Exhibit
10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of March 30, 2022, by and among
Orgenesis Inc., a Nevada corporation (the “Company”), and the investors signatory hereto (each a “Purchaser”
and collectively, the “Purchasers”).


 


RECITAL


 


This
Agreement is made pursuant to the Stock Purchase Agreement, dated as of March 30, 2022, among the Company and the Purchasers (the
“Purchase Agreement”).


 


AGREEMENT


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company and each of the Purchasers hereby agree as follows:


 


SECTION
1.


Definitions


 


Capitalized
terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the
Purchase Agreement. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:


 


“Advice”
has the meaning set forth in Section 7(c).


 


“Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled
by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


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


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Closing
Date” has the meaning set forth in the Purchase Agreement.


 


“Commission”
means the United States Securities and Exchange Commission, or any successor entity or entities, including, if applicable, the staff
of the Commission.


 


“Common
Stock” means the common stock, par value $0.0001 per share, of the Company.


 


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


 


“Effective
Date” means the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by the Commission.


 




    	 



     


    

 


“Effectiveness
Deadline” means, with respect to the Initial Registration Statement or the New Registration Statement, the 90th calendar day
following the Closing Date (or, in the event the Commission reviews and has written comments to the Initial Registration Statement or
the New Registration Statement, the 120th calendar day following the Closing Date); provided, however, if the Effectiveness
Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended
to the next day on which the Commission is open for business.


 


“Effectiveness
Period” has the meaning set forth in Section 2(b).


 


“Event”
has the meaning set forth in Section 2(c).


 


“Event
Date” has the meaning set forth in Section 2(c).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Filing
Deadline” means, with respect to the Initial Registration Statement, the 60th calendar day following the Closing Date; provided,
however, that if the Filing Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business,
the Filing Deadline shall be extended to the next business day on which the Commission is open for business.


 


“FINRA”
has the meaning set forth in Section 3(j).


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities, but only
if such holder is a Purchaser or any assignee thereof in accordance with Section 7(k).


 


“Indemnified
Party” has the meaning set forth in Section 6(c).


 


“Indemnifying
Party” has the meaning set forth in Section 6(c).


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to Section 2(a).


 


“Liquidated
Damages” has the meaning set forth in Section 2(c).


 


“Losses”
has the meaning set forth in Section 6(a).


 


“New
Registration Statement” has the meaning set forth in Section 2(a).


 


“Permitted
Transferee” means (a) any Affiliate of such Purchaser or a parent holding company of such Purchaser, and (b) any other transferee
with the prior written consent of the Company, provided that (i) the Purchasers shall have, within five (5) days prior to such transfer,
furnished to the Company written notice of the name and address of such permitted transferee, details of its status as a permitted transferee
and details of the Registrable Securities to be transferred, and (ii) the permitted transferee, prior to or simultaneously with such
transfer, shall have agreed in writing to be subject to and bound by all restrictions and obligations set forth in this Agreement as
though it were a Purchaser hereunder.


 




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“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such
as a deposition), whether commenced or threatened.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or Rule 430B promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.


 


“Purchaser”
or “Purchasers” has the meaning set forth in the preamble.


 


“Registrable
Securities” means (i) the Shares issued pursuant to the Purchase Agreement, (ii) the Underlying Shares issuable upon exercise
of the Warrants issued pursuant to the Purchase Agreement and (iii) any other shares of Common Stock issued as (or issuable upon conversion
or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, in exchange
for or in replacement of the Shares or the Underlying Shares; provided that with respect to a particular Holder, such Holder’s
Registrable Securities shall cease to be Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to a
Registration Statement or Rule 144 under the Securities Act (in which case, only such security sold by the Holder shall cease to be a
Registrable Security); or (B) becoming eligible for resale by the Holder under Rule 144 without the requirement for the Company to be
in compliance with the current public information requirement thereunder and without volume or manner-of-sale restrictions, pursuant
to a written opinion letter of counsel for the Company to such effect, addressed, delivered and acceptable to the transfer agent for
the Common Stock.


 


“Registration
Statement” means any one or more registration statements of the Company filed under the Securities Act that covers the resale
of any of the Registrable Securities pursuant to the provisions of this Agreement (including, without limitation, the Initial Registration
Statement, the New Registration Statement and any Remainder Registration Statements), including (in each case) the amendments and supplements
to each such Registration Statements, including pre- and post-effective amendments thereto, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in such Registration Statements.


