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






EXECUTION VERSION 

 



STOCK PURCHASE AGREEMENT 

by and among 

Masthercell Global Inc., 

Orgenesis Inc., 

and 

GPP-II Masthercell, LLC

 

Dated June 28, 2018 




TABLE OF CONTENTS 

	 	 	 	 	Page
 
	 	 	 	 	 
	ARTICLE
    1 	PURCHASE
    AND SALE OF COMPANY PREFERRED STOCK 	1
  
	 	 	 
	 	1.1
    	Basic
    Transaction 	1
  
	 	1.2
    	Purchase
    Price 	2
  
	 	1.3
    	Estimated
    Cash Payment 	2
  
	 	1.4
    	Payment
    and Delivery of Purchase Price 	2
  
	 	1.5
    	Cash
    Payment Determination 	3
  
	 	1.6
    	Calculation
    of Future Payments 	3
  
	 	1.7
    	Determination
    of Future Payments 	5
  
	 	1.8
    	Calculations
    	6
  
	 	1.9
    	Closing
    	6
  
	 	1.10
    	Israel
    Sub and South Korea Sub 	6
  
	 	 	 	 
	ARTICLE
    2 	REPRESENTATIONS
    AND WARRANTIES CONCERNING TRANSACTION 	7
  
	 	 	 
	 	2.1
    	Representations
    and Warranties of Orgenesis Parent 	7
  
	 	2.2
    	Representations
    and Warranties of Investor 	8
  
	 	 	 	 	 
	ARTICLE
    3 	REPRESENTATIONS
    AND WARRANTIES CONCERNING THE COMPANY AND ITS SUBSIDIARIES 	11
  
	 	 	 
	 	3.1
    	Organization,
      Qualification, and Power 	11
  
	 	3.2
    	Authorization
    of Transaction 	11
  
	 	3.3
    	Capitalization
    and Subsidiaries 	12
  
	 	3.4
    	Non-contravention
    	13
  
	 	3.5
    	Brokers’
    Fees 	13
  
	 	3.6
    	Assets
    	 	13
  
	 	3.7
    	Financial
    Statements; Interim Conduct 	14
  
	 	3.8
    	Undisclosed
    Liabilities 	16
  
	 	3.9
    	Legal
    Compliance 	17
  
	 	3.10
    	Tax
    Matters 	 	17
  
	 	3.11
    	Real
    Property 	19
  
	 	3.12
    	Intellectual
    Property 	20
  
	 	3.13
    	Contracts
    	 	22
  
	 	3.14
    	Insurance
    	 	24
  
	 	3.15
    	Litigation
    	 	24
  
	 	3.16
    	Employees
    	 	25
  
	 	3.17
    	Employee
    Benefits 	25
  
	 	3.18
    	Debt
    	 	26
  
	 	3.19
    	Environmental,
      Health, and Safety Matters 	26
  
	 	3.20
    	Business
    Continuity 	27
  
	 	3.21
    	Certain
    Business Relationships with the Company and its Subsidiaries 	28
  
	 	3.22
    	Customers
    and Vendors 	28
  
	 	3.23
    	Product
    Warranty 	29
  
	 	3.24
    	Product
    Liability 	29



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TABLE OF CONTENTS (continued) 

				 	Page
 
	 	 	 	 	 
	 	3.25
    	Information
    Privacy and Data Security 	30
  
	 	 	 	 	 
	ARTICLE
    4 	POST-CLOSING
    COVENANTS 	30
  
	 	 	 
	 	4.1
    	General
    	30
  
	 	4.2
    	Litigation
    Support 	30
  
	 	4.3
    	Transition
    	31
  
	 	4.4
    	Confidentiality
    	31
  
	 	4.5
    	Covenant
    Not to Compete 	31
  
	 	4.6
    	Covenant
    Not to Solicit 	31
  
	 	4.7
    	Enforcement
    	32
  
	 	4.8
    	Release
    	 	33
  
	 	4.9
    	Israel
    Sub and South Korea Sub 	33
  
	 	4.10
    	Stockholders’
    Agreement Terms 	33
  
	 	4.11
    	QMS
    License Agreement 	34
  
	 	 	 	 	 
	ARTICLE
    5 	CLOSING
    DELIVERIES 	34
  
	 	 	 
	 	5.1
    	Closing
    Deliveries of Orgenesis Parent 	34
  
	 	5.2
    	Closing
    Deliveries of Investor 	36
  
	 	 	 	 	 
	ARTICLE
    6 	REMEDIES
    FOR BREACHES OF THIS AGREEMENT 	36
  
	 	 	 
	 	6.1
    	Indemnification
    by Orgenesis Parent 	36
  
	 	6.2
    	Indemnification
    by Investor 	37
  
	 	6.3
    	Survival
    and Time Limitations 	37
  
	 	6.4
    	Limitations
    on Indemnification by Orgenesis Parent 	37
  
	 	6.5
    	Limitations
    on Indemnification by Investor 	38
  
	 	6.6
    	Third-Party
    Claims 	38
  
	 	6.7
    	Other
    Indemnification Matters 	39
  
	 	6.8
    	Indemnity
    Payments 	40
  
	 	 	 	 	 
	ARTICLE
    7 	TAX
    MATTERS 	40
  
	 	 	 
	 	7.1
    	Tax
    Indemnification 	40
  
	 	7.2
    	Responsibility
    for Filing Tax Returns for Periods through Closing Date 	41
  
	 	7.3
    	Straddle
    Periods 	41
  
	 	7.4
    	Cooperation
    on Tax Matters 	41
  
	 	7.5
    	Certain
    Taxes 	41
  
	 	 	 	 	 
	ARTICLE
    8 	DEFINITIONS
    	41
  
	 	 	 	 	 
	ARTICLE
    9 	MISCELLANEOUS
    	54
  
	 	 	 
	 	9.1
    	Press
    Releases and Public Announcements 	54
  
	 	9.2
    	No
    Third-Party Beneficiaries 	54
  
	 	9.3
    	Entire
    Agreement 	54
  
	 	9.4
    	Succession
    and Assignment 	54



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TABLE OF CONTENTS (continued) 

	 	 	  	 	Page
 
	 	  	  	 	  
	 	9.5
      	Counterparts
      	 	55
      
	 	9.6
      	Headings
      	 	55
      
	 	9.7
      	Notices
      	 	55
      
	 	9.8
      	Governing
      Law 	57
      
	 	9.9
      	Amendments
      and Waivers 	57
      
	 	9.10
      	Injunctive
      Relief 	57
      
	 	9.11
      	Severability
      	 	58
      
	 	9.12
      	Expenses
      	 	58
      
	 	9.13
      	Construction
      	 	58
      
	 	9.14
      	Incorporation
      of Exhibits and Disclosure Schedule 	58
      
	 	9.15
      	Schedules
      	 	58
      
	 	9.16
      	Waiver
      of Jury Trial 	58
      
	 	9.17
      	Exclusive
      Venue 	59
      
	 	9.18
      	Time
      to Bring Claims 	59
      


-iii- 





	EXHIBITS AND SCHEDULES 
	 
	Exhibit A 	— 	Advisory Services Agreements
  
	 	 	 
	Exhibit B 	— 	Amended and Restated
      Certificate of Incorporation 
	 	 	 
	Exhibit C 	— 	Employment Agreement 
	 	 	 
	Exhibit D 	— 	Stockholders’ Agreement 
	 	 	 
	Disclosure Schedule 	— 	Exceptions to Representations
      and Warranties 
	 	 	 
	Schedule 1.3 	— 	Certificate for Balance Sheet
      and Estimated Cash Payment and Related Components 
	 	 	 
	Schedule 1.4(a)(ii) 	— 	Debt Paid at Closing 
	 	 	 
	Schedule 1.8 	— 	Methodology of Calculation of
      Working Capital, Net Income, EBITDA and Net Revenue 
	 	 	 
	Schedule 5.1(b) 	— 	Consents Under Contracts and
      Permits 
	 	 	 
	Schedule 5.1(g) 	— 	Resignations at Closing 
	 	 	 
	Schedule 5.1(i) 	— 	Debt 
	 	 	 
	Schedule 5.1(m) 	— 	Related Party Agreements
      Terminated at Closing 
	 	 	 
	Schedule 8.1 	— 	Sample Calculation of Working
      Capital 
	 	 	 
	Schedule 9.1 	— 	Press Release



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STOCK PURCHASE AGREEMENT 

 This Stock Purchase Agreement (this
“Agreement”) is entered into on June 28, 2018 by and among GPP-II
Masthercell, LLC, a Delaware limited liability company (“Investor”),
Masthercell Global Inc., a Delaware corporation (the “Company”), and
Orgenesis Inc., a Nevada corporation (“Orgenesis Parent”). Investor, the
Company, and Orgenesis Parent are referred to collectively herein as the
“Parties” and individually as a “Party”. 

PRELIMINARY STATEMENTS 

 In connection with the purchase of the
Company Preferred Stock by Investor, and concurrently therewith, Orgenesis
Parent consummated a reorganization (the “Reorganization”) pursuant to
which Orgenesis Parent contributed, or caused to be contributed, to the Company
(i) 83.32% of the equity interests of MaSTherCell S.A., a company organized
under the laws of Belgium, (ii) all of the equity interests of Cell Therapy
Holding S.A., a company organized under the laws of Belgium, (iii) all of the
equity interests of Atvio Biotech Ltd., a company organized under the laws of
Israel (the “Israel Sub”) (which shall be owned by the Company within
four (4) Business Days after the date hereof), (iv) 94.12% of the equity
interests of CureCell Co., Ltd., a Korean stock corporation (the “South Korea
Sub”) (which shall be owned by the Company within four (4) Business Days
after the date hereof), and (v) all other assets related to or used in the
Business. 

 Immediately prior to the Closing,
Orgenesis Parent owns all of the outstanding equity interests of the Company.
Investor desires to make an equity investment in the Company on the date hereof
pursuant to which the Company will issue certain equity interests to Investor
and Orgenesis Parent desires to cause the Company to accept such investment and
issue such equity interests to Investor, upon the terms and subject to the
conditions set forth in this Agreement. Consequently, immediately after the
Closing, Orgenesis Parent and Investor will own all of the outstanding equity
interests of the Company. 

 The Parties shall treat the purchase
of the Company Preferred Stock and the Reorganization as part of the same plan
of reorganization pursuant to Section 351 of the Code. 

AGREEMENT

 Now, therefore, in consideration of
the premises and the mutual promises herein made, and in consideration of the
representations, warranties, covenants and other valuable consideration herein
contained, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows: 

ARTICLE 1 

PURCHASE AND SALE OF COMPANY PREFERRED STOCK 

 1.1     
 Basic Transaction. In accordance with the terms and upon the
conditions of this Agreement and concurrently with the Reorganization, at the
Closing the Company shall issue, and Investor shall purchase, 378,000 shares of
Series A Preferred Stock of the Company, par value $0.0001 per share (the
“Company Preferred Stock”) to Investor, free and clear of all Liens, such shares representing 37.8% of the share capital of the
Company on a fully diluted basis as of the Closing
Date.      




 1.2     
   Purchase Price. The purchase price for the Company Preferred Stock
(the “Purchase Price”) shall consist of:

 (a)       the Cash Payment, subject to
adjustment as provided in this Article 1; plus 

(b)       the Future
  Payments (if any), to the extent payable in accordance with Section
1.4(c). 


1.3       Estimated Cash Payment. Attached
hereto as Schedule 1.3 is a certificate signed by an officer of Orgenesis Parent
which (a) attaches a balance sheet of the Company and (b) sets forth Orgenesis
Parent’s best estimate of the Debt Amount, the Working Capital and Working
Capital Deficit, if any, and the Cash Shortfall, if any, in each case as of the
Closing Date and, based on such estimates, the Cash Payment (the “Estimated
Cash Payment”), and as of the date hereof Orgenesis Parent has delivered to
Investor all records and work papers as requested by Investor and reasonably
necessary to compute and verify the information set forth in such certificate,
all of which must be reasonably acceptable to Investor. 

 1.4     
 Payment and Delivery of Purchase Price. 


(a)       Closing Payments. At the Closing,
Investor shall: 


(i)       pay the Estimated Cash Payment to the
Company; and 


(ii)       pay the Debt Amount set forth on
Schedule 1.4(a)(ii) pursuant to the payoff letters delivered by Orgenesis Parent
to Investor pursuant to Section 5.1(i). 


