Exhibit
10.4


 


Unsecured
Convertible Note Extension Agreement


 


This
Unsecured Convertible Note Extension Agreement (“Extension”) is entered into as of September 13, 2021 (the “Effective
Date”), by and between Orgenesis Inc. (“Borrower”) and Yehuda Nir (“Lender”). Borrower
and Lender may each be referred to herein as a “Party,” and collectively as the “Parties”


 


WHEREAS:
Lender and Borrower are parties to two Private Placement Subscription Agreements dated November 21, 2018, each for subscription amount
of US$ 250,000 (“Agreements”); and


 


WHEREAS:
Lender and Borrower wish to extend the Maturity Date of the Note in accordance with the Agreements and to grant additional warrants
in accordance with the terms herein;


 


NOW
THEREFORE, the Parties hereby agree as follows:


 


		1.	MATURITY
                                            DATE EXTENSION



 


		1.1	Unless
                                            otherwise converted into Units pursuant to the terms of the Agreements, the principal amount
                                            of the 2% Unsecured Convertible Notes (“2% Notes”) held by the Lender,
                                            plus accrued and unpaid interest thereon which equal US$ 530,027 as of November 21,
                                            2021, shall continue to accrue the same interest rate until such become due and payable on
                                            June 30, 2023 (the “Maturity Date”) without any action required from the
                                            Lender. The principal amounts of the 2% Notes, plus accrued and unpaid interest thereon,
                                            may be prepaid by the Borrower in whole or in part at any time without penalty of any kind
                                            after notice of 2 Business Days to the Lender. Each such prepayment shall be credited first
                                            to principal and then to the accrued but unpaid interest.



 


		2.	EARLY
                                            REPAYMENT OPTION



 


		2.1	Notwithstanding
                                            the foregoing, the Lender may ask Borrower for early repayment of the principal amount of
                                            the Notes, plus accrued and unpaid interest thereon by providing a written notice to the
                                            Borrower on November 21, 2022. Upon receipt of such early repayment notice by the Borrower,
                                            the Borrower shall pay the outstanding principal amount of the Notes, plus accrued and unpaid
                                            interest thereon by November 30, 2022.



 


		3.	ADDITIONAL
                                            WARRANTS



 


		3.1	Subject
                                            to the approval of the Board of Directors of the Borrower, the Borrower shall issue warrants
                                            to purchase such number of shares of common stock of Orgenesis to the Lender listed in Exhibit
                                            A hereto (“Additional Warrants”). The exercise price of the Additional
                                            Warrants shall be US$ 6.24 per share and the expiration and latest possible exercise
                                            date of the Additional Warrants shall be June 30, 2023, unless the principal amount of the
                                            2% Notes, plus accrued and unpaid interest thereon is prepaid by the Borrower in accordance
                                            with the early repayment options specified in Section 2.1 hereto, and then the Additional
                                            Warrants shall expire upon such early repayment. The Additional Warrants shall be substantially
                                            in the form attached hereto as Exhibit B.



 




    	 



     


    

 


		4.	GENERAL
                                            PROVISIONS.



 


		4.1	The
                                            Agreement is hereby amended only to the extent necessary to give full effect to this Extension.
                                            Unless expressly specified herein, all other terms and conditions specified in the Agreement
                                            shall apply and shall remain in full force and effect. Capitalized terms used not defined
                                            herein shall have the meaning ascribed to them in the Agreement. In the event of any conflict
                                            between the terms of this Extension and the terms of the Agreement, the terms of this Extension
                                            shall control.



 


		4.2	This
                                            Extension may be executed in any number of counterparts, including in facsimile and scanned
                                            format, each of which shall be deemed an original and enforceable against the Party actually
                                            executing such counterpart and all of which together shall constitute one and the same instrument.



 


		4.3	Section
                                            10(c) of the PP Agreements shall be hereby amended to provide that any notices sent or delivered
                                            to the Borrower shall also be sent or delivered to Mark Cohen, Pearl Cohen Zedek Latzer Baratz
                                            LLP, Times Square Tower, 7 Times Square, New York, NY 10036 (which delivery shall not constitute
                                            notice).