 


“Remainder
Registration Statements” has the meaning set forth in Section 2(a).


 




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“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff;
provided, that any such oral guidance, comments, requirements or requests are reduced to writing by the Commission and (ii) the
Securities Act.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Shares”
has the meaning set forth in the Purchase Agreement.


 


“Staff”
has the meaning set forth in Section 2(a).


 


“Trading
Day” means any day on which the Common Stock is traded on the Trading Market.


 


“Trading
Market” means the Nasdaq Capital Market, or, if the Nasdaq Capital Market is not the principal trading market for the Common
Stock, the principal securities exchange or securities market on which the Common Stock is then traded.


 


“Transaction
Documents” shall have the meaning set forth in the Purchase Agreement.


 


“Underlying
Shares” shall have the meaning set forth in the Purchase Agreement.


 


“Warrants”
shall have the meaning set forth in the Purchase Agreement.


 


SECTION
2.


Registration


 


(a)
On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale
of all of the Registrable Securities that are not then registered on an existing and effective Registration Statement for an offering
to be made on a continuous basis pursuant to Rule 415 (the “Initial Registration Statement”). The Initial Registration
Statement shall be on Form S-3 (except that if the Company is then ineligible to register for resale the Registrable Securities on Form
S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary
offering) subject to the provisions of Section 2(e) and shall contain (except if otherwise required pursuant to written comments received
from the Commission upon a review of such Registration Statement) a “Plan of Distribution” section substantially in the form
attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission).


 




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(i)
Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that
all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering
on a single registration statement or that any Holder must be named as an underwriter in the Registration Statement, the Company agrees
to promptly (x) inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration
Statement as required by the Commission and/or (y) withdraw the Initial Registration Statement and file a new registration statement
(a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to
be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary
offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company
shall be obligated to use its reasonable best efforts to advocate with the Commission for the registration of all of the Registrable
Securities in accordance with SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09, in each case
without naming any Holder as an underwriter in the Registration Statement. Each Purchaser shall
have the right to comment or have their counsel comment on any written submission made to the staff of Commission (the “Staff”)
with respect to any disclosure specifically relating to such Purchaser. No such written submission shall be made to the Staff containing
disclosure specifically relating to such Purchaser to which such Purchaser’s counsel reasonably objects.


 


(ii)
Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance
sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as
a secondary offering without naming any Holder as an underwriter (and notwithstanding that the Company used reasonable best efforts to
advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in
writing by a Holder as to its Registrable Securities, the Registrable Securities to be registered on such Registration Statement will
be reduced (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of
unregistered Shares held by such Holders), subject to a determination by the Commission that certain Holders must be reduced first based
on the number of Registrable Securities held by such Holders. Any reduction of Registrable Securities pursuant to this Section 2(a)(ii)
shall occur only after all securities that are not Registrable Securities, if any, are first removed from such Registration Statement.
In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses
(x) or (y) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission
or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or
such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration
Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall
be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent.


 




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(b)
The Company shall use its reasonable best efforts to cause each Registration Statement to be declared effective by the Commission as
soon as practicable and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later
than the Effectiveness Deadline (including, with respect to the Initial Registration Statement or the New Registration Statement, as
applicable, filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the
Securities Act within five (5) Business Days after the date that the Company is notified (orally or in writing, whichever is earlier)
by the Commission that such Registration Statement will not be “reviewed,” or not be subject to further review and the effectiveness
of such Registration Statement may be accelerated), and, subject to Section 2(e), shall use its reasonable best efforts to keep each
Registration Statement continuously effective under the Securities Act for so long as the securities registered for resale thereunder
retain their character as “Registrable Securities” (the “Effectiveness Period”). The Company shall promptly
notify the Holders via facsimile or electronic mail of the effectiveness of a Registration Statement or any post-effective amendment
thereto on or before the first Trading Day after the date that the Company telephonically confirms effectiveness with the Commission.
The Company shall, by 9:30 a.m. New York time on the first Trading Day after the Effective Date, file a final Prospectus with the Commission,
as required by Rule 424(b).