(b)       Cash Payment Adjustment. Within
five (5) Business Days after the Cash Payment becomes final and binding in
accordance with Section 1.5, if ninety-five percent (95%) of the
Estimated Cash Payment exceeds the Final Cash Payment (the amount of such
excess, the “Cash Payment Shortfall”), then Orgenesis Parent shall pay an
amount equal to the Cash Payment Shortfall to the Company in cash. 


(c)       Future Payments. Within ten (10)
days after the Future Payments become final and binding in accordance with
Section 1.7, Investor shall pay such Future Payments, if any, to the
Company. 


(d)       Payments. All payments to the
Company pursuant to this Section 1.4 shall be made by wire transfer of
immediately available funds to an account designated by the Company in writing.



(e)       Withholding. The Parties and any
other applicable withholding agent of Investor will be entitled to deduct and
withhold from any amounts payable pursuant to or contemplated by this Agreement
any Taxes required to be deducted and withheld under the Code or any applicable
Law, and, to the extent that any amounts are so deducted or withheld, such amounts will be treated for all purposes of this Agreement as
having been paid to the Person in respect of which such deduction and
withholding was made. 

-2- 




 1.5     
   Cash Payment Determination. Within ninety (90) days after the
  Closing Date, the Company shall prepare and deliver to the Investor a statement
  setting forth the Company’s calculation of the Debt Amount, the Working Capital
  and Working Capital Deficit, if any, and the Cash Shortfall, if any, in each
  case as of the Closing Date and, based on such calculations, the Cash Payment
  (the “Closing Statement”). If the Investor has any objections to the
  Closing Statement prepared by the Company based on the contention that such
  Closing Statement was not prepared in accordance with the terms of the
  Agreement, then the Investor will deliver a detailed written statement (the
  “Objections Statement”) describing (a) which items on the Closing
  Statement have not been prepared in accordance with this Agreement, (b) the
  basis for the Investor’s disagreement with the calculation of such items and (c)
  the Investor’s proposed dollar amount for each item in dispute, to the Company
  within thirty (30) days after delivery of the Closing Statement. If the Investor
  fails to deliver an Objections Statement within such thirty (30) day period,
  then the Closing Statement shall become final and binding on all Parties. The
  Investor and the Company shall be deemed to have agreed with all amounts and
  items contained or reflected in the Closing Statement to the extent such amounts
  or items are not disputed in the Objections Statement. If the Investor delivers
  an Objections Statement within such thirty (30) day period, then the Investor
  and the Company will use commercially reasonable efforts to resolve any such
  disputes, but if a final resolution is not obtained within thirty (30) days
  after the Investor has submitted any Objections Statements, any remaining
  matters which are in dispute will be resolved by BDO USA, LLP (the
  “Accountants”). The Accountants will prepare and deliver a written report
  to the Investor and the Company and will submit a proposed resolution of such
  unresolved disputes promptly, but in any event within thirty (30) days after the
  dispute is submitted to the Accountants. The Accountants’ determination of such
  unresolved disputes shall be final and binding upon all Parties and not subject
  to review by a court or other tribunal; provided, however, that no
  such determination shall be any more favorable to the Company than is set forth
  in the Closing Statement or any more favorable to the Investor than is proposed
  in the Objections Statement. The costs, expenses and fees of the Accountants
  shall be borne by the Party whose calculation of the Cash Payment has the
  greatest difference from the Final Cash Payment as determined by the Accountants
  under this Section 1.5; otherwise, such costs, fees and expenses shall be borne
  equally by the Investor, on the one hand, and the Company, on the other hand.
  The final Closing Statement, however determined pursuant to this Section
    1.5, will produce the Working Capital Deficit, if any, the Cash Shortfall,
  if any, and the Debt Amount to be used to determine the final Cash Payment (the
“Final Cash Payment”). 

 1.6     
 Calculation of Future Payments. 


(a)       If, during any twelve month period
ending on or prior to December 31, 2018 (the “First Measurement Period”),
the Company and its Subsidiaries generate Net Revenue equal to or greater than
€14,100,000 and EBITDA equal to or greater than €1,800,000 (collectively, both
such Net Revenue and EBITDA targets are the “First Milestones”), and the
shareholders of Orgenesis Parent have approved the Stockholders’ Agreement Terms
prior to December 31, 2018 in accordance with Law and in a manner that will
ensure that Investor is able to exercise its rights under the Stockholders’
Agreement without any further action or approval by Investor, Orgenesis Parent,
the shareholders of Orgenesis Parent, or any other Person (collectively, “Proper Approval”, and the act of
providing such Proper Approval shall be referred to as “Properly
Approved”), then Investor shall make a payment to the Company equal to
$6,600,000 (subject to potential adjustment in accordance with Section
1.6(d), the “First Future Payment”) within ten (10) days from
the date such First Future Payment becomes final and binding in accordance with Section 1.7. For the avoidance of doubt, if (i) the Company and its
Subsidiaries fail to reach either of the First Milestones, or (ii) the
shareholders of Orgenesis Parent have not Properly Approved the Stockholders’
Agreement Terms prior to December 31, 2018, then the First Future Payment shall
be zero (0); provided, that if both of the First Milestones have been
reached but the shareholders of Orgenesis Parent have not Properly Approved the
Stockholders’ Agreement Terms prior to December 31, 2018, if at any time prior
to December 31, 2019 the shareholders of Orgenesis Parent do Properly Approve
the Stockholders’ Agreement Terms, then the First Future Payment shall become
payable at that time. For the sake of clarity, the terms “Proper Approval” and
“Properly Approved” shall not include any secondary or additional approval that
may be required after the Proper Approval has been obtained (and if such Proper
Approval has been obtained, any secondary or additional approval that may
subsequently be required shall not cause the Stockholders’ Agreement Terms to be
deemed not Properly Approved by the shareholders of Orgenesis) and the First
Future Payment and the Second Future Payment are not, and shall not, be
conditioned upon receiving any such secondary or additional approval of the
Stockholders’ Agreement Terms from the shareholders of Orgenesis Parent as may
be required by Law at a later date.

-3- 




Notwithstanding the foregoing, in the event that (a) the
  Company and its Subsidiaries fail to reach either or both of the EBITDA or Net
  Revenue First Milestones during the First Measurement Period (with such
  shortfalls being referred to as a “First Period EBITDA Shortfall” or a
  “First Period Net Revenue Shortfall”, as applicable), and (b) the Company
  and its Subsidiaries achieves both the EBITDA and the Net Revenue Second
  Milestones during the Second Measurement Period, and (c) to the extent there was
  a First Period EBITDA Shortfall the Company and its Subsidiaries generate EBITDA
  during the Second Measurement Period that exceeds the EBITDA Second Milestone by
  an amount that is equal to, or greater than, such First Period EBITDA Shortfall
  and (d) to the extent there was a First Period Net Revenue Shortfall the Company
  and its Subsidiaries generate Net Revenue during the Second Measurement Period
  that exceeds the Net Revenue Second Milestone by an amount that is equal to, or
  greater than, such Net Revenue Shortfall, then (if the shareholders of Orgenesis
  Parent have Properly Approved the Stockholders’ Agreement Terms prior to
  December 31, 2019) the First Future Payment shall become payable at that time.



(b)       If, during any twelve month period
ending on or prior to December 31, 2019 (the “Second Measurement
Period”), the Company and its Subsidiaries generate Net Revenue equal to or
greater than €19,100,000 and EBITDA equal to or greater than €3,900,000
(collectively, both such Net Revenue and EBITDA targets are the “Second
Milestones”), and the shareholders of Orgenesis Parent have Properly
Approved the Stockholders’ Agreement Terms, then Investor shall make a payment
to the Company equal to $6,600,000 (subject to potential adjustment in
accordance with Section 1.6(d), the “Second Future Payment”)
within ten (10) days from the date such Second Future Payment becomes final and
binding in accordance with Section 1.7. For the avoidance of doubt, if
(i) Net Revenue generated by the Company and its Subsidiaries during the Second
Measurement Period is less than €19,100,000, or (ii) EBITDA generated by the
Company and its Subsidiaries during the Second Measurement Period is less than €3,900,000, or (iii) the shareholders of Orgenesis Parent
have not Properly Approved the Stockholders’ Agreement Terms prior to the end of
the Second Measurement Period, then the Second Future Payment shall be zero (0). 

-4- 





  (c)       In the event Orgenesis Parent fails to
  obtain Proper Approval of the Stockholders’ Agreement Terms in accordance with
  Nevada law on or before December 31, 2019, the Parties agree that Orgenesis
  Parent shall not be entitled to the First Future Payment or the Second Future
Payment and such Future Payments shall be zero (0). 


(d)       The Investor may, in its sole discretion
and at any time, regardless of whether the conditions required for payment of
the First Future Payment and/or the Second Future Payment as set forth in
Sections 1.6(a) and 1.6(b) have been achieved, choose to pay all
or a portion of the First Future Payment or the Second Future Payment to the
Company; provided, that in the event the Investor does make such a
payment to the Company, the amount of any required unpaid Future Payments shall
be reduced by an amount equal to such payment (beginning first with reduction of
the Second Future Payment and after the Second Future Payment has been reduced
to zero (0), then reduction of the First Future Payment). For example, if the
Investor makes a payment to the Company pursuant to this Section 1.6(d)
in an amount equal to $1,000,000 and the conditions set forth in Section
1.6(b) are achieved such that the Second Future Payment becomes payable,
then the Second Future Payment that would be payable in such event would be
equal to $5,600,000. 


1.7       Determination of Future Payments.
Within one hundred twenty (120) days after the end of each of the First
Measurement Period and the Second Measurement Period, the Company shall prepare
and deliver to the Investor a report (each, a “Future Payment Report”)
containing the unaudited financial statements of the Company and its
Subsidiaries on a consolidated basis for the applicable Measurement Period and
setting forth the Company’s calculation of Net Revenue and EBITDA generated by
the Company and its Subsidiaries during such Measurement Period and the
resulting First Future Payment or Second Future Payment, as applicable. If the
Investor has any objections to the calculation of Net Revenue or EBITDA
generated by the Company and its Subsidiaries during the applicable Measurement
Period and the resulting First Future Payment or Second Future Payment prepared
by the Company, then the Investor will deliver a detailed written statement
(each, a “Future Payment Objections Statement”) describing its
objections to the Company within thirty (30) days after delivery of the
applicable Future Payment Report. If the Investor fails to deliver the
applicable Future Payment Objections Statement within such thirty (30) day
period, then the calculation of Net Revenue and EBITDA generated by the Company
and its Subsidiaries during the applicable Measurement Period and the resulting
applicable Future Payment set forth in the applicable Future Payment Report
shall become final and binding on all Parties. If the Investor delivers the
applicable Future Payment Objections Statement within such thirty (30) day
period, then the Investor and the Company will use commercially reasonable
efforts to resolve any such disputes, but if a final resolution is not obtained
within thirty (30) days after the Investor has submitted the applicable Future
Payment Objections Statement, any remaining matters which are in dispute will be
resolved by the Accountants. The Accountants will prepare and deliver a written
report to the Company and the Investor and will submit a resolution of such
unresolved disputes promptly, but in any event within thirty (30) days after the
dispute is submitted to the Accountants. The Accountants’ determination of such
unresolved disputes shall be final and binding upon all Parties; provided, however, that no such
determination shall be any more favorable to the Company than is set forth in
the applicable Future Payment Report or any more favorable to the Investor than
is proposed in the applicable Future Payment Objections Statement. The costs,
expenses and fees of the Accountants shall be borne by the Party whose
calculation of the First Future Payment or Second Future Payment, as applicable,
has the greatest difference from the final First Future Payment or Second Future
Payment, as applicable, as determined by the Accountants under this Section
1.7; otherwise, such costs, fees and expenses shall be borne equally by the
Investor, on the one hand, and the Company, on the other hand. Upon the First
Future Payment and the Second Future Payment, as applicable, becoming final and
binding in accordance with this Section 1.7, the Investor shall pay such
First Future Payment (if any) and such Second Future Payment (if any), as
applicable, to the Company in accordance with Section 1.4(c). 

