Orgenesis Inc.: Exhibit 10.4 - Filed by newsfilecorp.com






CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT 

This Contribution, Assignment and
Assumption Agreement (this “Agreement”) is made and entered into
effective as of June __, 2018 (this “Effective Date”) by and among
Masthercell Global Inc., a Delaware corporation (the “Company”) and
Orgenesis, Inc., a Nevada corporation (the “Assignor”). 

WHEREAS, prior to the Effective
Date, the Assignor has developed, owned or possessed certain assets relating to
the provision of manufacturing and development services to third parties with
respect to cell and gene therapy products, processes and solutions and the
Assignor desires such assets set forth in Exhibit A attached hereto be
assigned to, and owned by, the Company (the “Contributed Assets”); and 

WHEREAS, in consideration of the
assignment of the Contributed Assets, the Company desires to issue to the
Assignor such number of shares of the Company’s Common Stock, par value $0.00001
per share (the “Common Stock”) representing 62.2% of the Company’s
capital stock on a fully diluted basis; and 

WHEREAS, the Contributed Assets
are to be assigned by the Assignor to the Company simultaneously with an equity
investment made by GPP-II Masthercell, LLC, a Delaware limited liability company
(“GPP”) in the Company whereby GPP shall invest up to US$25,000,000 as
consideration for the issuance and sale of such number of shares of the
Company’s Series A Preferred Stock, par value US$0.00001 per share (the
“Preferred Stock”) representing 37.8% of the capital stock of the Company
on a fully diluted basis pursuant to the terms of that certain Stock Purchase
Agreement by and between the Company, the Assignor and GPP (the “Purchase
Agreement”);

WHEREAS, it is intended that the
contribution of the Contributed Assets and the Purchase Agreement should be
treated, together, as part of the same plan of reorganization pursuant to
Section 351 of the Code. 

NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement
hereby agree as follows: 

1.    
Certain Definitions. As used herein, the following capitalized terms will
have the meanings set forth below: 

a.    
“Affiliate” means with respect to any specified Person, a Person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person specified. A Person
shall be deemed to control another Person if such first Person possesses,
directly or indirectly, the power to direct, or cause the direction of, the
management and policies of such other Person, whether through the ownership of
voting securities, by Contract or otherwise, and the terms controlled and
controlling have meanings correlative thereto. 

b.    
“Closing” means the closing of the contribution of the Contributed Assets
and the closing of the Purchase Agreement, and all other transactions provided
for in this Agreement. The Closing shall take place remotely via electronic
exchange of documents and signatures on the Closing Date. 

c.    
“Closing Date” means the date of Closing, which shall occur on or before
June __, 2018 

d.    
“Code” means the United States Internal Revenue Code of 1986, as amended.


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e.    
“Contributed Assets” refers to those assets further set forth in
Exhibit A, including all of the Assignor’s right, title and interest
therein. 

f.    
“GAAP” means generally accepted accounting principles of the United
States of America.

g.    
“Governmental Authority” means any court, tribunal, arbitrator,
authority, agency, commission, official or other instrumentality of the United
States or any foreign country or any state, county, city or other political
subdivision thereof. 

h.    
“Intellectual Property Rights” means, collectively, all worldwide
patents, patent applications, patent rights, copyrights, copyright
registrations, moral rights, trade names, trademarks, service marks, domain
names and registrations and/or applications for all of the foregoing, trade
secrets, know-how, mask work rights, rights in trade dress and packaging,
licenses, goodwill and all other intellectual property rights and proprietary
rights directly relating to the Contributed Assets, whether arising under the
laws of the United States of America or the laws of any other state, country or
jurisdiction. 

i.    
“Person” means an association, a corporation, an individual, a
partnership, a limited liability company, a joint venture, a trust, a business
trust, cooperative, foreign trust or foreign business organization or any other
similar entity or organization, including a Governmental Authority and the
heirs, executors, administrators, legal representatives, successors and assigns
of the “Person” when the context so permits. 

j.    
“Tax” means (i) any and all federal, state, local, or foreign Tax,
imposts, duties, fees, levies or other assessments, including income, gross
receipts, capital, escheat, license, excise, real or personal property, sales,
withholding, social security, occupation, use, service, service use, value
added, license, net worth, payroll, franchise or similar Tax or charges in the
nature of a tax, imposed by any Governmental Authority together with any
interest, fines, penalties or additions to tax and additional amounts imposed
with respect thereto and (ii) any liability in respect of any items described in
clause (i) payable by reason of contract, assumption, transferee or successor
liability, operation of Law, Treasury Regulation Section 1.1502 -6(a) (or any
similar provision under Law) or otherwise. 