 


(c)
If: (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the Initial Registration
Statement or the New Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become
effective) for any reason on or prior to the Effectiveness Deadline or (iii) after its Effective Date and except for the reasons as set
forth in Section 3(j), (A) such Registration Statement ceases for any reason (including, without limitation, by reason of a stop order
or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities
included in such Registration Statement or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable
Securities for any reason (other than due to a change in the “Plan of Distribution” or the inaccuracy of any information
regarding the Holders), in each case, for more than an aggregate of 30 consecutive days or 45 calendar days (which need not be consecutive
days) during any 12-month period (other than as a result of a breach of this Agreement by a Holder) (any such failure or breach in clauses
(i) through (iii) above being referred to as an “Event,” and, for purposes of clauses (i) or (ii), the date on which
such Event occurs, or for purposes of clause (iii), the date on which such 30 consecutive day period or 45 calendar day period, as applicable,
is exceeded, being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder
or under applicable law: (x) within five (5) Business Days after an Event Date, the Company shall pay to each Holder an amount in cash,
as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase
Agreement for any Registrable Securities held by such Holder on such Event Date; and (y) on each 30-day anniversary (or pro rata portion
thereof) following any Event Date (including, for the avoidance of doubt, a failure in clause (i), in which case each 30-day anniversary
shall be measured commencing on the 31st day following such Event Date) until the earlier of (1) the applicable Event is cured
or (2) the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions, the Company
shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price
paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder. The amounts
payable pursuant to the foregoing clauses (x) and (y) are referred to collectively as “Liquidated Damages.” The parties
agree that (1) notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable with
respect to any period after the expiration of the Effectiveness Period and in no event shall the aggregate amount of Liquidated Damages
payable to a Holder exceed, in the aggregate, 5.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement
and (2) in no event shall the Company be liable in any 30-day period for Liquidated Damages under this Agreement in excess of 1.0% of
the aggregate purchase price paid by the Holders pursuant to the Purchase Agreement. If the Company fails to pay any Liquidated Damages
pursuant to this Section 2(c) in full within 30 Business Days after the date payable, the Company will pay interest thereon at a rate
of 1.0% per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the
date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. Unless otherwise specified
in this Section 2(c), the Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a
month prior to the cure of an Event, except in the case of the first Event Date. Notwithstanding the foregoing, nothing shall preclude
any Holder from pursuing or obtaining any available remedies at law, specific performance or other equitable relief with respect to this
Section 2(c) in accordance with applicable law. The Company shall not be liable for Liquidated Damages under this Agreement as to any
Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to Rule 415 under
the Securities Act from the time that it is determined that such Registrable Securities are not permitted to be registered until such
time as the provisions of this Agreement as to the Remainder Registration Statements required to be filed hereunder are triggered, in
which case the provisions of this Section 2(c) shall once again apply, if applicable. In such case, the Liquidated Damages shall be calculated
to only apply to the percentage of Registrable Securities which are permitted in accordance with SEC Guidance to be included in such
Registration Statement. The Effectiveness Deadline for a Registration Statement shall be extended without default or Liquidated Damages
hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results
from the failure of a Holder to timely provide the Company with information requested by the Company and necessary to complete the Registration
Statement in accordance with the requirements of the Securities Act (in which the Effectiveness Deadline would be extended with respect
to Registrable Securities held by such Holder).


 




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(d)
Each Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire not later than the Closing Date. At least
five (5) Trading Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement,
the Company will notify each Holder of the information the Company requires from that Holder other than the information contained in
the Selling Stockholder Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request and, in any
event, within two (2) Trading Days prior to the applicable anticipated filing date. Each Holder further agrees that it shall not be entitled
to be named as a selling security holder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities
at any time, unless such Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to
any reasonable requests for further information as described in the previous sentence. If a Holder of Registrable Securities returns
a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company
shall use its reasonable best efforts to take such actions as are required to name such Holder as a selling security holder in the Registration
Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration
Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each
Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described
in this Section 2(d) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion
of such information in the Registration Statement.


 


(e)
In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall
(i) register the resale of the Registrable Securities on Form S-1 and (ii) undertake to register the Registrable Securities on Form S-3
promptly after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement
then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective
by the Commission.


 


SECTION
3.