-5- 





  1.8       Calculations. All calculations of
  Working Capital, Net Income, EBITDA and Net Revenue under this Agreement,
  whether estimates or otherwise, shall be determined in accordance with GAAP
  except as otherwise provided in the definitions of Working Capital, Net Income,
EBITDA and Net Revenue and as set forth on Schedule 1.8. 

 1.9     
 Closing. The closing of the transactions contemplated by this
Agreement (the “Closing”) shall take place simultaneously on the date the
Reorganization is complete, all deliverables set forth in Sections 5.1
and 5.2 are provided by the Parties, and payment of the Estimated Cash
Payment is made by the Investor to the Company pursuant to the terms of this
Agreement on the date of this Agreement (the “Closing Date”). The Parties
may execute this Agreement electronically by the mutual exchange of facsimile or
portable document format (.PDF) signatures on the Closing Date. All transactions
contemplated herein to occur on and as of the Closing Date shall be deemed to
have occurred simultaneously and to be effective as of 12:01 a.m. Chicago time
on such date. 


1.10       Israel Sub and South Korea Sub.
In the event that the Company does not own one hundred percent (100%) of the
equity interests of (a) the South Korea Sub and (b) the Israel Sub on or prior
to the one (1) year anniversary of the Closing Date, (i) Orgenesis Parent shall,
during the period that the Company owns equity interests of the South Korea Sub
and the Israel Sub, as applicable, pay to the Company in immediately available
funds an amount equal to any portion of any dividend or distribution paid by the
South Korea Sub or the Israel Sub that the Company does not receive due to the
Company not having ownership of one hundred percent (100%) of the equity
interests of the South Korea Sub and the Israel Sub, as applicable and (ii) upon
a Sale of the Company (as defined in the Stockholders’ Agreement) or any sale or
transfer of equity interests of the South Korea Sub or the Israel Sub, Investor
shall receive proceeds as a result of such transaction (the “Subsidiary
Proceeds”) in an amount equal to the product of (x) the value of the equity
interests of the South Korea Sub or the Israel Sub, as applicable, that are not
owned by the Company multiplied by (y) the percentage representing
Investor’s ownership of the total share capital of the Company on a fully
diluted basis as of the time of such transaction, and the amount of such
Subsidiary Proceeds shall be deducted from the proceeds that Orgenesis Parent is
entitled to receive as a result of such transaction. 

-6- 




ARTICLE 2 

REPRESENTATIONS AND WARRANTIES CONCERNING TRANSACTION



2.1       Representations and Warranties of
Orgenesis Parent. Orgenesis Parent, on behalf of itself only, represents and
warrants to Investor that the statements contained in this Section 2.1
are correct and complete as of the Closing Date, except as set forth in the
corresponding section of the Disclosure Schedule. The Parties hereby agree that
any items, references or disclosures made in the Disclosure Schedule shall be
subject to Section 9.15. 


(a)       Authorization of Transaction.
Orgenesis Parent is duly formed, validly existing and in good standing under the
Laws of the State of Nevada. Orgenesis Parent has full power, authority and
legal capacity to execute and deliver this Agreement and the Ancillary
Agreements to which Orgenesis Parent is a party and to perform Orgenesis
Parent’s obligations hereunder and thereunder and to complete the Reorganization
concurrently with the investment contemplated by this Agreement. The execution
and delivery by Orgenesis Parent of this Agreement and the Ancillary Agreements
to which Orgenesis Parent is a party and the completion of the Transactions have
been duly approved by all requisite action of Orgenesis Parent. Assuming the due
authorization, execution and delivery of this Agreement and the Ancillary
Agreements by the other parties thereto, this Agreement and each Ancillary
Agreement to which Orgenesis Parent is a party constitute the valid and legally
binding obligation of Orgenesis Parent, enforceable against Orgenesis Parent in
accordance with their terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
creditors generally and by the availability of equitable remedies. Except as set
forth on Section 2.1(a) of the Disclosure Schedule, Orgenesis Parent is
not required to give any notice to, make any filing with, or obtain any Consent
of any Governmental Body or any other Person in connection with the consummation
of the Transactions. 


(b)       Non-contravention. Except as set
forth in Section 2.1(b) of the Disclosure Schedule, the execution
and the delivery of this Agreement and the Ancillary Agreements to which
Orgenesis Parent is a party, and the consummation of the Transactions, will not
(i) violate or conflict with any Law or Order to which Orgenesis Parent is
subject, (ii) conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice or Consent under any
Contract to which Orgenesis Parent is a party or by which Orgenesis Parent or
any of its Subsidiaries is bound or to which any of Orgenesis Parent’s or assets
is subject, (iii) result in the imposition or creation of a Lien upon or with
respect to the Company Preferred Stock or any asset of Orgenesis Parent, or (iv)
violate any provision of the Organizational Documents of Orgenesis Parent. 


(c)       Brokers’ Fees. Orgenesis Parent
has no liability or obligation to pay any fees or commissions to any broker,
finder, or agent with respect to this Agreement or any Ancillary Agreement or
the Transactions. 


(d)       Company Securities. At the
Closing, the Company will issue the Company Preferred Stock to Investor, free
and clear of any Liens. Neither Orgenesis Parent nor the Company is a party to,
and the Company Securities are not subject to, any option, warrant, purchase right or other Contract or commitment that could
require the Company or Orgenesis Parent to sell, transfer, or otherwise dispose
of any Company Securities or any other equity interests of the Company (other
than this Agreement). Other than as set forth in the Stockholders’ Agreement,
neither Orgenesis Parent nor the Company is a party to any voting trust, proxy
or other Contract with respect to the voting of any Company Securities or any
other equity interests of the Company. 

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  (e)       Litigation. Orgenesis Parent is
  not engaged in or a party to or, to the Knowledge of Orgenesis Parent,
  threatened with any complaint, charge, Proceeding, Order or other process or
  procedure for settling disputes or disagreements with respect to the Company or
  any of its Subsidiaries or the Transactions, and Orgenesis Parent has not
  received written or, to the Knowledge of Orgenesis Parent, oral notice of a
  claim or dispute that is reasonably likely to result in any such complaint,
  charge, Proceeding, Order or other process or procedure for settling disputes or
  disagreements with respect to the Company or any of its Subsidiaries or the
Transactions. 


(f)       Reorganization. Orgenesis Parent
has full power, authority and legal capacity to execute the documents and
consummate the transactions necessary to effectuate the Reorganization. The
execution of the documents and consummation of the transactions necessary to
effectuate the Reorganization have been duly approved by all requisite action of
Orgenesis Parent. All assets (tangible and intangible), properties and rights
owned or developed, in whole or in part, by Orgenesis Parent in connection with
the operation of the Business or owned or licensed by Orgenesis Parent and used
in the operation of the Business any time during the twelve (12) months prior to
Closing, have been properly transferred, at Closing and concurrently with the
investment contemplated by this Agreement, free and clear of all Liens to the
Company and its Subsidiaries as a result of the Reorganization. 


(g)       Subsidiaries. Orgenesis Parent
represents that each of its applicable Subsidiaries has taken the necessary
actions (including the execution and delivery of all necessary documents and
agreements), and received the necessary approvals, required to consummate the
Transactions (including the Reorganization) and that such actions and the
consummation of the Transactions will not (i) violate or conflict with any Law
or Order to which any of the Subsidiaries of Orgenesis Parent is subject, (ii)
conflict with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice or Consent under any Contract to which any such
Subsidiary is a party or by which any such Subsidiary is bound or to which any
of their assets is subject, (iii) result in the imposition or creation of a Lien
upon or with respect to any asset of any such Subsidiary, or (iv) violate any
provision of the Organizational Documents of any such Subsidiary. All assets
(tangible and intangible), properties and rights owned, licensed or developed,
in whole or in part, by any of the Subsidiaries of Orgenesis Parent that are
required to operate the Business or used in the operation of the Business any
time during the twelve (12) months prior to Closing, have been properly
transferred free and clear of all Liens to the Company or one of its
Subsidiaries as a result of the Reorganization. 


2.2       Representations and Warranties of
Investor. Investor represents and warrants to the Company and Orgenesis
Parent that the statements contained in this Section 2.2 are correct and
complete as of the Closing Date. 

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(a)       Organization of Investor.
Investor is a limited liability company duly formed, validly existing and in
good standing under the Laws of the State of Delaware. 


(b)       Authorization of Transaction.
Investor has full power and authority to execute and deliver this Agreement and
the Ancillary Agreements to which Investor is a party and to perform Investor’s
obligations hereunder and thereunder. The execution and delivery by Investor of
this Agreement and the Ancillary Agreements to which Investor is a party and the
performance by Investor of the Transactions have been duly approved by all
requisite entity level action of Investor. Assuming the due authorization,
execution and delivery of this Agreement and the Ancillary Agreements by the
other parties thereto, this Agreement and each Ancillary Agreement to which
Investor is a party constitute the valid and legally binding obligation of
Investor, enforceable against Investor in accordance with their terms, except as
such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting creditors generally and by the
availability of equitable remedies. Investor is not required to give any notice
to, make any filing with, or obtain any Consent of any Governmental Body or any
other Person in order to consummate the Transactions. 


(c)       Non-contravention. Neither the
execution and the delivery of this Agreement nor the Ancillary Agreements to
which Investor is a party, nor the consummation of the Transactions, will (i)
violate or conflict with any Law or Order to which Investor is subject, (ii)
violate any provision of the Organizational Documents of Investor or (iii)
conflict with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice or Consent under any Contract to which Investor
is a party or by which it is bound or to which any of its assets is subject.



(d)       Brokers’ Fees. Investor does not
have any liability or obligation to pay any fees or commissions to any broker,
finder or agent with respect to the Transactions for which Orgenesis Parent or
the Company could become liable or obligated. 


(e)       Investment. Investor is not
acquiring the Company Preferred Stock with a view to or for sale in connection
with any distribution thereof within the meaning of the Securities Act. 


(f)       Accredited Investor Status;
Investment Experience. Investor is an “accredited investor” as that term is
defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The
Investor has such knowledge and experience in financial and business matters
such that the Investor is capable of evaluating the merits and risks of an
investment in the Company Preferred Stock, or has consulted with advisors who
possess such knowledge and experience. The Investor is able to bear the economic
risk and a complete loss of its investment in the Company for an indefinite
period of time. 


(g)       Reliance on Exemptions. Investor
understands that the Company Preferred Stock and any other capital stock into
which such Company Preferred Stock is convertible (collectively, the
“Securities”) are being offered and sold to it in reliance on specific
exemptions from the registration requirements of United States federal and state
securities laws and that the Company and Orgenesis Parent are relying in part
upon the truth and accuracy of, and Investor’s compliance with, the representations,
warranties, agreements, acknowledgments and understandings of Investor set forth
herein in order to determine the availability of such exemptions and the
eligibility of such Investor to acquire the Securities. 

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 (h)     
   Information. Investor acknowledges that it has received all of the
  information it considers necessary or appropriate for deciding whether to
  acquire the Securities. Investor and its advisors, if any, have been afforded
the opportunity to ask questions of the Company. 


(i)       No Government Review. Investor
understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation or
endorsement of the Securities or the fairness or suitability of the investment
in the Securities nor have such authorities passed upon or endorsed the merits
of the offering of the Securities. 


(j)       Transfer or Resale. Investor
understands that: (i) the Securities have not been and may not being registered
under the Securities Act or any state securities laws, and may not be offered
for sale, sold, assigned or transferred unless (A) subsequently registered
thereunder, (B) Investor shall have delivered to the Company (if requested by
the Company) an opinion of counsel, in a form reasonably acceptable to the
Company, to the effect that such Securities to be sold, assigned or transferred
may be sold, assigned or transferred pursuant to an exemption from such
registration, or (C) Investor provides the Company with reasonable assurance
that such Securities can be sold, assigned or transferred pursuant to Rule 144
or Rule 144A promulgated under the Securities Act (or a successor rule thereto)
(collectively, “Rule 144”); (ii) any sale of the Securities made
in reliance on Rule 144 may be made only in accordance with the terms of Rule
144, and further, if Rule 144 is not applicable, any resale of the Securities
under circumstances in which the seller (or the Person through whom the sale is
made) may be deemed to be an underwriter (as that term is defined in the
Securities Act) may require compliance with some other exemption under the
Securities Act or the rules and regulations of the U.S. Securities and Exchange
Commission promulgated thereunder; and (iii) except as set forth in the
Stockholders’ Agreement, neither the Company nor any other Person is under any
obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption
thereunder unless otherwise agreed to by the Company and Investor. 