k.    
“Tax Return” means any report, return, document, declaration, information
return, election or other information or filing of any kind (including any
attached schedule, supplement and additional or supporting material) filed or
required to be filed with any Governmental Authority or jurisdiction (foreign or
domestic) with respect to Tax, including any amendments thereof, claim for
refund or declaration of estimated Tax. 

2.     The
Assignor’s Contribution. 

a.    
Contribution of the Contributed Assets. Subject to the terms and
conditions of this Agreement and concurrently with, the closing of the Purchase
Agreement, at the Closing, the Assignor shall contribute, transfer, assign,
deliver and convey, to the Company all of the Assignor’s right, title and
interest in and to the Contributed Assets set forth in Exhibit A and all
rights of action, power and benefit belonging to or accruing from the
Contributed Assets including the right to undertake proceedings to recover past
and future damages and claim all other relief in respect of any acts of
infringement thereof whether such acts shall have been committed before or after
the date of this assignment, the same to be held and enjoyed by said Company,
for its own use and benefit and the use and benefit of its successors, legal
representatives and assigns, as fully and entirely as the same would have been
held and enjoyed by the Assignor, had this assignment not been made. 

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b.    
The Assignor and the Company each hereby agrees that each party and such party’s
successors and assigns will do, execute, acknowledge and deliver, or will cause
to be done, executed, acknowledged and delivered such further acts, documents,
or instruments confirming the conveyance of any of the Contributed Assets to the
Company as the other party shall reasonably deem necessary. 

c.    
The Company, upon execution of this Agreement and the assignment of the
Contributed Assets, shall assume, and hereby does assume, any and all
liabilities and obligations of the Assignor existing immediately prior to the
Closing Date with respect to the Contributed Assets and shall be responsible for
any and all such liabilities and obligations from and after the Closing Date.
The Company further agrees and confirms that the Assignor shall be fully
released from any and all such liabilities and obligations in all respects.

3.    
GPP’s Contribution. The Company hereby agrees and acknowledges that the
assignment and contribution of the Contributed Assets by the Assignor to the
Company is contingent upon the simultaneous investment by GPP into the Company
as detailed above and in the Purchase Agreement.

4.     The
Company’s Issuance of Stock. Subject to the terms and conditions of this
Agreement, at the Closing (subject to the execution of the Purchase Agreement),
the Company shall issue the Assignor such number of shares of Common Stock
representing 62.2% of the fully diluted share capital of the Company and shall
issue to GPP (subject to GPP’s execution of the Purchase Agreement and
investment in the Company) such number of shares of Preferred Stock representing
37.8% of the fully diluted share capital of the Company. 

5.    
Representations and Warranties of the Company. The Company hereby
represents and warrants to the Assignor, as of the Closing Date:

a.    
Organization. The Company is duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all necessary corporate
(or equivalent) power and authority to perform its obligations hereunder. The
Company is qualified or authorized to do business under the laws of each
jurisdiction in which the conduct of its business or the ownership of its
properties requires such qualification or authorization.

b.    
Authority. The Company has the corporate power and authority to execute
and deliver this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. The execution, delivery and
performance by the Company of this Agreement have been duly and validly
authorized by all necessary corporate action, and this Agreement has been duly
executed and delivered by the Company and this Agreement constitutes the legal,
valid and binding obligations of the Company, enforceable against the Company in
accordance with its respective terms. 

c.    
No Liens. Neither the Company nor the shares of Common Stock to be issued
to the Assignor are subject to any pledge agreements, restriction agreements or
other document or instrument which affects the title to the shares of Common
Stock in any way or manner whatsoever. Upon the consummation of the transactions
contemplated by this Agreement, the shares of Common Stock will be conveyed to
the Assignor free and clear of liens and encumbrances, claims, and
interests.

d.    
Valid Issuance. The shares of Common Stock and Preferred Stock when
issued and delivered in accordance with the terms and for the consideration set
forth in this Agreement and the Purchase Agreement shall be validly issued,
fully paid, and nonassessable shares of capital stock of the Company.