Registration
Procedures


 


In
connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)
Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than three (3) Trading Days prior
to the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, and any similar or successor reports), (i) furnish to each Holder copies of such Registration
Statement, Prospectus or amendment or supplement thereto, substantially in the form as proposed to be filed, which documents will be
subject to the review of such Holder (it being acknowledged and agreed that if a Holder does not object to or comment on the aforementioned
documents within such five (5) Trading Day or three (3) Trading Day period, as the case may be, then the Holder shall be deemed to have
consented to and approved the use of such documents) and (ii) use reasonable best efforts to cause its officers and directors, counsel
and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective
counsel to each Holder, to conduct such review. Notwithstanding the foregoing, the Company shall not be required to furnish to the Holders
any prospectus supplement being prepare and filed solely to name new or additional selling securityholders unless such Holder is named
in such prospectus supplement. The Company shall not file any Registration Statement or Prospectus or any amendment or supplement thereto
in a form to which a Holder reasonably objects in good faith, provided that the Company is notified of such objection in writing
within the five (5) Trading Day or three (3) Trading Day period described above, as applicable, and provided further, that no
such delay in filing shall result in any Liquidated Damages under Section 2(c).


 




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(b)
(i) Subject to Section 3(i), prepare and file with the Commission such amendments, including post-effective amendments, and
supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such
Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period; (ii) cause
the related Prospectus to be amended or supplemented by any required Prospectus supplement, and, as so supplemented or amended, to
be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with
respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible notify the Holders of such
comments and provide the Holders true and complete copies of all correspondence from and to the Commission relating to such
Registration Statement that pertains to the Holders as “Selling Stockholders” but the Company need not provide any
comments to the Holders that would result in the disclosure to the Holders of material and non-public information concerning the
Company; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the
Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement until such time as
all of such Registrable Securities cease to be Registrable Securities or shall have been disposed of (subject to the terms of this
Agreement) in accordance with the intended methods of disposition by the Holders thereof as set forth in such Registration Statement
as so amended or in such Prospectus as so supplemented; provided, however, that in the event the Company
informs the Holders in writing that it does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders
are required to deliver a Prospectus in connection with any disposition of Registrable Securities, the Company shall deliver to the
Holders a copy of the Prospectus in electronic format and each such Holder shall be responsible for the delivery of the Prospectus
to the Persons to whom such Holder sells any of the Registrable Securities, and each Holder agrees to dispose of Registrable
Securities in compliance with the “Plan of Distribution” described in the Registration Statement and otherwise in
compliance with applicable federal and state securities laws. In the case of amendments and supplements to a Registration Statement
which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing
a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act), the Company shall have incorporated
such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the
Commission on the same day on which the Exchange Act report which created the requirement for the Company to amend or supplement
such Registration Statement was filed.


 




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(c)
Notify the Holders (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the
use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible via facsimile or electronic mail
(and, in the case of (i)(A) below, not less than three (3) Trading Days prior to such filing) and confirm such notice in writing no later
than one Trading Day following the day: (i)(A) when a Prospectus or any Prospectus supplement (but only to the extent notice is required
under Section 3(a) above) or post-effective amendment to any Registration Statement is proposed to be filed; (B) when the Commission
notifies the Company whether there will be a “review” of any Registration Statement and whenever the Commission comments
in writing on any Registration Statement (in which case the Company shall provide true and complete copies thereof and all written responses
thereto to each of the Holders that pertain to such Holder as a Selling Stockholder or to the Plan of Distribution, but not information
that the Company believes would constitute material and non-public information); and (C) with respect to each Registration Statement
or any post-effective amendment thereto, when the same has been declared effective; (ii) of any request by the Commission or any other
Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information
that pertains to the Holders as “Selling Stockholders” or the “Plan of Distribution”; (iii) of the issuance by
the Commission of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities
or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension
of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation
or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements
included or incorporated by reference in a Registration Statement ineligible for inclusion or incorporation by reference therein or any
statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that,
in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; and (vi) of the occurrence or existence of, or in anticipation of, any acquisition, financing
activity, regulatory developments or other material transaction involving the Company, or any other event or condition of similar significance
to the Company, for which allowing the continued availability of a Registration Statement or Prospectus would be, in the good faith determination
of the Board of Directors, materially detrimental to the Company; provided, that any and all of such information shall remain
confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law; provided,
further, that notwithstanding each Holder’s agreement to keep such information confidential, each such Holder makes no acknowledgement
that any such information is material, non-public information.


 


(d)
Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness
of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(e)
Furnish to the Holders, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all
exhibits to the extent reasonably requested by such Person (including those previously furnished or incorporated by reference) promptly
after the filing of such documents with the Commission; provided, that the Company shall have no obligation to provide any document
pursuant to this clause that is available on the Commission’s EDGAR system.


 


(f)
Promptly deliver to the Holders, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus)
and each amendment or supplement thereto as such Person may reasonably request. Subject to Section 7(c) hereof, the Company hereby consents
to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering
and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.