(k)       Investor (i) shall treat the purchase of
the Company Preferred Stock and the Reorganization as part of a plan of
reorganization pursuant to Section 351 of the Code (the “Tax Treatment”);
and (ii) will, and will cause its Affiliates to, prepare and file all applicable
Tax Returns required to be filed by Investor or its Affiliates with any
Governmental Authority in any manner consistent with the Tax Treatment and to
take no position inconsistent with the Tax Treatment in any applicable Tax
Return or in any proceeding before any Governmental Authority, unless otherwise
required by applicable Law. 

 (l)     
 There is no Contract of Investor to (i) dispose of the Company Preferred
Stock issued pursuant to this Agreement, (ii) require the Company to redeem any
of the Company Preferred Stock held by Investor (other than pursuant to the
redemption rights set forth in the Stockholders’ Agreement and the Company’s
Certificate of Incorporation), or (iii) require the Company to issue to Investor any stock of the Company for
services rendered to, or for the benefit of, the Company in connection with the
proposed transaction. 

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Nothing contained in this Section 2.2, nor any breach by
  Investor of any of its representations contained in this Section 2.2,
  shall limit, modify, amend or affect in any way Investor’s right (i) to rely on
  the representations and warranties contained in this Agreement or (ii) to
  receive indemnification from Orgenesis Parent in connection with any breach of
  any representations and warranties contained in this Agreement. For the sake of
  clarity, nothing in this paragraph shall derogate from, or limit, any of the
  restrictions, exclusions or limitations to Investor’s right to receive
  indemnification from Orgenesis Parent set forth in Section 4.10, Article
6 and Section 9.15. 

ARTICLE 3 

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND ITS
SUBSIDIARIES 

 The Company represents and warrants to
Investor that the statements contained in this Article 3 are correct and
complete as of the Closing Date, except as set forth in the corresponding
section of the Disclosure Schedule. 

 3.1     
 Organization, Qualification, and Power. Section 3.1(a) of the
Disclosure Schedule sets forth the jurisdiction of incorporation or
formation of the Company and each of its Subsidiaries and each state or other
jurisdiction in which the Company and each of its Subsidiaries is licensed or
qualified to do business. The Company and each of its Subsidiaries are duly
organized, validly existing and in good standing under the Laws of their
respective jurisdictions of incorporation or formation. The Company and each of
its Subsidiaries are duly authorized to conduct their business and are in good
standing under the Laws of each jurisdiction where such qualification is
required. The Company and each of its Subsidiaries have full power and authority
and all Permits necessary to carry on the businesses in which they are engaged
and to own, lease and use the properties owned, leased and used by them.
Section 3.1(b) of the Disclosure Schedule lists the board of
directors, managers, management board and officers, as the case may be, of the
Company and each of its Subsidiaries. The Company has delivered to Investor
correct and complete copies of the Organizational Documents, the minute book and
equity interest record books for the Company and each of its Subsidiaries, each
of which is correct and complete. Neither the Company nor any of its
Subsidiaries is in default under or in violation of any provision of their
Organizational Documents. 

 3.2      
Authorization of Transaction. The Company and each of its Subsidiaries
has full power, authority and legal capacity to execute and deliver the
Agreement and the Ancillary Agreements to which it is a party and to perform its
obligations hereunder and thereunder and to complete the Reorganization. The
execution and delivery by the Company and its Subsidiaries of the Agreement and
the Ancillary Agreements to which it is a party and the performance by the
Company and its Subsidiaries of the Transactions have been duly approved by all
requisite entity level action of the Company and its Subsidiaries. Assuming the
due authorization, execution and delivery of this Agreement and the Ancillary
Agreements by the other parties thereto, this Agreement and each Ancillary
Agreement to which the Company and its Subsidiaries are a party constitute the valid and legally binding obligation of the
Company and such Subsidiaries (as the case may be), enforceable against the
Company and such Subsidiaries (as the case may be) in accordance with their
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors generally and by
the availability of equitable remedies. Except as set forth on Section 3.2 of
the Disclosure Schedule, neither the Company nor any of its Subsidiaries is
required to give any notice to, make any filing with, or obtain any Consent of
any Governmental Body or any other Person in connection with the consummation of
the Transactions. 

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  3.3       Capitalization and Subsidiaries.



(a)       622,000 shares of Common Stock of the
Company, par value $0.0001 per share (the “Company Common Stock”) are
owned beneficially and of record by Orgenesis Parent and Orgenesis Parent has
good and indefeasible title to all of the Company Common Stock free and clear of
all Liens. Upon the Closing, (i) the Company Preferred Stock shall be owned
beneficially and of record by Investor, (ii) the Company Common Stock and the
Company Preferred Stock (collectively, the “Company Securities”) shall
represent one hundred percent (100%) of the outstanding equity or other
ownership interests in the Company, and (iii) all of the Company Securities
shall have been duly authorized, validly issued, fully paid, and shall be
non-assessable and shall have been issued without violation of any preemptive
right or other right to purchase. There are no outstanding securities
convertible or exchangeable into equity or other ownership interests of the
Company, and other than as set forth in the Stockholders’ Agreement, there are
no options, warrants, purchase rights, subscription rights, conversion rights,
exchange rights, calls, puts, rights of first refusal or other Contracts that
could require the Company to issue, sell or otherwise cause to become
outstanding or to acquire, repurchase or redeem equity or other ownership
interests in the Company. There are no outstanding or authorized equity
appreciation, phantom equity, profit participation or similar rights with
respect to the Company. Other than as set forth in the Stockholders’ Agreement,
there are no voting trusts, proxies or other Contracts with respect to the
voting of the equity or other ownership interests of the Company. Upon the
Closing, the Company Preferred Stock will be delivered to Investor free and
clear of all Liens, and Investor will have good and marketable title to the
Company Preferred Stock. 


(b)       All of the Subsidiaries, direct and
indirect, of the Company are listed in Section 3.3(b)(i) of the Disclosure
Schedule. Section 3.3(b)(i) of the Disclosure Schedule lists the
entire authorized stock, equity or other ownership interests of each such
Subsidiary and the record and beneficial owner of such stock, equity or other
ownership interests, all of which have been duly authorized, are validly issued,
fully paid and non-assessable and have been issued without violation of any
preemptive right or other right to purchase. The Company owns, directly or
indirectly, all of the stock, equity or other ownership interests of the
Subsidiaries listed in Section 3.3(b)(i) of the Disclosure Schedule, free
and clear of all Liens except as set forth in Schedule 3.3(b)(i) of the
Disclosure Schedule. There are no outstanding securities convertible or
exchangeable into stock, equity or other ownership interests of any such
Subsidiary, and there are no options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, calls, puts, rights of first refusal
or other Contracts that could require any such Subsidiary to issue, sell or
otherwise cause to become outstanding or to acquire, repurchase or redeem stock,
equity or other ownership interests in any such Subsidiary. There are no outstanding or authorized equity appreciation, phantom
appreciation, profit participation or similar rights with respect to any
Subsidiary required to be listed on Section 3.3(b)(i) of the Disclosure Schedule. There are no voting trusts, proxies or other
Contracts with respect to the voting of the stock, equity or other ownership
interests of any such Subsidiary. 

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  (c)       Notwithstanding anything contained in
  this Agreement or in any section of the Disclosure Schedule, within four (4)
  Business Days after the date hereof, (i) the Company owns beneficially and of
  record free and clear of all Liens (A) 83.32% of the equity interests of
  MaSTherCell S.A., a company organized under the laws of Belgium, (B) all of the
  equity interests of Cell Therapy Holding S.A., a company organized under the
  laws of Belgium, (C) all of the equity interests of Israel Sub and (D) all of
  the equity interests of South Korea Sub other than the shares of South Korea Sub
  referenced in Section 3.3(b)(i) of the Disclosure Schedule, (ii) the
  Company has the full and unrestricted right to acquire all of the shares of
  South Korea Sub referenced in Section 3.3(b)(i) of the Disclosure
    Schedule promptly after the Closing Date and any amounts payable to or
  obligations owed to the holder of such shares in connection with the acquisition
  of such shares shall be the sole responsibility of Orgenesis Parent, (iii) there
  are no outstanding securities convertible or exchangeable into stock, equity or
  other ownership interests of any of the Company’s Subsidiaries, and there are no
  options, warrants, purchase rights, subscription rights, conversion rights,
  exchange rights, calls, puts, rights of first refusal or other Contracts that
  could require any such Subsidiary to issue, sell or otherwise cause to become
  outstanding or to acquire, repurchase or redeem stock, equity or other ownership
  interests in any such Subsidiary, (iv) there are no amounts payable by the
  Company or any of its Subsidiaries to any former equityholder of any Subsidiary
  of the Company in connection with (A) the acquisition of equity interests from
  such former equityholder or (B) the Reorganization, and (v) any amounts payable
  to any former equityholder of any Subsidiary of the Company in connection with
  (A) the acquisition of equity interests from such former equityholder or (B) the
Reorganization are obligations of Orgenesis Parent. 

 3.4     
 Non-contravention. Neither the execution and the delivery of this
Agreement and the Ancillary Agreements to which the Company or any of its
Subsidiaries is a party, nor the consummation of the Transactions, will (i)
violate or conflict with any Law or Order to which the Company or any of its
Subsidiaries is subject, (ii) violate or conflict with any provision of the
Organizational Documents of the Company or any of its Subsidiaries, or (iii)
conflict with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice, Consent or payment under any Contract or
Permit to which the Company or any of its Subsidiaries is a party or by which it
is bound or to which any of its assets is subject (or result in the imposition
or creation of any Lien upon or with respect to any of its assets).

 3.5     
 Brokers’ Fees. Except as set forth on Section 3.5 of the
Disclosure Schedule, neither the Company nor any of its Subsidiaries has any
liability or obligation to pay any fees or commissions to any broker, finder, or
agent with respect to the Transactions. 


3.6       Assets. 


(a)       The Company and its Subsidiaries have
good and marketable title to, or a valid leasehold interest or license in, all
of the assets (tangible and intangible), properties and rights used in the operation of the Business or developed for
use, in whole or in part, in connection with the Business, free and clear of all
Liens, except for Permitted Liens. The assets, properties and rights owned by
the Company and its Subsidiaries are all the assets, properties and rights
necessary to operate the Businesses, consistent with past practice. 

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  (b)       The buildings, machinery, equipment and
  other tangible assets that the Company and its Subsidiaries own and lease are
  free from material defects (patent and latent), have been maintained in all
  material respects in accordance with normal industry practice, are in good
  operating condition and repair (subject to normal wear and tear) and are
  suitable for the purposes for which they are presently used. None of the
  personal or moveable property owned or leased by the Company or any of its
  Subsidiaries is located at any facility other than the Leased Real Property.