 


[Remainder
of Page Intentionally Left Blank]


 




    	 



     


    

 





IN
WITNESS WHEREOF, the Parties have executed this Unsecured Convertible Note Extension as of the date first above written.


 





	THE
    LENDER:	 
	 	 
	 	 
	Yehuda Nir	 
	 	 	 
	 	 	 
	ORGENESIS INC.	 
	 	 	 
	By:	 	 
	Name:	Vered
    Caplan	 
	Title:	Chief
    Executive Officer	 
	Address:	20271 Goldenrod lane	 
	 	Germantown,
    Maryland, 20776 USA	 


 


[Signature
page to the Extension to Convertible Credit Line Agreement between Orgenesis Inc. and Y. Nir]


 




    	 



     


    

 





Exhibit
A


 


LIST
OF ADDITIONAL WARRANTS


 


	Warrant Holder	 	# of Warrants	 	 	Expiration Date	 	Exercise Price	 
	Yehuda Nir	 	 	453,294	 	 	June 30, 20231	 	$	6.24	 





  


 


 







1
The Warrants will expire prior to such date if
the Lender demand repayment earlier.


 




    	 



     


    

 


Exhibit
B


 


FORM
OF WARRANTS


 


THESE
WARRANTS ARE NOT TRANSFERABLE


 


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


 


ORGENESIS
INC.


(A
Nevada Corporation)


 


NON-TRANSFERABLE


WARRANT
CERTIFICATE


 


	CERTIFICATE
    NO. 2021 - ______	 
	 	 
	NUMBER
    OF WARRANTS: _________	RIGHT
    TO PURCHASE _454,294_____ Shares


 


THESE
NON-TRANSFERABLE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID


AT
5:00 P.M. (PACIFIC TIME) ON THE EXPIRY DATE (AS DEFINED IN THE TERMS AND CONDITIONS ATTACHED TO THIS WARRANT CERTIFICATE.


 


NON-TRANSFERABLE
SHARE PURCHASE WARRANTS


TO
PURCHASE COMMON SHARES OF ORGENESIS INC.


 


THE
WARRANTS ARE REPRESENTED BY THIS CERTIFICATE.


 


This
is to certify that, for value received, Yehuda Nir (the “Holder”) has the right to purchase, upon and subject to the
terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”) from September ____,
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
shares of common stock (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 (subject to adjustment as described
in the Terms and Conditions).


 





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


 


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


 








    	 



     


    

 


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


 


DATED
at the City of Scottsdale, in the State of Arizona, as of the _____ day of September, 2021.


 


	ORGENESIS
    INC.	 
	 	 	 
	Per:
    	 	 
	Name:	Neil
    Reithinger	 
	Title:	Chief
    Financial Officer	 


 


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


 


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


 


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


 


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


 




    	 



     


    

  


APPENDIX
“A”


 


TERMS
AND CONDITIONS dated as of September ____, 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 Day” means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of Nevada
are authorized or obligated by law or executive order to close.


 


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


 


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


 


(d)
“Exercise Price” means US $6.24 per Share, subject to adjustment as provided in the Terms and Conditions;


 


(e)
“Expiry Date” means June 30, 2023, unless expired earlier in accordance with the terms of the Unsecured Convertible Note
Extension Agreement;


 


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


 


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


 


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


 


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


 


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


 




    	 



     


    

 





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


 


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


 


2.
Interpretation




 


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


 


3.
Applicable Law




 


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


 


4.
Additional Issuances of Securities




 


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


 


5.
Replacement of Lost Warrants




 


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.


 


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


 


With
a copy which shall not constitute notice to


 


Pearl
Cohen Zedek Latzer Baratz LLP,


Times
Square Tower,


7
Times Square


New
York, NY 10036


Attn:
Mark Cohen, Esq.


 


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.


 


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 Expiry Period, 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:


 


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


 




    	 



     


    

 





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


 


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


 


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.


 


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 Shares 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.


 


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


 


REPRESENTATIONS
AND WARRANTIES


 


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


 


LEGENDS


 


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


 


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