 




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(g)
Prior to the resale of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate with the
selling Holder in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as such Holder reasonably
requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period
and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by the Registration Statements; provided, that the Company shall not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified or subject the Company to any material tax in any such jurisdiction where
it is not then so subject.


 


(h)
Cooperate with the Holders to facilitate the timely preparation and delivery of certificates or book-entry statements representing Registrable
Securities to be delivered to a transferee pursuant to the Registration Statements, which certificates or book-entry statements shall
be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to
be in such denominations and registered in such names as any such Holders may request.


 


(i)
Upon the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably possible, prepare a supplement or amendment,
including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered,
no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
If the Company notifies the Holders in accordance with clauses (ii) through (vi) of Section 3(c) above to suspend the use of any Prospectus
until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will
use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall
be entitled to exercise its right under this Section 3(i) to suspend the availability of a Registration Statement and Prospectus for
a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period without incurring liability for Liquidated
Damages otherwise required pursuant to Section 2(c).


 


(j)
The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common
Stock beneficially owned by such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority, Inc. (“FINRA”)
affiliations, (iii) any natural persons who have the power to vote or dispose of the common stock and (iv) any other information with
respect to the Holder as may be requested by the Commission, FINRA or any state securities commission. During any periods that the Company
is unable to meet its obligations hereunder with respect to the registration of Registrable Securities because any Holder fails to furnish
such information within three (3) Trading Days of the Company’s request, any Liquidated Damages that are accruing at such time
as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such
Holder only, until such information is delivered to the Company; provided, however, if the failure of the Holder to furnish
the required information results the occurrence of an Event under Section 2(c), any Liquidated Damages that are accruing at such time
shall be tolled and any such Event that occurs as a result thereof shall be suspended until such time as the Holder furnishes such information.


 




    	10



     


    

 


(k)
The Company shall cooperate with any registered broker through which a Holder proposes to resell its Registrable Securities in effecting
a filing with FINRA pursuant to FINRA Rule 5110 as reasonably requested by any such Holder, and the Company shall pay the filing fee
required for the first such filing within five (5) Business Days of the request therefor.


 


(l)
Cause all such Registrable Securities to be listed on the Trading Market on which similar securities issued by the Company are then listed.


 


SECTION
4.


Holder’s
Obligations


 


The
Holders agree, by acquisition of the Registrable Securities, that the Holders shall not be entitled to sell any of such Registrable Securities
pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holders have furnished the Company with
all material information required to be set forth in the Purchaser Questionnaire and Selling Stockholder Questionnaire pursuant to the
Purchase Agreement.


 


SECTION
5.


Registration
Expenses


 


All
fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with the principal trading market on which the Common Stock is then
listed for trading, (B) with respect to compliance with applicable state securities or Blue Sky laws (including, without limitation,
fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities
and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by
the Holders) and (C) if not previously paid by the Company pursuant to Section 3(k) hereof, with respect to any filing that may be required
to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110,
so long as the broker is receiving no more than a customary brokerage commission in connection with such sale), (ii) printing expenses
(including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing
of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection
with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its
internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without
limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual
audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required
hereunder. The Holders shall bear the cost of all underwriting discounts and selling commissions associated with any sale of Registrable
Securities and shall pay all of its own costs and expenses, including, without limitation, all fees and disbursements to counsel (and
any other advisors) of the Holders and any stock transfer taxes. In no event shall the Company be responsible for any broker or similar
commissions of any Holder.


 




    	11



     


    

 


SECTION
6.


Indemnification


 


(a)
Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold
harmless each Holder, the officers, directors, agents, partners, members, managers, stockholders, Affiliates and employees of each Holder,
each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and
the officers, directors, agents, partners, members, managers, stockholders, Affiliates and employees of each such controlling Person,
to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, amounts paid in
settlement in accordance with Section 6(c) hereof, costs (including, without limitation, reasonable costs of preparation and investigation
and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating
to (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form
of prospectus or in any amendment or supplement thereto (it being understood that the Holders have approved Annex A hereto for
this purpose), or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading or (ii) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act or any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to the Registration Statement, except to the extent, but only to the extent, that (1) such untrue statements, alleged
untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(vi),
related to the use by such Holder of an outdated or defective Prospectus after the Company has validly notified such Holder in writing
(in accordance with Section 7(c) below) that the Prospectus is outdated or defective and prior to the receipt by such Holder of an Advice
(as defined below) or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or
the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. The Company shall
notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware arising from or in
connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of an Indemnified Party (as defined in Section 6(c)) and shall survive the transfer of the Registrable
Securities by the Holders.