3.7       Financial Statements; Interim
Conduct. 


(a)       Attached to Section 3.7(a)(i) of the
Disclosure Schedule are correct and complete copies of the following
financial statements of the Company and its Subsidiaries (collectively, the
“Financial Statements”): (i) unaudited consolidated balance sheets,
statements of income, equityholders’ equity and cash flows as of and for the
fiscal years ended November 31, 2015 and November 31, 2016 (the “Most Recent
Fiscal Year End”) after giving pro forma effect to the Reorganization; (ii)
unaudited consolidated balance sheets, statements of income, equityholders’
equity and cash flows (the “Most Recent Financial Statements”) as of and
for the fiscal year ended November 30, 2017 and as of and for the three (3)
month period ended February 28, 2018 (the “Most Recent Fiscal Month End”)
after giving pro forma effect to the Reorganization, and (iii) unaudited balance
sheets, statements of income, equityholders’ equity and cash flows as of and for
the year to date period ended April 30, 2018 for MaSTherCell S.A. only. The
Financial Statements are correct and complete and consistent with the books and
records of the Company and its Subsidiaries (which are in turn correct and
complete), have been prepared in accordance with GAAP consistently applied, do
not reflect any revenue or assets other than those used in the Business, and
present fairly in all material respects the financial condition, results of
operation, changes in equity and cash flow of the Company and its Subsidiaries
as of and for their respective dates and for the periods then ending after
giving effect to the Reorganization on a pro forma basis; provided,
however, that the Most Recent Financial Statements are subject to normal,
recurring year-end adjustments and lack notes (none of which will be material
individually or in the aggregate). Section 3.7(a)(ii) of the Disclosure
Schedule sets forth (x) a schedule setting forth all pro forma adjustments
made to the Financial Statements in order to give pro forma effect to the
Reorganization and (y) a reasonably detailed description of all adjustments that
were made to Orgenesis Parent’s internal financial statements when preparing the
Financial Statements (including the amount of each such adjustment and the
methodology utilized in its determination). All adjustments set forth on
Section 3.7(a)(ii) of the Disclosure Schedule are reasonable and
were prepared in good faith by Orgenesis Parent. The Financial Statements do not
reflect or include any revenues other than revenue generated from the operation
of the Business and do not reflect or include any assets other than assets
owned, at the time of Closing, by the Company or its Subsidiaries and used in
the Business. Section 3.7(a)(iii) of the Disclosure Schedule sets
forth the budget for the Company and its Subsidiaries for the three (3) month
period ended May 31, 2018 and the operations and performance of the Company and its Subsidiaries during such period has been
materially consistent with such budget. 

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  (b)       Since the Most Recent Fiscal Year End,
  the Business has been conducted in the Ordinary Course of Business, and there
  has not been any Material Adverse Effect and no event has occurred which could
  reasonably be expected to result in a Material Adverse Effect. Except as set
  forth on Section 3.7(b) of the Disclosure Schedule, since the Most Recent
  Fiscal Year End neither the Company, nor any of its Subsidiaries, nor the
Business has: 


(i)       sold, leased, transferred or assigned
any assets or property (tangible or intangible) with a value in excess of
$25,000 (or $100,000 in the aggregate), other than sales of inventory in the
Ordinary Course of Business; 


(ii)       experienced any damage, destruction or
loss (whether or not covered by insurance) to its assets or property (tangible
or intangible) in excess of $25,000 (or $100,000 in the aggregate); 


(iii)       accelerated, terminated, cancelled or
allowed to expire any Contract, which, if in existence on the date hereof, would
be required to be listed on Section 3.13 of the Disclosure Schedule or
received notice from any Person regarding the acceleration, termination,
modification or cancellation of a Contract required to be listed on Section
3.13 of the Disclosure Schedule; 


(iv)      issued, created, incurred, assumed or
guaranteed any Debt; 


(v)       forgave, cancelled, compromised, waived
or released any Debt owed to it or any right or claim except for resolving its
accounts receivable in the Ordinary Course of Business; 


(vi)       issued, sold or otherwise disposed of
any of its equity or other ownership interests, or granted any options, warrants
or other rights to acquire (including upon conversion, exchange or exercise) any
of its equity or other ownership interests or declared, set aside, made or paid
any dividend or distribution with respect to its equity or other ownership
interests or redeemed, purchased or otherwise acquired any equity or other
ownership interest or amended or made any change to any of its Organizational
Documents or made any other payment to its members or equityholders (or any
Affiliates of such members or equityholders); 


(vii)       granted any increase in salary, wages
or bonus or otherwise increased the compensation or benefits payable or provided
to any director, manager, officer, employee, consultant, advisor or agent;

(viii)      
engaged in any promotional, sales or discount or other activity that has or
could reasonably be expected to have the effect of accelerating sales or
receivables prior to the Closing that would otherwise be expected to occur
subsequent to the Closing; 


(ix)       made any commitment outside of the
Ordinary Course of Business or in excess of $25,000 in the aggregate for capital
expenditures to be paid after the Closing or failed to incur capital expenditures in accordance
with its capital expense budget; 

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  (x)        incurred any material liability or
obligation; 


(xi)       instituted any material change in the
conduct of their business or any material change in its accounting practices or
methods, cash management practices or method of purchase, sale, lease,
management, marketing, or operation; 


(xii)       taken or omitted to take any action
which could be reasonably anticipated to have a Material Adverse Effect; 


(xiii)       made, changed or rescinded any Tax
election, settled or compromised any Tax liability, amended any Tax Return or
took any position on any Tax Return, took any action, omitted to take any action
or entered into any other transaction that would have the effect of materially
increasing the Tax liability or materially reducing any Tax assets of the
Company in respect of any taxable period ending after the Closing Date;

                (xiv)     
collected its accounts receivable or paid any accrued liabilities or accounts
payable or prepaid any expenses or other items, in each case other than in the
Ordinary Course of Business; 


(xv)       entered into any transaction with any
Affiliate; and


(xvi)       agreed or committed to any of the
foregoing. 


(c)       All notes and accounts receivable
reflected on the Most Recent Financial Statements, and all accounts receivable
of the Company and its Subsidiaries and the Business generated since the Most
Recent Fiscal Month End (the “Receivables”), constitute bona fide
receivables resulting from the sale of inventory, services or other obligations
in favor of the Company and its Subsidiaries as to which full performance has
been fully rendered, and are valid and enforceable claims. The Receivables are
not subject to any pending, or to the Company’s Knowledge threatened, defense,
counterclaim, right of offset, returns, allowances or credits, except to the
extent reserved in the final calculation of Working Capital.


(d)       Except as otherwise set forth in
Section 3.7(d) of the Disclosure Schedule, all accounts payable of the
Company and its Subsidiaries have either been paid when due, are not yet due and
payable in the Ordinary Course of Business, or are being contested by the
Company and its Subsidiaries in good faith.      


(e)       The inventory of the Company and its
Subsidiaries includes only items sold by the Company and its Subsidiaries in the
Ordinary Course of Business. The inventory disposed of subsequent to the date of
the Most Recent Fiscal Year End has been disposed of only in the Ordinary Course
of Business. 

 3.8        Undisclosed Liabilities.
The Company and its Subsidiaries do not have any, and to the Company’s Knowledge
there is no basis for any, liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent,
whether accrued or unaccrued, whether liquidated or unliquidated, and whether
due or to become due), except for liabilities that (a) are accrued or reserved
against in the Most Recent Financial Statements, (b) were incurred subsequent to
the Most Recent Fiscal Month End in the Ordinary Course of Business, (c) result
from the obligations of the Company under this Agreement or the Ancillary
Agreements, or (d) liabilities and obligations pursuant to any Contract listed
on Section 3.13 of the Disclosure Schedule or not required by the
terms of Section 3.13 to be listed on Section 3.13 of the Disclosure Schedule, in either case which arose in the Ordinary Course of
Business and did not result from any default, tort, breach of contract or breach
of warranty. 

-16- 





3.9       Legal Compliance. 


(a)       The Business and the Company and its
Subsidiaries (and with respect to the South Korean Sub, to the Company’s
Knowledge), and their respective predecessors and Affiliates, have complied and
are currently in compliance with all applicable Laws and Orders in all material
respects as such relate to the Business, and no Proceeding has been filed or
commenced or, to the Knowledge of the Company, threatened alleging any failure
so to comply. Except as otherwise set forth in Section 3.9 of the Disclosure
Schedule, since January 1, 2014, Orgenesis Parent, the Company and their
Subsidiaries have not received any notice or communication alleging any
non-compliance of the foregoing. 


(b)       Section 3.9(b) of the Disclosure
Schedule sets forth a correct and complete list of all Permits held by the
Company and its Subsidiaries. Such Permits (i) constitute all material Permits
necessary for the operation of the Business and (ii) are in full force and
effect. No Proceeding is pending or, to the Knowledge of the Company, threatened
to revoke or limit any Permit. 


(c)       Neither the Business, nor the Company,
nor any of its Subsidiaries, nor any of their officers, managers, equityholders,
directors, agents, employees or any other Persons acting on their behalf has (i)
violated the U.S. Foreign Corrupt Practices Act or any other applicable
anti-bribery or anti-corruption Law, (ii) authorized or made any illegal payment
or provided any unlawful compensation or gifts to any officer, employee or agent
of any Governmental Body, or any employee, customer or supplier of the Business
or the Company or any of its Subsidiaries, or (iii) accepted or received any
unlawful contributions, payments, expenditures or gifts; and no Proceeding has
been filed or commenced alleging any such contributions, payments, expenditures
or gifts. 


3.10       Tax Matters. 


(a)       The Business and the Company and its
Subsidiaries have filed with the appropriate taxing authorities all income and
other material Tax Returns that they were required to file. All such Tax Returns
are correct and complete in all material respects. All Taxes due and owing by
the Business and the Company and its Subsidiaries (whether or not shown on any
Tax Return) have been paid. The Company and its Subsidiaries are not currently
the beneficiary of any extension of time within which to file any Tax Return or
pay any Tax. There are no Liens for Taxes (other than Taxes not yet due and
payable) upon the Business or the Company Securities or any of the assets of the
Company or any of its Subsidiaries. 

-17- 





(b)       The accrual for Taxes on the Most Recent
Balance Sheet, as adjusted for the passage of time through the Closing Date in
accordance with past practice, would be adequate to pay all unpaid Taxes of the
Company and its Subsidiaries through the Closing Date. 


(c)       No material deficiency or proposed
adjustment for any amount of Tax has been proposed, asserted or assessed by any
taxing authority against the Business or the Company and its Subsidiaries that
has not been paid, settled or otherwise resolved. There is no Proceeding or
audit now pending, proposed or, to the Knowledge of the Company, threatened
against the Company or any of its Subsidiaries or concerning the Company or any
of its Subsidiaries with respect to any Taxes. The Business, the Company and its
Subsidiaries have not been notified by any taxing authority that any issues have
been raised with respect to any Tax Return. There has not been, within the past
five (5) calendar years, an examination or written notice of potential
examination of the Tax Returns filed with respect to the Business or the Company
or any of its Subsidiaries by any taxing authority. 


(d)      All income and other material Taxes that are
required to be withheld or collected by the Business, the Company and its
Subsidiaries, including, but not limited to, Taxes arising as a result of
payments (or amounts allocable) to foreign persons or to employees, agents,
contractors or equityholders of the Company or any of its Subsidiaries, have
been duly withheld and collected and, to the extent required, have been properly
paid or deposited as required by applicable Laws. 


(e)       No claim has ever been made by any
taxing authority in a jurisdiction where the Business, the Company or any of its
Subsidiaries do not file Tax Returns that they are or may be subject to taxation
by that jurisdiction. 


(f)       Neither the Company nor any of its
Subsidiaries is a “United States real property holding corporation” within the
meaning of Section 897(c)(2) of the Code. 


(g)       The Business has not waived any statute
of limitations in respect of Taxes or agreed to any extension of time with
respect to the payment of any Tax or any Tax assessment or deficiency. 


(h)       Neither the Company nor any of its
Subsidiaries is a party to any “reportable transaction,” as defined in Treasury
Regulation Section 1.6011 -4(b), and none of the Business, the Company or any of
its Subsidiaries has been a party to such a transaction nor has claimed any Tax
benefit from any such transaction in any taxable year which remains open to or
for assessment. 


(i)       None of the Business, the Company or any
of its Subsidiaries (i) has been a member of an affiliated group filing a
consolidated federal income Tax Return (other than a group the common parent of
which was the Company or Orgenesis Parent) or (ii) has any liability for the
Taxes of any Person (other than any of the Company or its Subsidiaries) under
Treasury Regulation Section 1.1502 -6 (or any similar provision of state, local
or foreign Law), as a transferee or successor, by Contract, or otherwise. 


(j)       None of the Business, the Company or any
of its Subsidiaries has engaged in a trade or business, had a permanent
establishment (within the meaning of an applicable Tax treaty or convention between the United States and such foreign
country), or otherwise been subject to taxation in any country other than the
country of its formation. 

-18- 





  (k)       None of the Business, the Company or any
  of its Subsidiaries is or has been a party to a transaction or Contract that is
  in conflict with the Tax Laws related to transfer pricing in any relevant
  jurisdiction. All applicable transfer pricing Laws have been complied with by
  the Business, the Company and its Subsidiaries, and all documentation required
  by all relevant transfer pricing Laws have been timely prepared and, if
necessary, retained. 


(l)       Section 3.10(l) of the Disclosure
Schedule lists the United States federal tax classification of each
Subsidiary of the Company. 


