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






Form of Warrant 


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. 2013_____ 	 
	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, __________ of
_______________ (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 _______________, 2013 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 21 Sparrow Circle, White Plains
NY 10605, 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 $0.52 per Share. 

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 _______________, in the State of
_______________, as of the __________ day of _______________, 2013. 

ORGENESIS INC. 

	Per: 	___________________________________
	 	Name 
	 	Title 


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.”