 




    	12



     


    

 


(b)
Indemnification by Holder. Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents, partners, members,
stockholders or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses,
as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in any Registration Statement,
any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any
omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus,
or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent,
but only to the extent that, (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished
in writing to the Company by such Holder expressly for use therein and such untrue statement or alleged untrue statement or omission
or alleged omission had not been corrected in such Prospectus or in any amendment or supplement thereto prior to, or concurrently with,
the sale of Registrable Securities to the person asserting the applicable claim or (2) in the case of an occurrence of an event of the
type specified in Section 3(c)(ii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated or defective
Prospectus after the Company has validly notified such Holder in writing (in accordance with Section 7(c) below) that the Prospectus
is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and
to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving
rise to such Loss would have been corrected. In no event shall the liability of any selling Holder hereunder (together with any liability
under Section 6(d)) be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable
Securities giving rise to such indemnification obligation.


 


(c)
Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not
relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it
shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that
such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.


 




    	13



     


    

 


An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such
Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding or the Indemnifying Party does
not, upon assuming the defense of such Proceeding, conduct the defense of such claim actively and diligently; (3) the named parties to
any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified
Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified
Party and the Indemnifying Party; (4) the claim is based upon any Proceeding, indictment, allegation or investigation of a criminal nature;
or (5) the claim seeks an injunction or non-monetary or equitable relief against the Indemnified Party, other than any such claim that
is incidental to the primary claim or claims and not material (in the case of clauses (2)-(5), if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party
shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided,
that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for
all Indemnified Parties pursuant to this Section 6(c) except in the case of clause (3) above. The Indemnifying Party shall not be liable
for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed
or conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and such settlement does not require
any Indemnified Party to perform any covenant or refrain from engaging in any activity or include any non-monetary limitation on the
actions of any Indemnified Party or any of its affiliates or any admission of fault, violation, culpability, malfeasance or nonfeasance
by, or on behalf of, or liability on behalf of, any such Indemnified Party.


 


Subject
to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 6) shall
be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party (regardless
of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that
the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent there is
a final, non-appealable judicial determination that such Indemnified Party is not entitled to indemnification hereunder).


 


(d)
Contribution. If a claim for indemnification under Section 6(a) or Section 6(b) is unavailable to an Indemnified Party
(by reason of public policy or otherwise) or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a
result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party
in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material
fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount
paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 6(c),
any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the
extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 6 was available
to such party in accordance with its terms.


 




    	14



     


    

 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this Section 6(d), no Holder shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities
subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


The
indemnity and contribution agreements contained in this Section 6 are in addition to any liability that the Indemnifying Parties may
have to the Indemnified Parties and are not in diminution or limitation of the indemnification provisions under the Purchase Agreement.


 


SECTION
7.


Miscellaneous


 


(a)
Piggy-Back Registrations. If at any time during the Effectiveness Period, except as contemplated by Section 2(a) hereof,
there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare
and file with the Commission a registration statement relating to an offering for its own account or the account of others under the
Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or
their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business
or equity securities issuable in connection with the stock option or other employee benefit plans, and even if there is such an effective
Registration Statement covering all of the Registrable Securities, in the event that such offering for its own account or the account
of others is to be underwritten, then the Company shall deliver to each Holder a written notice of such determination and, if within
15 days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such
registration statement all or any part of any Registrable Securities such Holder requests to be registered. The Company shall have the
right to terminate or withdraw any registration initiated by it under this Section 7(a) prior to the effectiveness of such registration
whether or not the Holders have elected to include securities in such registration.


 




    	15



     


    

 


(b)
Rule 144 Compliance. With a view to making available to the Holders the benefits of Rule 144 under the Securities Act and
any other rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company to the public without
registration, the Company shall:


 


(i)
use commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule
144 under the Securities Act;


 


(ii)
use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company
under the Exchange Act, at any time when the Company is subject to such reporting requirements; and


 


(iii)
furnish to any Holder, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements
of Rule 144 under the Securities Act and of the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and
such other reports and documents so filed or furnished by the Company with the Commission as such Holder may reasonably request in connection
with the sale of Registrable Securities without registration (in each case to the extent not readily publicly available).


