stock
in accordance with Section 10 hereof at the Exercise Price as of the Mandatory
Exercise Date (as defined below) (a "Mandatory Exercise"). The Company
may exercise its right to require exercise under this Section 5 by delivering
within not more than five (5) Trading Days following the end of such Mandatory
Exercise Measuring Period a written notice thereof by electronic mail to the
Holder (the "Mandatory Exercise Notice" and the date that the Holder
received such notice is referred to as the "Mandatory Exercise Notice
Date"). The Mandatory Exercise Notice shall be irrevocable. The Mandatory
Exercise Notice shall state (I) the Trading Day on which the Mandatory Exercise
shall occur, which shall be the second (2nd) Trading Day following the Mandatory
Exercise Notice Date (the "Mandatory Exercise Date") and (II) the
aggregate number of Warrants which the Company has elected to be subject to such
Mandatory Exercise from the Holder (the "Mandatory Exercise Amount")
pursuant to this Section 11. 

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12. Effect of Exercise of Warrants

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

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

13. Subscription for Less than Entitlement

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

14. Warrants for Fractions of Shares

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

15. Expiration of Warrants

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

16. Adjustment of Exercise Price

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

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

(b) In case of any capital reorganization or of any
reclassification of the capital of the Company or in case of the consolidation,
merger or amalgamation of the Company with or into any other company or of the
sale of the assets of the Company as or substantially as an entirety or of any
other company, each Warrant shall, after such capital reorganization,
reclassification of capital, consolidation, merger, amalgamation or sale, confer
the right to purchase that number of shares or other securities or property of
the Company or of the company resulting from such capital reorganization,
reclassification, consolidation, merger, amalgamation or to which such sale
shall be made, as the case may be, to which the Holder of the shares deliverable at the time of such capital reorganization,
reclassification of capital, consolidation, merger, amalgamation or sale had the
Warrants been exercised, would have been entitled on such capital
reorganization, reclassification, consolidation, merger, amalgamation or sale
and in any such case, if necessary, appropriate adjustments shall be made in the
application of the provisions set forth in Sections 13 to 20 hereof with respect
to the rights and interest thereafter of the Holders of the Warrants to the end
that the provisions set forth in Sections 13 to 20 hereof shall thereafter
correspondingly be made applicable as nearly as may reasonable be expected in
relation to any shares or other securities or property thereafter deliverable on
the exercise of the Warrants. The subdivision or consolidation of the Shares at
any time outstanding into a greater or lesser number of Shares (whether with or
without par value) shall not be deemed to be a capital reorganization or a
reclassification of the capital of the Company for the purposes of this Section
16(b). 

32




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

17. Determination of Adjustments

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

18. Covenants of the Company

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

19. Immunity of Shareholders, etc. 

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

20. Modification of Terms and Conditions for Certain
Purposes

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

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

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

33




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

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

21. United States Restrictions

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

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



34




APPENDIX "B"

SUBSCRIPTION FORM

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

TO: ORGENESIS INC. 
20271 Goldenrod Lane

Germantown, MD 20876

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

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


 

TERMS AND CONDITIONS

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

35




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

REPRESENTATIONS AND WARRANTIES

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

LEGENDS

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

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

36