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e.    
No Reliance. The Company is a sophisticated commercial entity and has
conducted an independent investigation, review and analysis of the assets,
business, condition (financial or otherwise), liabilities, operations and
prospects of the Assignor and the Contributed Assets. In making the
determination to proceed with the transactions contemplated by this Agreement
and the other agreements, instruments and documents contemplated hereby, the
Company has not relied upon any representations, warranties, communications or
disclosures of any nature other than those expressly set forth in Section
6. None of the Assignor or any of its managers, officers, members,
Affiliates, partners, employees, consultants, agents, counsel or advisors makes
or has made any representation or warranty, express or implied, to the Company
or any of its Affiliates or any other Person (except for the representations and
warranties made by the Assignor to the Company expressly set forth in Section
6). In no event shall the Assignor have any liability to the Company with
respect to the breach of representation, warranty or covenant under this
Agreement to the extent that the Company knew, should have known or was
disclosed information of such breach as of the execution hereof. 

6.    
Representations and Warranties of the Assignor. The Assignor hereby
represents and warrants to the Company and the Investor, as of the Closing
Date:

a.    
Organization. The Assignor is duly organized, validly existing and in
good standing under the laws of the State of Nevada and has all necessary
corporate power and authority to own, lease, license, and operate the
Contributed Assets and to perform its obligations hereunder. The Assignor is
qualified or authorized to do business under the laws of each jurisdiction in
which the conduct of its business or the ownership of its properties requires
such qualification or authorization.

b.    
Authority. The Assignor has the corporate power and authority to execute
and deliver this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. The execution, delivery and
performance by the Assignor of this Agreement and the consummation by the
Assignor of the transactions contemplated hereby have been duly and validly
authorized by all necessary corporate action, and this Agreement has been duly
executed and delivered by the Assignor and this Agreement constitutes the legal,
valid and binding obligations of the Assignor, enforceable against the Assignor
in accordance with its respective terms. 

c.    
No Conflict. The execution, delivery and performance by the Assignor of
this Agreement and the consummation of the transactions contemplated hereby, or
compliance by the Assignor with any of the provisions hereof, do not and will
not: (i) conflict with or violate the certificate of incorporation or bylaws or
other similar organizational documents of the Assignor; (ii) to the Assignor’s
knowledge conflict with or violate any law applicable to the Contributed Assets
in any material respects; (iii) conflict with or violate any order of any
Governmental Authority in any material respect; or (iv) to the Assignor’s
knowledge, result in any breach of, constitute a default (or an event that would
become a default) under, or give rise to a right of termination, modification,
notice or cancellation or require any consent of any Person pursuant to any
contract or agreement assigned by the Assignor pursuant to this Agreement. 

d.    
Contributed Assets. (a) The Assignor either has title to, owns, possesses
or has a proper license to all material rights and interests in, including the
right to use, each of the Contributed Assets, or with respect to licensed
Contributed Assets, valid licenses to use. (b) This Agreement and the
instruments and documents to be delivered by the Assignor to the Company at or
following the Closing shall be adequate and sufficient to transfer (i) the
Assignor’s entire right, title and interest in and to the Contributed Assets and
(ii) good title to the Contributed Assets, free and clear of all liens,
mortgages, encumbrances and third-party claims, rights and interests placed by
the Assignor. 

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e.    
Compliance with Law; Permits. The Assignor is in possession of all
permits, licenses, franchises, approvals, certificates, consents, waivers,
concessions, exemptions, orders, registrations, notices or other authorizations
of any Governmental Authority (the “Permits”) necessary for it to own,
lease, license and operate the Contributed Assets. All material Permits held by
the Assignor are valid and in full force and effect and the Assignor is not in
default under, or in violation of, any such Permit and no suspension or
cancellation of any such Permit is pending or to the Assignor’s knowledge
threatened. 

f.    
Litigation. As of the date hereof there is no pending (or to the
Assignor’s knowledge, threatened) action by or against the Assignor in
connection with the Contributed Assets. 

g.    
Intellectual Property.


i.     Exhibit A attached hereto sets forth a true,
correct and complete list of all U.S. and foreign Intellectual Property being
contributed by Assignor to the Company, if any. To the extent Intellectual
Property is being transferred by Assignor, the Assignor represents that it is
the sole and exclusive beneficial and record owners or licensee of all of the
Intellectual Property set forth in Exhibit A, and all such Intellectual
Property are subsisting, enforceable and valid (and there has been no action
asserted (or to the Assignor’s knowledge, threatened) challenging the scope,
validity or enforceability of any such Intellectual
Property).               