 


(c)
Discontinued Disposition. The Holders agree by its acquisition of such Registrable Securities that, upon receipt of a notice
from the Company of the occurrence of any event of the kind described in Section 3(c)(ii)-(vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemented
Prospectus and/or amended Registration Statement or until it is advised in writing (the “Advice”) by the Company that
the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings
that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company will use its
reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company may provide
appropriate stop orders to enforce the provisions of this paragraph.


 


(d)
Compliance. Subject to the Company’s compliance with its obligations set forth in Section 3(b), the Holders covenant
and agree that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption
therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement.


 


(e)
Furnishing of Information. The Holders shall furnish in writing to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably requested
by the Company to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration
as the Company may reasonably request.


 


(f)
Termination of Rights. For the avoidance of doubt, it is expressly agreed and understood that (i) in the event that there
are no Registrable Securities outstanding as of a Filing Deadline, then the Company shall have no obligation to file, cause to be declared
effective or to keep effective any Registration Statement hereunder (including any Registration Statement previously filed pursuant to
this Agreement) and (ii) all rights granted to the Holders hereunder (including the rights set forth in Sections 7(a) and 7(b)), shall
terminate in their entirety effective on the first date on which there shall cease to be any Registrable Securities outstanding.


 




    	16



     


    

 


(g)
Waivers and Amendments. No provision of this Agreement may be waived, amended, modified or supplemented except in a written
instrument signed by the Company and the Holders or Holders (as applicable) of no less than a majority of the then outstanding Registrable
Securities or, if such amendment, modification or supplement shall affect a Holder in a manner disproportionate from other Holders then
the signature of such Holder shall be required, provided that any party may give a waiver as to itself. The Company shall provide
prior written notice to the Holders of any proposed waiver, amendment, modification or supplement. No waiver of any default with respect
to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any
subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party
to exercise any right hereunder in any manner impair the exercise of any such right.


 


(h)
Governing Law; Submission to Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without
regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and
federal courts sitting in the County of New York, in the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the County of New York, in the State of New York, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is
an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any other manner permitted by law.


 


(i)
Remedies. In the event of a breach by the Company or by the Holders of any of their obligations under this Agreement, such
Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and the Holders
agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agree that, in the event of any action for specific performance in respect of such breach,
it shall waive the defense that a remedy at law would be adequate. The remedies provided herein are cumulative and not exclusive of any
remedies provided by law.


 




    	17



     


    

 


(j)
Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be sent by confirmed
facsimile or electronic mail, or mailed by first-class registered or certified airmail, or nationally recognized overnight express courier,
postage prepaid, and shall be deemed given when so sent in the case of facsimile or electronic mail transmission, or when so received
in the case of mail or courier, and addressed as follows:


 


if
to the Company, to:


 


Orgenesis
Inc.


20271
Goldenrod Lane


Germantown,
Maryland 20876


Attention:
Neil Reithinger, CFO


Facsimile:
(480) 659-6407


 


with
a copy (which shall not constitute notice) to:


 


Pearl
Cohen Zedek Latzer Baratz, LLP


1500
Broadway, 12th Floor


New
York, New York 10036


Attention:
Mark Cohen, Esq.


Facsimile:
(646) 878-0801


 


and


 


Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C


666
Third Avenue


New
York, New York 10017


Attention:
Jeffrey Schultz, Esq.


Facsimile:
(212) 983-3115


 


	 	if
    to a Purchaser: 	To
    the address set forth under such Purchaser’s name on the signature pages hereto
	 	 	 
	 	if
    to any other Person who is then
    the registered Holder: 	To
the address of such Holder as it appears in the stock transfer books of the Company


 


,
or to such other person, at such other place or in such manner as one party shall designate to other party in writing.


 




    	18



     


    

 


(k)
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties and shall inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign its rights or obligations
hereunder without the prior written consent of the Holder or Holders (as applicable) of a majority of the then outstanding Registrable
Securities (other than by merger or consolidation or to an entity which acquires the Company including by way of acquiring all or substantially
all of the Company’s assets). The rights of the Holders hereunder, including the right to have the Company register Registrable
Securities pursuant to this Agreement, may be assigned by the Holders to a Permitted Transferee of such Holder, but only if (i) such
Holder agrees in writing with such Permitted Transferee to assign such rights and related obligations under this Agreement, and for such
Permitted Transferee to assume such obligations, and a copy of such agreement is furnished to the Company, (ii) the Company is furnished
with written notice of the name and address of such Permitted Transferee and the securities with respect to which such registration rights
are being transferred or assigned, (iii) such Permitted Transferee agrees in writing with the Company to be bound by all of the provisions
contained herein, and (iv) such Permitted Transferee is an “accredited investor,” as that
term is defined in Rule 501 of Regulation D.


