Exhibit
4.1


 


THESE
WARRANTS ARE NOT TRANSFERABLE


 


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.


 


ORGENESIS
INC.

(A Nevada Corporation)


 


NON-TRANSFERABLE


WARRANT
CERTIFICATE


 


CERTIFICATE
NO. W - ___


	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 REPRESENTED BY THIS CERTIFICATE


 


This
is to certify that, for value received, ___________ (the “Holder”) has the right to purchase, upon and subject to
the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”) from September 13,
2021 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 $ 6.24 per Share.


 




    	 



    	-2-



    

 


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


 


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


 


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


 


DATED
at the City of Scottsdale, in the State of Arizona, on this day 13th day of September, 2021.


 


ORGENESIS
INC.


 


	Per:		 
	Name:	Neil
    Reithinger	 
	Title:	Chief
    Financial Officer	 


 


PLEASE
NOTE THAT ALL SHARE CERTIFICATES ISSUED 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.”


 




    	 



    	 



    

 


APPENDIX
“A”


 


TERMS
AND CONDITIONS dated as of September 13, 2021 (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
                                            Days” 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 $6.24 per Share, subject to adjustment as provided in the Terms and
                                            Conditions;



 


		(e)	“Expiry
                                            Date” means June 13, 2023, in accordance with the Unsecured Convertible Note Extension
                                            Agreement dated September 13, 2021;



 


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



 


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



 


	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.


 




    	 



    	-2-



    

 


	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



 


	5.1	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.



 


	5.2	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.


 




    	 



    	-3-



    

 


	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.	Effect
                                            of Exercise of Warrants



 


	11.1	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.



 


	11.2	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.



 


	12.	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 purchased 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.


 




    	 



    	-4-



    

 


	13.	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.


 


	14.	Expiration
                                            of Warrants



 


After
the expiration of the period within which a Warrant is exercisable, all rights thereunder shall wholly cease and terminate and such Warrants
shall be void and of no further force and effect.


 


	15.	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:


 


	15.1	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.



 


	15.2	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, 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 12 to 19 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
                                            12 to 19 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 ‎15(b).



 


	15.3	This
                                            section intentionally left blank.



 


	15.4	The
                                            adjustments provided for in this Section ‎15 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.



 




    	 



    	-5-



    

 


	16.	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.


 


	17.	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.


 


	18.	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.


 


	19.	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;



 


		(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.



 


	20.	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.


 




    	 



    	-6-



    

 


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


 


ORGENESIS
INC.


 


	Per:	 	 
	Name:	Neil
    Reithinger	 
	Title:	Chief
    Financial Officer	 


 




    	 



    	 



    

 


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. $ 6.24 per share if exercised on or before
5:00 p.m. (Pacific Time) on the Expiry Date (as that term is defined in the Terms and Conditions attached to the Non-Transferable Share
Purchase Warrant). Cash, a certified cheque, bank draft or money order is enclosed herewith for such amount.


 


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


 


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


 


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


 


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


 


	 	 	 
	Witness	 	Signature


 


Please
print your name and address in full


 


	 	 	Address	 
	 	 	 	 


 


TERMS
AND CONDITIONS


 


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


 




    	 



    	-7-



    

 


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.”