ii.     The Intellectual Property being assigned to the
Company by the Assignor does not infringe any Person’s Intellectual Property
rights, and there has been no such action asserted (or to the Assignor’s
knowledge, threatened) against the Assignor or any other Person.

iii.     No Person is infringing, in any respect, any
Intellectual Property owned, used, or held for use by the Assignor that is being
assigned to the Company, and no such actions have been asserted or threatened
against any Person by the Assignor or any other Person.

h.    
Tax.

i.     There are no Tax of the Assignor for which the
Company will become liable as a result of the transactions contemplated by this
Agreement. 

ii.     All income and other Tax Returns relating to the
Contributed Assets that were required to be filed have been duly and timely
filed, and all such Tax Returns were true, correct and complete in all respects
when filed. All Tax relating to the Contributed Assets (x) that were due and
payable have been duly and timely paid and (y) that accrued and are not yet due
and payable, have had adequate provision in accordance with GAAP made for their
payment.

iii.     All Tax relating to the Contributed Assets required
to be withheld and paid, including in connection with any amounts owing to any
employee, independent contractor, creditor, stockholder or third party, have
been duly and timely withheld and remitted to the appropriate Governmental
Authority.

iv.     There is no action, suit, claim, assessment, or
audit, pending, proposed in writing (or to the Assignor’s knowledge, threatened)
with respect to Tax relating to the Contributed Assets. No Governmental
Authority has made a claim in writing that the Contributed Assets may be subject
to Tax, or that a Return relating to the Contributed Assets may be required to
be filed, in a jurisdiction where no such Tax Returns have been filed.

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v.     There are no encumbrances for Tax upon the
Contributed Assets.

vi.     No Tax election has been made with respect to any of
the Contributed Assets that has, or may have, continuing effect on the
Contributed Asset after the Closing Date. 

vii.     No waiver, extension, or comparable consent
regarding the application of the statute of limitations with respect to any Tax
or Tax Returns relating to the Contributed Assets is outstanding, nor is there
pending any request for such a waiver, extension, or comparable consent. 

i.    
Material Contracts. Exhibit A lists a true, correct and complete
list of each of the contracts being assigned to the Company by the Assignor (the
“Material Contracts”). The Assignor has made available to the Company
true, correct and complete copy of each Material Contract. Each Material
Contract is valid and binding on the Assignor and the counterparties thereto and
is in full force and effect. No party has repudiated any provision of a Material
Contract or given written notice that a contract has terminated or will be
terminating, and the Assignor is not in breach of, or default under a Material
Contract to which it is a party. The assignment of each Material Contract to the
Company will not result in any penalty, premium or variation of the rights,
remedies, benefits or obligations of any party thereunder. 

7.    
Indemnification.

a.    
Indemnification by the Assignor. The Assignor will indemnify, defend and
hold harmless the Company, and its officers, directors, stockholders, employees,
agents, consultants, subsidiaries and parent entities (the “Company
Indemnitees”) from and against the entirety of any Damages (as hereinafter
defined) that any Company Indemnitee may suffer or incur resulting from, arising
out of, relating to, or caused by any material breach of any representation or
warranty made by the Assignor in this Agreement. The Company Indemnitees shall
not be entitled to indemnification for breach of a representation or warranty
pursuant to this Section 7(a) with respect to any matters or items that are
disclosed as exceptions to such representation and warranty in the applicable
section(s) of the Disclosure Schedule.

b.    
Indemnification by the Company. The Company will indemnify, defend and
hold harmless the Assignor, and its officers, directors, stockholders,
employees, agents, consultants, subsidiaries and parent entities (the
“Assignor Indemnitees”) from and against the entirety of any Damages that
any Assignor Indemnitee may suffer or incur resulting from, arising out of,
relating to, or caused by any material breach of any representation or warranty
made by the Company in this Agreement.

c.    
Damages. For the purposes of this Section 7, the term “Damages”
shall mean all actions, suits, proceedings, charges, complaints, claims, orders,
dues, penalties, fines, costs, amounts paid in settlement, liabilities,
obligations, liens, losses, Taxes, deficiencies, costs of investigations, court
costs, and other expenses (including reasonable attorneys fees and expenses)
whether in connection with third party claims or claims among the parties
related to the enforcement of the provisions of this Agreement.