3.11       Real Property. 


(a)       The Business and the Company and its
Subsidiaries do not own, and have never owned, any real property. 


(b)       Section 3.11(b) of the Disclosure
Schedule sets forth the address of each parcel of Leased Real Property, and
a true and complete list of all Leases for each parcel of Leased Real Property.



(c)       Subject to the respective terms and
conditions in the Leases, the Company or one of its Subsidiaries is the sole
legal and equitable owner of the leasehold interest in the Leased Real Property
and possesses good and marketable, indefeasible title thereto, free and clear of
all Liens (other than Permitted Liens). 


(d)       With respect to each parcel of Leased
Real Property: (i) there are no pending or, to the Knowledge of the Company,
threatened condemnation Proceedings, suits or administrative actions relating to
any such parcel or other matters affecting adversely the current use, occupancy
or value thereof; (ii) the ownership and operation of the Leased Real Property
in the manner in which it is now owned and operated comply with all zoning,
building, use, safety or other similar Laws in all material respects; (iii) all
Improvements on any such parcel are in good operating condition, ordinary wear
and tear excepted, are supplied with utilities and other services necessary for
the operation of the Business as currently conducted at such facilities and safe
for their current occupancy and use; (iv) neither the Company, nor any of its
Subsidiaries nor Orgenesis Parent has received any notice of any special Tax,
levy or assessment for benefits or betterments that affect any parcel of Leased
Real Property and, to the Knowledge of the Company, no such special Taxes,
levies or assessments are pending or contemplated; (v) there are no Contracts
granting to any third party or parties the right of use or occupancy of any such
parcel, and there are no third parties (other than the Company and its
Subsidiaries) in possession of any such parcel except for such Contracts
relating to Orgenesis Parent and/or its Subsidiaries that are set forth on
Section 3.11(d) of the Disclosure Schedule; and (vi) each such parcel has
adequate vehicular access to a road and there is no pending or, to the Knowledge
of the Company, threatened termination of such access. The Leased Real Property
comprises all of the real property used or intended to be used in the Business,
and neither the Company nor any of its Subsidiaries is a party to any Contract,
option or right of first refusal to purchase any real property or any portion
thereof or interest therein. 

-19- 





3.12       Intellectual Property. 


(a)       The Company and its Subsidiaries own and
possess or have the right to use pursuant to a valid and enforceable written
Contract, all Intellectual Property used in or necessary for the operation of
the Business free and clear of all Liens.


(b)       To the Company’s Knowledge, the
operation of the Business and the Company and its Subsidiaries (and the
Business’s and the Company’s and its Subsidiaries’ products, services and
methods of operation) have not infringed upon, misappropriated, or violated any
Intellectual Property rights of third parties in any respect, and none of
Orgenesis Parent, the Company, nor any of their Subsidiaries, nor any of their
directors, managers and officers, has received any charge, complaint, claim,
demand, or notice alleging any such infringement, misappropriation, or violation
(including any claim that the Business or the Company or any of its Subsidiaries
must license or refrain from using any Intellectual Property rights of any third
party). No third party has challenged, infringed upon, misappropriated, or
violated any Intellectual Property rights of the Business or the Company or its
Subsidiaries. Section 3.12(b) of the Disclosure Schedule sets forth an
accurate list and description of any charge, complaint, claim, demand or notice
made by the Business, the Company or any of its Subsidiaries since January 1,
2015 alleging that a third party has interfered with, challenged, infringed
upon, misappropriated, or violated any Intellectual Property rights of the
Business, the Company or its Subsidiaries. 


(c)       Sections 3.12(c)(i)-(iii) of the
Disclosure Schedule identify the following Intellectual Property that is
owned by the Company or any of its Subsidiaries or currently used in the conduct
of the Business, whether registered or unregistered: (i) issued patents and
patent applications, and counterparts claiming priority therefrom, and all
related continuations, continuations-in-part, divisionals, reissues,
re-examinations, substitutions, and extensions thereof (together, the
“Patents”); (ii) trademarks, service marks, certification marks,
collective marks, logos, slogans, trade dress, trade names (including social
media user account names), and other source or business identifiers (together,
the “Trademarks”); and (iii) works of authorship and other copyrightable
subject matter, whether or not published, including copyrights, software code,
and databases (and all translations, derivative works, adaptations,
compilations, and combinations of the foregoing) (together, the
“Copyrights”). Section 3.12(c)(iv) of the Disclosure
Schedule identifies all internet domain names owned by the Company and its
Subsidiaries. Section 3.12(c)(v) of the Disclosure Schedule identifies
each license, sublicense, agreement, or other permission pursuant to which the
Business, the Company or any of its Subsidiaries have granted any rights to any
third party with respect to any of its Intellectual Property (together with any
exceptions). The Company and its Subsidiaries have all right, title and interest
in and to, free and clear of any Lien, license, or other restriction or
limitation regarding use, and have the sole and exclusive right to use all the
Intellectual Property required to be disclosed on Sections 3.12(c)(i)-(iv) of
the Disclosure Schedule (the “Designated Intellectual
Property”) (subject to the applicable license agreements listed in
Section 3.12(c)(v) of the Disclosure Schedule), and such
Intellectual Property is not subject to any outstanding Order restricting the
use or licensing thereof by the Company or any of its Subsidiaries, and the
Business, the Company and its Subsidiaries have not received any written claim
challenging the validity or effectiveness of such Intellectual Property, and
such Intellectual Property is valid and enforceable. 

-20- 




 (d)      
The Business, the Company (or its Subsidiaries to the extent applicable) have
made all necessary filings and paid all necessary registration, maintenance and
renewal fees to maintain the Designated Intellectual Property. 

 (e)     
 Each item of Intellectual Property owned or used by the Business, except
for Customer Intellectual Property (which, for the purposes hereof, shall
include any Intellectual Property of Orgenesis Parent or its Subsidiaries as a
Customer) the Company and its Subsidiaries immediately prior to the Closing will
be owned or available for use, respectively, by the Company and its Subsidiaries
immediately subsequent to the Closing on identical terms and conditions as owned
or used by the Business, the Company and its Subsidiaries immediately prior to
the Closing. 


(f)       Section 3.12(f) of the Disclosure
Schedule identifies all third party Software used by the Company and its
Subsidiaries in the operation of the Business (except for “off-the-shelf,”
commercially-available software). The Business has not owned or used, and the
Company and its Subsidiaries do not own or use, any Software developed by or for
the Business, the Company or its Subsidiaries. The Company and its Subsidiaries
have the right to use pursuant to a valid and enforceable written Contract, all
Software used by in the operation of the Business. 

  (g)     
 All Intellectual Property owned by the Company and its Subsidiaries was
developed by (i) employees of the Business, the Company or its Subsidiaries
within the scope of their employment; or (ii) independent contractors who have
entered into written agreements with the Business, the Company or one of its
Subsidiaries that assigned all right, title and interest in and to any
Intellectual Property developed to the Company or one of its Subsidiaries and
whereby the ownership of such Intellectual Property vested immediately in the
Company and its Subsidiaries (and to the extent that such vesting did not occur,
the independent contractor is required to assign all such ownership to the
Company and its Subsidiaries without further consideration). Except as set forth
in Section 3.12(g) of the Disclosure Schedule, no employee or independent
contractor of the Business, the Company or any of its Subsidiaries has entered
into any agreement, contract, obligation, promise or undertaking (whether
written or oral and whether express or implied) that restricts or limits in any
way the scope of the Intellectual Property owned by the Company and its
Subsidiaries or requires the employee or independent contractor to transfer,
assign or disclose information concerning the Intellectual Property owned by the
Company and its Subsidiaries to anyone other than the Company and its
Subsidiaries. 

 (h)     
Section 3.12(h) of the Disclosure Schedule contains a complete and
accurate list of all rights in internet domain names, user names, handles and
social media site names presently used or owned by the Company or its
Subsidiaries or otherwise used in connection with the Business. The Company or
its Subsidiaries own or have the right to use all such internet domain names,
subdomains, URLs, website names, social media site names, user names, handles,
email addresses, log-in names, passwords, pin numbers, customer numbers, and the
like, or other account information necessary to access, transfer, use and update
all of the foregoing presently used or owned by the Company or its Subsidiaries
(collectively “Net Names”). All Net Names have been registered in
the name of the Company or its Subsidiaries and are, and have been, in
compliance with all Laws. No Net Name has been or is now involved in any
dispute, opposition, invalidation or cancellation Proceeding and, to the
Company’s Knowledge, no such action is threatened with respect to any Net
Name. In addition, to the Knowledge of the Company and its Subsidiaries: (i) no
Net Name has been challenged, interfered with or threatened in any way and (ii)
no Net Name infringes, interferes with or is alleged to interfere with or
infringe the trademark, copyright or domain name of any other Person. 

-21- 





  (i)       The Company and its Subsidiaries have
  taken all necessary and reasonable steps to protect and preserve the
  confidentiality of all trade secrets, know-how, source code, databases, customer
  lists, schematics, ideas, algorithms and processes and all use, disclosure or
  appropriation thereof by or to any Person has been pursuant to the terms of a
  written agreement between such third party and the Company and its Subsidiaries.
  The Company and its Subsidiaries have complied with all of its confidentiality
  obligations under each Contract to which the Company and its Subsidiaries are a
party. 


3.13       Contracts. 


(a)       Section 3.13(a) of the Disclosure
Schedule lists the following Contracts to which the Company or any of its
Subsidiaries is a party: 


(i)       each Contract with any Material Customer
or Material Vendor;


(ii)       each lease, rental or occupancy
agreement, license, installment and conditional sale agreement, and other
Contract affecting the ownership of, leasing of, title to, use of, or any
leasehold or other interest in, any real or personal property; 


(iii)       each joint venture, partnership or
Contract involving a sharing of profits, losses, costs or liabilities with any
other Person; 


(iv)       each Contract relating to the
acquisition, sale, transfer or disposition by the Company or any of its
Subsidiaries of any material assets or properties, or of the operating business
or the capital stock of or other equity interests in any other Person; 


(v)       each Contract that contains provisions
granting any rights of first refusal, rights of first negotiation, rights of
exclusivity, most favored nations or similar rights to any Person; 


(vi)       each Contract for the purchase, sale or
license of any assets of the Company or any of its Subsidiaries, other than in
the Ordinary Course of Business, and each Contract granting an option or
preferential rights to purchase, sell or license any assets of the Company or
any of its Subsidiaries; 


(vii)       each Contract in which a Governmental
Body is a counterparty; 


(viii)       each Contract containing any covenant
that purports to restrict the business activity of the Company or any of its
Subsidiaries or limit the freedom of the Company or any of its Subsidiaries to
engage in any line of business or to compete with any Person; 

-22- 





(ix)       each Contract for or relating to, or
evidencing or guaranteeing, Debt;


(x)       each Contract providing for the payment
of any cash or other compensation or benefits in connection with the
Transactions; 


(xi)       each Contract with any labor union or
labor organization or any bonus, pension, profit sharing, retirement or any
other form of deferred compensation plan or practice, whether formal or
informal, or any severance agreement or arrangement; 


(xii)       each Contract under which the Company
or any of its Subsidiaries has advanced or loaned any amounts to any Person;



(xiii)       each franchise, dealership, vendor,
manufacturing or service center agreements; 


(xiv)       each Contract with Orgenesis Parent or
any Affiliate of the Company, any of its Subsidiaries, or Orgenesis Parent; 


(xv)       any settlement or similar agreement;



(xvi)      each employment or consulting Contract or
other Contract with any of their officers, managers, partners, directors,
employees, agents or representatives; 


(xvii)       each Intellectual Property Agreement;



(xviii)       each confidentiality agreement and
non-disclosure agreement still in effect; 


(xix)       each Contract which purports to be
binding on Affiliates of the Company (other than the Company’s Subsidiaries);
and 


(xx)       any other agreement material to the
Company or any of its Subsidiaries whether or not entered into in the Ordinary
Course of Business. 


(b)       The Company has delivered to Investor a
correct and complete copy of each written Material Contract, together with all
amendments, exhibits, attachments, waivers or other changes thereto. Section
3.13(b) of the Disclosure Schedule contains an accurate and complete
description of all material terms of all oral Material Contracts (if any). 