 


(l)
Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.


 


(m)
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable
best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid,
illegal, void or unenforceable.


 


(n)
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed
to be an original and, all of which taken together shall constitute one and the same Agreement.


 


[signature
page follows]


 




    	19



     


    

 


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


 


	 	COMPANY:
	 	 
	 	ORGENESIS
    INC.


 





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


 








REGISTRATION
RIGHTS AGREEMENT


 




    	 



     


    

 





PURCHASERS:


 


	 	PURCHASER
	 	 
	 	By:	/s/
    Faldi Ismail
	 	Name:	FALDI
    ISMAIL
	 	Title:	 


 


	 	PURCHASER
	 	 
	 	By:	/s/
    Ricky Newman
	 	Name:	RICKY
    NEWMAN
	 	Title:	 





 





REGISTRATION
RIGHTS AGREEMENT


 




    	 



     


    

 


ANNEX
A


 


PLAN
OF DISTRIBUTION


 


The
selling stockholders and any of their pledgees, donees, transferees, assignees or other successors-in-interest may, from time to time,
sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock
exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices,
at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the
time of sale, or at negotiated prices. The selling stockholders may use one or more of the following methods when disposing of the shares
or interests therein:


 


	 	●	ordinary
    brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	●	block
    trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as
    principal to facilitate the transaction;
	 	 	 
	 	●	through
    brokers, dealers or underwriters that may act solely as agents;
	 	 	 
	 	●	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	●	an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	●	privately
    negotiated transactions;
	 	 	 
	 	●	through
    the writing or settlement of options or other hedging transactions entered into after the effective date of the registration statement
    of which this prospectus is a part, whether through an options exchange or otherwise;
	 	 	 
	 	●	broker-dealers
    may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;
	 	 	 
	 	●	one
    or more underwritten offerings on a firm commitment or best efforts basis;
	 	 	 
	 	●	a
    combination of any such methods of disposition; and
	 	 	 
	 	●	any
    other method permitted pursuant to applicable law.


 


The
selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended, or Securities Act, if available,
rather than under this prospectus.


 


Broker-dealers
engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types
of transactions involved.


 




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The
selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by
them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares
of common stock from time to time under this prospectus, or under a supplement or amendment to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other
successors in interest as selling stockholders under this prospectus.


 


Upon
being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale
of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or
dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the
name of such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which
such shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where
applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference
in this prospectus, and (vi) other facts material to the transaction. In addition, upon being notified in writing by the selling stockholder
that a donee or pledge intends to sell more than 500 shares of common stock, we will file a supplement to this prospectus if then required
in accordance with applicable securities law.


 


The
selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or
other successors in interest will be the selling beneficial owners for purposes of this prospectus.


 


In
connection with the sale of the shares of common stock or interests in shares of common stock, the selling stockholders may enter into
hedging transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or
other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they
assume. The selling stockholders may also sell shares of common stock short after the effective date of the registration statement of
which this prospectus is a part and deliver these securities to close out their short positions, or loan or pledge the common stock to
broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions after
the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions
or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).


 


The
selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under
the Securities Act. We have advised the selling stockholders that they are required to comply with Regulation M promulgated under the
Securities Exchange Act of 1934, as amended, during such time as it may be engaged in a distribution of the shares. The foregoing may
affect the marketability of the common stock.


 




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The
aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common
stock less discounts or commissions, if any. The selling stockholders reserve the right to accept and, together with their agents from
time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not
receive any of the proceeds from this offering.


 


We
are required to pay all fees and expenses incident to the registration of the shares. We have agreed to indemnify the selling stockholders
against certain losses, claims, damages and liabilities, including liabilities under the Securities Act or otherwise.


 


We
have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until
the earlier of (a) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with
the registration statement or pursuant to Rule 144 of the Securities Act, (b) the date on which the shares of common stock covered by
this prospectus may be sold by non-affiliates without any volume or manner of sale restrictions or current public information requirement
pursuant to Rule 144 of the Securities Act, and (c) four years from the date of the Purchase Agreement.


 




    	A-3