d.    
Survival. All representations, warranties, covenants and agreements of
the parties in this Agreement will survive the execution hereof for a period of
eighteen (18) months following the Closing Date.

e.    
Limitations on Indemnification by the Assignor. With respect to matters
described in Section 7(a) above, the Assignor shall have no
liability until the Company Indemnitees have suffered aggregate damages by
reason of all such breaches in excess of $350,000 (the “Threshold”),
after which point the Assignor will be obligated to indemnify the Company
Indemnitees from and against all Damages from dollar one. Without limiting or
derogating from the Threshold, the aggregate maximum liability of the Assignor
shall be $2,500,000 (the “Cap”). Notwithstanding the foregoing, neither
the Threshold nor the Cap shall apply in respect of any Damages relating to the
Assignor’s intentional or fraudulent breach of a representation or warranty;
provided, however, that in no event shall the liability of the Assignor for
indemnification under this Section 7 for any such intentional fraudulent breach
of representation or warranty exceed the fair market value of the shares of
Common Stock received by the Assignor as of the Closing Date.

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8.    
Miscellaneous. 

a.    
Transfer Tax. Any and all sales, harmonized sales, use, property transfer
or gains, real estate or land transfer or gains, documentary, stamp,
registration, recording, filing, goods and services or other similar Tax payable
solely as a result of the sale or transfer of the Contributed Assets pursuant to
this Agreement (“Transfer Tax”) shall be borne by the Assignor.

b.    
Governing Law. The validity, interpretation, construction and performance
of this Agreement, and all acts and transactions pursuant hereto and the rights
and obligations of the parties hereto shall be governed, construed and
interpreted in accordance with the laws of the State of New York, without giving
effect to principles of conflicts of law. 

c.    
Entire Agreement; Relationship to Purchase Agreement. This Agreement sets
forth the entire agreement and understanding of the parties relating to the
subject matter herein and supersedes all prior or contemporaneous discussions,
understandings and agreements, whether oral or written, between them relating to
the subject matter hereof; provided, however, that his Agreement is executed and
delivered pursuant to, is in furtherance of and is subject to the terms and
conditions of, the Purchase Agreement. Nothing contained in this Agreement shall
be deemed to alter, modify, expand or diminish the terms or provisions of the
Purchase Agreement. 

d.    
Amendments and Waivers. No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing signed by the parties to this Agreement. No delay or failure
to require performance of any provision of this Agreement shall constitute a
waiver of that provision as to that or any other instance. 

e.    
Successors and Assigns. Except as otherwise provided in this Agreement,
this Agreement, and the rights and obligations of the parties hereunder, will be
binding upon and inure to the benefit of their respective successors, assigns,
heirs, executors, administrators and legal representatives. No party to this
Agreement may assign, whether voluntarily or by operation of law, any of its
rights and obligations under this Agreement, except with the prior written
consent of the other party; provided, however, that a party may assign this
Agreement to an Affiliate without the prior written consent of the other party.
.. 

f.    
Conflict Waiver. The parties to this Agreement hereby consent to Pearl
Cohen Zedek Latzer Baratz, LLP (“Pearl Cohen”) drafting this Agreement
and continuing to represent each of the Company and the Assignor as legal
counsel on the transactions contemplated hereby and on other matters. The
parties hereto hereby (a) acknowledge that they have had an opportunity to ask
for and have obtained information relevant to such representation, including
disclosure of the reasonably foreseeable adverse consequences of such
representation; (b) acknowledge that with respect to this Agreement, Pearl Cohen
has represented the Company and the Assignor; and (c) gives its informed consent
to Pearl Cohen’s acting in such capacity. Each party recognizes the
inherent conflict of interest in such dual representation and hereby waives any
claim against the other party and against Pearl Cohen based upon such dual
representation. 