(c)       Each Material Contract is legal, valid,
binding, enforceable, in full force and effect and will continue to be legal,
valid, binding and enforceable on identical terms following the Closing Date.
Except as specifically disclosed and described in Section 3.13(c) of
the Disclosure Schedule, (i) no Material Contract has been breached or
cancelled by the Company, any of its Subsidiaries or, to the Knowledge of the
Company, any other party thereto, (ii) the Company or each of its Subsidiaries
has materially performed all obligations under such Material Contracts required
to be materially performed by the Company or such Subsidiary, (iii) there is no
event which, upon giving of notice or lapse of time or both, would constitute a
breach or default under any such Material Contract by the Company or
any of its Subsidiaries, or to the Company’s Knowledge, by any other party, or
would permit the termination, modification or acceleration of such Material
Contract, (iv) no party has given notice of breach, default, termination or
non-renewal of any Material Contract, and (v) neither the Company nor any of its
Subsidiaries has assigned, delegated or otherwise transferred to any Person any
of its rights, title or interest under any such Material Contract. 

-23- 





  (d)       Section 3.13(d) of the Disclosure
    Schedule sets forth each Contract to which Orgenesis Parent or any of its
  Subsidiaries is a party that is used in the operation of the Business or was
  used in the operation of the Business any time during the twelve (12) months
prior to Closing.      

 3.14     
 Insurance. Section 3.14(a) of the Disclosure Schedule sets
forth the following information with respect to each insurance policy (including
policies providing property, casualty, liability, director & officer, and
workers’ compensation coverage and bond and surety arrangements) with respect to
which the Company or any of its Subsidiaries is a party, a named insured, or
otherwise the beneficiary of coverage (collectively, the “Company
Insurance Agreements”): (a) the name of the insurer, the name of the
policyholder, and the name of each covered insured; (b) the policy number and
the period of coverage; and (c) a description of any retroactive premium
adjustments or other material loss-sharing arrangements. 

There is no claim by the Company or any of its Subsidiaries or
any other Person pending under any such policies and bonds related to the
Business as to which coverage has been questioned, denied or disputed. All
premiums payable under all such policies and bonds have been paid. To the
Company’s Knowledge, there are no threatened terminations of, or material
premium increases with respect to, any of such policies or bonds. Section
3.14(b) of the Disclosure Schedule sets forth a list of all claims
made under the Company Insurance Agreements, or under any other insurance
policy, bond or agreement covering the Business, the Company or any of its
Subsidiaries or their operations since January 1, 2014. Except as otherwise set
forth in Section 3.14(b) of the Disclosure Schedule, since January 1,
2014, the Business, the Company and its Subsidiaries have maintained insurance
policies with coverage and policy limits that are substantially similar to the
coverage and policy limits provided by the Company Insurance Agreements. 


3.15       Litigation. Except as set forth
in Section 3.15(a) of the Disclosure Schedule, there are no (and during
the last four (4) years preceding the date hereof, there have not been any)
complaints, charges, Proceedings, Orders, or investigations pending or, to the
Knowledge of the Company, threatened or anticipated relating to or affecting the
Business, the Company or any of its Subsidiaries. There is no outstanding Order
to which the Business, the Company or any of its Subsidiaries is subject.
Section 3.15(b) of the Disclosure Schedule sets forth an accurate list
and description of all Proceedings that the Company or any of its Subsidiaries
or Orgenesis Parent or its Affiliates (to the extent related to the Company or
its Subsidiaries or the Business) has initiated or threatened in writing to
initiate since January 1, 2014. 

-24- 





3.16       Employees. 


(a)       Section 3.16(a)(i) of the Disclosure
Schedule sets forth a complete and correct list of all officers, employees
and consultants of the Company and its Subsidiaries, showing for each: (i) name,
(ii) hire date, (iii) current job title, (iv) actual base salary, bonus,
commission or other remuneration paid during 2017, (v) 2018 base salary level
and 2018 target bonus, and (vi) indicating whether there has been any increase
in compensation, bonus, incentive, or service award or any grant of any
severance or termination pay or any other increase in benefits or any commitment
to do any of the foregoing since January 1, 2017. Section 3.16(a)(ii) of the
Disclosure Schedule sets forth a complete and correct list of all employees
or contractors of Orgenesis Parent or any of its Subsidiaries who, any time
during the twelve (12) months prior to Closing, were utilized in the operation
of the Business or spent a material amount of time working on matters related
to, or providing material services in, the operation of the Business. 


(b)       The Company has provided Investor with
access to complete and correct copies of all trade secret, non-compete,
non-disclosure and invention assignment agreements, and all manuals and
handbooks applicable to any current or former director, manager, officer,
employee or consultant of the Company or any of its Subsidiaries. The employment
or consulting arrangement of each officer, employee or consultant of the Company
and its Subsidiaries is, subject to applicable Laws involving the wrongful
termination of employees and consultants, terminable at will (without the
imposition of penalties or damages) by the Company or its Subsidiaries as the
case may be, and neither the Company nor any of its Subsidiaries has any
severance obligations if any such officer, employee or consultant is terminated.
To the Knowledge of the Company, no officer, employee or consultant of the
Company or any of its Subsidiaries or any group of officers, employees or
consultants of the Company or any of its Subsidiaries has any plans to terminate
its employment or consulting arrangement with the Company or any of its
Subsidiaries.


(c)       Neither the Business, nor the Company
nor any of its Subsidiaries has experienced (nor, to the Knowledge of the
Company, has it been threatened with) any strike, slow down, work stoppage or
material grievance, claim of unfair labor practices, or other collective
bargaining dispute within the past three (3) years. Neither the Business, nor
the Company nor any of its Subsidiaries has committed any material unfair labor
practice. The Company has no Knowledge of any organizational effort presently
being made or threatened by or on behalf of any labor union with respect to
employees of the Company or its Subsidiaries. The Business and the Company and
each of its Subsidiaries have paid in full to all of its employees and
independent contractors all wages, salaries, commissions, bonuses, benefits and
other compensation due and payable to such employees and independent
contractors. 


3.17       Employee Benefits. 


(a)       Section 3.17 of the Disclosure
Schedule lists each Employee Benefit Plan that the Company or any of its
Subsidiaries maintains or to which the Company or any of its Subsidiaries
contributes or has any obligation to contribute or with respect to which the
Company and its Subsidiaries have any liabilities. 

-25- 





(i)       Each such Employee Benefit Plan (and
each related trust, insurance Contract, or fund, if any) has been maintained,
funded and administered in accordance with the terms of such Employee Benefit
Plan and complies in form and in operation in all respects with applicable Laws.



(ii)       All required reports and descriptions
have been timely filed and/or distributed in accordance with the applicable Laws
with respect to each such Employee Benefit Plan. The requirements of applicable
Laws have been met in all material respects with respect to each such Employee
Benefit Plan. 


(iii)       All contributions (including all
employer contributions and employee salary reduction contributions) that are due
have been made within the time periods prescribed by applicable Laws to each
applicable Employee Benefit Plan. All premiums or other payments for all periods
ending on or before the Closing Date have been paid with respect to each such
Employee Benefit Plan. 


(iv)       The Business, the Company and its
Subsidiaries do not have any Employee Benefit Plans subject to the Laws of the
United States. 


(v)      There have been no prohibited transactions
with respect to any such Employee Benefit Plan and no fiduciary with respect to
any such Employee Benefit Plan has any liability for material breach of
fiduciary duty or any other failure to act or comply in connection with the
administration or investment of the assets of any such Employee Benefit Plan. No
Proceeding with respect to the administration or the investment of the assets of
any such Employee Benefit Plan (other than routine claims for benefits) is
pending or, to the Knowledge of the Company, threatened. 


(vi)       The Company has made available to
Investor correct and complete copies of the plan documents and summary plan
descriptions, the most recent annual reports, and all related trust agreements,
insurance Contracts, and other funding arrangements which implement each such
Employee Benefit Plan. 


3.18       Debt. Except as set forth on
Section 3.18 of the Disclosure Schedule, the Company and its Subsidiaries
do not have any Debt and are not liable for any Debt of any other Person. 

 3.19     
 Environmental, Health, and Safety Matters. 


(a)       The Business, the Company and its
Subsidiaries have complied and are in compliance with all Environmental, Health,
and Safety Requirements. 


(b)       Without limiting the generality of the
foregoing, the Business, the Company and its Subsidiaries have obtained, have
complied, and are in compliance with all Permits and other authorizations that
are required pursuant to Environmental, Health, and Safety Requirements for the
occupation of the facilities of the Company and its Subsidiaries and the
operation of the Business. A list of all such Permits and other authorizations
is set forth on Section 3.19(b) of the Disclosure Schedule. 

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(c)       Neither the Business, the Company nor
any of its Subsidiaries has received any written or oral notice, report or other
information regarding any actual or alleged violation of Environmental, Health,
and Safety Requirements, or any liabilities or potential liabilities (whether
accrued, absolute, contingent, unliquidated or otherwise), including any
investigatory, remedial or corrective obligations, relating to any of them,
their current or former facilities or the Leased Real Property arising under
Environmental, Health, and Safety Requirements. 


(d)       Except as set forth on Section
3.19(d) of the Disclosure Schedule, no property or facility owned, leased or
operated by the Company or its Subsidiaries contains any underground storage
tanks currently, nor, to the Knowledge of the Company, has contained any
underground storage tanks in the past. 


(e)       Neither the Business, the Company nor
any of its Subsidiaries has treated, stored, disposed of, arranged for or
permitted the disposal of, transported, handled, or released any substance,
including without limitation any Hazardous Substance, or owned or operated any
property or facility (and no such property or facility is contaminated by any
such substance) in a manner that has given or would give rise to material
liabilities, including any material liability for investigation costs, response
costs, remedial costs, corrective action costs, personal injury, property
damage, natural resources damages or attorney and consultant fees and costs,
pursuant to any Environmental, Health, and Safety Requirements or any other
applicable Law. 


(f)       There are no environmental conditions or
circumstances on the Leased Real Property that pose an unreasonable risk to the
environment or the health or safety of Persons or Hazardous Substances present
at, on or under the Leased Real Property in violation of Environmental, Health,
and Safety Requirements. 


(g)       Neither this Agreement nor the
consummation of the Transactions will result in any obligations for site
investigation or cleanup, or notification to or Consent of Governmental Bodies
or third parties, pursuant to any of the Environmental, Health, and Safety
Requirements. 


(h)       Section 3.19(h) of the Disclosure
Schedule lists each written environmental audit, health and safety audit,
Phase I environmental site assessment, Phase II environmental site assessment or
investigation, soil and/or groundwater report, environmental compliance
assessment prepared within the past five (5) years by the Business, the Company
or any of its Subsidiaries or, to the Knowledge of the Company, any Governmental
Body under the Environmental, Health, and Safety Requirements relating to any
property currently or formerly owned or operated by the Business, the Company or
any of its Subsidiaries or their Affiliates. 


3.20       Business Continuity. Except as
set forth in Section 3.20 of the Disclosure Schedule, none of the
Software, computer hardware (whether general or special purpose),
telecommunications capabilities (including all voice, data and video networks),
data storage and other similar or related items of automated, computerized,
and/or software systems and any other networks or systems and related services
that are used by or relied on by the Business, the Company or its Subsidiaries
in the conduct of the Business (collectively, the “Systems”) have
experienced bugs, failures, breakdowns, breaches, unauthorized access, or
continued substandard performance in the past two (2) years that has caused or
reasonably could be expected to cause any substantial disruption or interruption
in or to the use of any such Systems by the Business, the Company or its
Subsidiaries. 

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 3.21     
   Certain Business Relationships with the Company and its
Subsidiaries. 