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g.    
Notices. Any notice, demand or request required or permitted to be given
under this Agreement shall be in writing and shall be deemed sufficient when
delivered personally or by overnight courier or sent by email, or 48 hours after
being deposited in the U.S. mail as certified or registered mail with postage
prepaid, addressed to the party to be notified at such party’s address as set
forth on the signature page, as subsequently modified by written notice, or if
no address is specified on the signature page, at the most recent address set
forth in the Company’s books and records. 

h.    
Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.


i.    
Construction. This Agreement is the result of negotiations between and
has been reviewed by each of the parties hereto and their respective counsel, if
any; accordingly, this Agreement shall be deemed to be the product of all of the
parties hereto, and no ambiguity shall be construed in favor of or against any
one of the parties hereto. 

j.    
Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and all of which together shall constitute one and the same agreement.
Execution of a facsimile or scanned copy will have the same force and effect as
execution of an original, and a facsimile or scanned signature will be deemed an
original and valid signature. 

k.    
Tax Indemnification. The Company shall be liable for, and shall indemnify
and hold the Assignor Indemnitees harmless from and against the entirety of any
Tax liability that the Assignor Indemnitees may suffer or incur resulting from,
arising out of, relating to, or caused by the Contribution Agreement, but only
to the extent such Tax liability is a result of any action taken, or none taken
by, the Company that caused the transaction contemplated herein to be taxable to
the Assignor.

[Signature Page Follows] 

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IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the date and year first
above written. 


	THE COMPANY 
	 
	MASTHERCELL GLOBAL, INC. 
	 
	 
	By: 	/s/ Vered Caplan  
	Name: 	Vered
      Caplan 
	Title: 	President 
	Address: 	c/o
      Pearl Cohen Zedek Latzer Baratz LLP 
		1500
      Broadway, NY, NY 10036 
	 	 
	 	 
	 	 
	THE ASSIGNOR 
	 
	ORGENESIS INC. 
	 
	 
	By: 	/s/ Vered Caplan 
	Name: 	Vered
      Caplan 
	Title: 	Chief
      Executive Officer 
	Address: 	20271
      Goldenrod Lane 
		Germantown, MD 20876 
	 	 



[Signature page to Contribution, Assignment and Assumption
Agreement] 

9 




EXHIBIT A 

CONTRIBUTED ASSETS 

List of Material Agreements 

	 	1. 	
      Joint Venture Agreement by and between Orgenesis Inc. and
      Atvio Biotech Ltd. dated May 10, 2016, as amended on May 30,
  2016.

	 	 	 
	 	2. 	
      Commitment Letter by Mr. Yechiel Stern, dated June 2,
      2016, pursuant to which Mr. Yechiel Stern agreed, inter alia, to
      take all actions and execute and deliver all instruments necessary to
      affect the transfer of 120 ordinary shares of Atvio Biotech Ltd., par
      value NIS1 each, constituting 60% of the Atvio shares issued to him or its
      designee, T.R.F Capital Ltd., to Orgenesis Inc.

	 	 	 
	 	3. 	
      Subscription and Shareholder Agreement by and between
      Orgenesis Inc., SFPI-FPIM (Société Fédérale de Participations et
      d’Investissement) SA and MaSTherCell SA dated on or about November
      15,2017.

	 	 	 
	 	4. 	
      Joint Venture Agreement by and between Orgenesis Inc. and
      CureCell Co., Ltd. dated March 14, 2016.



List of Intellectual Property 

	 	1. 	
      That certain License Agreement by and between Orgenesis
      Inc. and MaSTherCell SA dated December 30, 2016.



All Other Contributed Assets 

	 	1. 	
      The shares of capital stock Orgenesis directly owns in
      MaSTherCell SA, an entity formed pursuant to the laws of Belgium
      representing 53.24% of the fully diluted share capital of MaSTherCell
      SA.

	 	 	 
	 	2. 	
      The shares of capital stock in Cell Therapy Holdings SA,
      a wholly owned subsidiary of Orgenesis, holding 30.08% of the fully
      diluted share capital of MaSTherCell SA.

	 	 	 
	 	3. 	
      The Membership Interest in Masthercell U.S., LLC, a
      Delaware limited liability company and wholly owned subsidiary of
      Orgenesis and that certain Operating Agreement by and between Masthercell
      U.S., LLC and Orgenesis dated June 19, 2018.

	 	 	 
	 	4. 	
      That certain debt in the amount of $1 million owed to
      Orgenesis Inc. by Atvio Ltd.

	 	 	 
	 	5. 	
      That certain debt in the amount of $1.3 million owed to
      Orgenesis Inc. by Curecell Co. Ltd.



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