(a)       Except as set forth on Section 3.21
of the Disclosure Schedule, none of Orgenesis Parent or its Subsidiaries,
nor to the Knowledge of Orgenesis Parent, any officer, or director of Orgenesis
Parent, the Company or any of their Subsidiaries, or any Affiliates of any of
the foregoing (other than the Company and its Subsidiaries): 


(i)       owns, directly or indirectly, any stock,
equity or other ownership interest or investment in any Person that is engaged
in the Business or is a competitor, supplier, customer, lessor or lessee of the
Company or any of its Subsidiaries; provided, however, that the
foregoing representation shall be deemed not to be made as to the ownership of
not more than two percent (2%) of the capital stock of any such Person that has
securities registered pursuant to Section 13 or Section 15 of the Securities
Exchange Act; 


(ii)       has any claim against or owes any
amount to, or is owed any amount by, the Company or any of its Subsidiaries;



(iii)       has any interest in or owns any
assets, properties or rights used in the conduct of the Business; 


(iv)       is a party to any Contract to which the
Company or any of its Subsidiaries is a party or which otherwise benefits the
Business; or 


(v)       has received from or furnished to the
Company or any of its Subsidiaries any goods or services since the Most Recent
Fiscal Year End, or is involved in any business relationship (other than an
employment relationship in the Ordinary Course of Business) with the Company or
any of its Subsidiaries. 


(b)       Without derogating from Section
4.8, the Company and its Subsidiaries do not have any liability, and there
is no basis for any liability, nor is Orgenesis Parent aware of any claim,
arising out of or related to that certain manufacturing services agreement, by
and between Orgenesis Parent and MaSTherCell S.A. (the “Orgenesis
Manufacturing Agreement”), other than liabilities and obligations for
performance pursuant to the terms of the Orgenesis Manufacturing Agreement and
that did not result from any default or breach of the terms of the Orgenesis
Manufacturing Agreement. 

 3.22     
 Customers and Vendors. 


(a)       Section 3.22 of the Disclosure
Schedule sets forth a correct and complete list of the twenty-five (25)
largest suppliers and vendors (by dollar volume) of products or services to the
Company and its Subsidiaries with respect to the Business (the “Material
Vendors”), and all customers of the Company and its Subsidiaries with
respect to the Business (the “Material Customers”), each during the
calendar year 2016, the calendar year 2017, and the five (5) months ended May 31, 2018. Section 3.22 of
the Disclosure Schedule also sets forth, for each such Material Vendor and
Material Customer, the aggregate payments from and to such Person by the Company
and its Subsidiaries during such periods. There are no outstanding disputes with
any of such Material Vendors or Material Customers. 

-28- 





  (b)       Since January 1, 2017, none of the
  Material Vendors have indicated that it shall stop, or materially decrease the
  rate of, or materially change the pricing of, supplying materials, products or
  services to the Company or its Subsidiaries, or otherwise materially change the
  terms of its relationship with the Company or its Subsidiaries. Neither the
  Company, nor any of its Subsidiaries has any reason to believe that any Material
  Vendor will stop, or materially decrease the rate of, or materially change the
  pricing of, supplying products or services to the Company or its Subsidiaries or
  otherwise materially change the terms of its relationship with the Company or
  its Subsidiaries after, or as a result of, the consummation of any Transactions.
  Neither the Company, nor any of its Subsidiaries know of any fact, condition or
  event which would adversely affect the relationship of the Company or its
Subsidiaries with any such Material Vendor. 


(c)       Since January 1, 2017, none of the
Material Customers have indicated that it shall stop, or materially decrease the
rate of, or materially change the pricing of, buying products or services from
the Company or its Subsidiaries or otherwise materially change the terms of its
relationship with the Company or its Subsidiaries. Neither the Company, nor any
of its Subsidiaries, has any reason to believe that any Material Customer will
stop, or materially decrease the rate of, of materially change the pricing of,
buying products or services from the Company or its Subsidiaries or otherwise
materially change the terms of its relationship with the Company or its
Subsidiaries after, or as a result of, the consummation of any Transactions.
Neither the Company, nor any of its Subsidiaries, know of any fact, condition or
event which would adversely affect the relationship of the Company or its
Subsidiaries with any such Material Customer. 


3.23       Product Warranty. Section
3.23 of the Disclosure Schedule sets forth an accurate, correct and complete
list and summary description of all claims arising from any product or service,
alleged to have been manufactured, sold, provided, distributed, leased, or
delivered by the Business, the Company and its Subsidiaries not in conformity
with all applicable contractual commitments and all express and implied
warranties during the prior three (3) years.

 3.24     
 Product Liability. Section 3.24 of the Disclosure Schedule
sets forth an accurate, correct and complete list and summary description of all
claims arising from or alleged to arise from any injury to person or property as
a result of the ownership, possession or use of any product manufactured,
processed, sold, provided, distributed or delivered by the Business, the
Company, its Subsidiaries or their predecessors during the prior three (3)
years. Neither the Company nor any of its Subsidiaries has any liability (and to
the Company’s Knowledge there is no reasonable basis for any present or future
action, suit, proceeding, hearing, investigation, charge, complaint, claim, or
demand against the Company or any of its Subsidiaries giving rise to any
liability) arising out of any injury to individuals or property as a result of
the ownership, possession, or use of any product manufactured, processed, sold,
provided, distributed or delivered by the Business, the Company, its
Subsidiaries or any of their predecessors. 

-29- 




 3.25     
 Information Privacy and Data Security.


(a)       The Business’s, the Company’s and its
Subsidiaries’ practices concerning the creation, receipt, maintenance,
transmission, use, disclosure, processing, protection, collection, analysis,
retention, storage, privacy, security, breach, transfer, destruction, and
disposal of Personal Information comply with, and have not violated, any (i)
Contract, (ii) Privacy Laws, or (iii) written policy or privacy statement of the
Company or its Subsidiaries. 


(b)       The Company and its Subsidiaries have
implemented reasonable administrative, physical, contractual and technical
safeguards sufficient to protect the Personal Information processed or
maintained by the Company and its Subsidiaries, and such safeguards are
sufficient for the size and scope of the Company and its Subsidiaries and the
risks posed to the Personal Information processed by the Business, the Company
and its Subsidiaries. The Company and its Subsidiaries maintain reasonable and
sufficient written policies and procedures concerning the (i) protection of
Personal Information, (ii) the protection of the systems, technology and
networks that process such Personal Information, and (iii) prevention,
detection, containment, and correction of security violations respecting its
information systems. 


(c)       Section 3.25(c) of the Disclosure
Schedule sets forth all incidents impacting the confidentiality, security,
integrity, or availability of the Business’s, the Company’s and its
Subsidiaries’ information systems and/or the Personal Information processed by
the Business, the Company and its Subsidiaries. 

ARTICLE 4 

POST-CLOSING COVENANTS 

 The Parties agree as follows with
respect to the period following the Closing. 


4.1       General. In case at any time
after the Closing any further action is reasonably necessary to carry out the
purposes of this Agreement, each of the Parties will take such further action
(including the execution and delivery of such further instruments and documents)
as any other Party reasonably may request, all at the sole cost and expense of
the requesting Party (unless the requesting Party is entitled to indemnification
therefor under Article 6). In furtherance of the foregoing, the Parties
agree that each of the Parties will take such further action (including the
execution and delivery of such further instruments and documents) as may be
reasonably requested by the Investor in order to duly transfer any assets,
properties or rights that are owned by Orgenesis Parent or any of its
Subsidiaries that were not transferred to the Company or its Subsidiaries in
connection with the Reorganization but that either (a) are necessary to operate
the Business or (b) were used in the operation of the Business at any time
during the twelve (12) month period prior to the Closing Date. 


4.2       Litigation Support. In the event
and for so long as any of Investor or the Company or its Subsidiaries is
actively contesting or defending against any Proceeding in connection with any
fact, situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving the Company or any of its Subsidiaries, the
Company will cooperate with it and its counsel in the contest or defense and provide such testimony
and access to the Company’s books and records as shall be necessary in
connection with the contest or defense (and Orgenesis Parent shall use
commercially reasonable efforts to promptly review, respond to and, to the
extent Orgenesis Parent is not prohibited by Law or by contractual obligation,
comply with any reasonable requests for information and/or documents in
connection therewith), all at the sole cost and expense of the Company (unless
Investor is entitled to indemnification therefor under Article 6). 

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  4.3       Transition. Orgenesis Parent
  shall not intentionally take any action that is designed or intended to have the
  effect of discouraging any lessor, licensor, Customer, supplier, or other
  business associate of the Company and its Subsidiaries from maintaining the same
  business relationships with the Company or its Subsidiaries after the Closing as
it maintained with the Company and its Subsidiaries prior to the Closing. 

 4.4     
 Confidentiality. Orgenesis Parent agrees not to, directly or
indirectly, disclose to any other Person or use any Confidential Information. If
Orgenesis Parent is requested or required pursuant to written or oral question
or request for information or documents in any Proceeding, interrogatory,
subpoena, civil investigation demand or similar process to disclose any
Confidential Information, then Orgenesis Parent will notify Investor and the
Company promptly of the request or requirement so that Investor or the Company
may seek an appropriate protective order or waive compliance with the provisions
of this Section 4.4. If, in the absence of a protective order or the
receipt of a waiver hereunder, Orgenesis Parent is, on the advice of counsel,
compelled to disclose any Confidential Information to any tribunal or else stand
liable for contempt, then Orgenesis Parent may disclose the Confidential
Information to the tribunal; provided, however, that Orgenesis
Parent shall use reasonable commercial efforts to obtain, at the request of
Investor, an order or other assurance that confidential treatment will be
accorded to such portion of the Confidential Information required to be
disclosed as Investor shall designate. The foregoing provisions shall not apply
to any Confidential Information that (i) is generally available to the public
immediately prior to the time of disclosure unless such Confidential Information
is so available due to the actions of Orgenesis Parent or (ii) that does not
relate to the Company or its Subsidiaries, the Business or a Customer. 


4.5       Covenant Not to Compete. Nothing
in this Agreement shall derogate from, or limit, Orgenesis Parent from
conducting any business as it presently conducts or may conduct in the future
(including, without limitation, business related to the manufacturing,
researching, marketing, developing, selling and commercialization (either alone
or jointly with Third Parties) products that are not directly related to the
Business); provided, however, that during the Restricted Period,
Orgenesis Parent will not directly (whether on its, his or her own account, or
as an owner, operator, manager, consultant, officer, director, employee,
investor, independent contractor, agent, representative or otherwise), anywhere
in the Applicable Area, conduct the Business. Any activities or transactions
conducted by Orgenesis Parent with any Third Party which does not directly
relate to Orgenesis Parent as a CDMO business shall not be deemed a violation of
this Section 4.5. 

 4.6     
 Covenant Not to Solicit. During the Restricted Period, Orgenesis
Parent will not, and will cause each of its Affiliates not to, in any manner
(whether on its, his or her own account, or as an owner, operator, manager,
consultant, officer, director, employee, investor, independent contractor, agent, representative or otherwise), (a) call upon,
solicit or provide services to any Customer with the intent of selling or
attempting to sell any products or services that are the same as, or competitive
with, those offered by the Business, (b) hire or engage, or recruit, solicit or
otherwise attempt to employ or engage, or enter into any business relationship
with, any Person currently or formerly employed by, or providing consulting
services to, the Company or any of its Subsidiaries, or induce or attempt to
induce any Person to leave such employment or consulting arrangement, (c) in any
way materially interfere with the relationship between the Company or any of its
Subsidiaries and any employee, consultant, Customer, sales representative,
broker, supplier, licensee or other business relation (or any prospective
employee, consultant, customer, sales representative, broker, supplier, licensee
or other business relation) of the Company or any of its Subsidiaries
(including, without limitation, by making any negative or disparaging statements
or communications regarding Investor, the Company, any of its Subsidiaries or
any of their operations, officers, directors, managers, employees, Affiliates or
investors), or (d) recommend, or provide any reference to a third party for, any
employee or contractor of the Company or any of its Subsidiaries;
provided, however that (i) Orgenesis Parent may recruit, hire or engage
former employees and consultants to the Company and its Subsidiaries after such
former employees or consultants have ceased to be employed or otherwise engaged
by the Company or any of its Subsidiaries for a period of at least twelve (12)
months, (ii) Orgenesis Parent may obtain the services of certain employees of
the Company and its Subsidiaries pursuant to a services agreement between
Orgenesis Parent and the Company and with the prior written approval of a
Supermajority of the Board (as defined in the Stockholders’ Agreement), (iii)
Orgenesis Parent may recruit, hire or engage Noam Bercovich, Moshe Cohen, Moran
Hod, Dana Fuchs-Telem and Moshe Lindner, and (iv) nothing in this Section
4.6 will prohibit Orgenesis Parent from engaging in any activity that does
not violate Section 4.5. 

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  4.7       Enforcement. If the final
  judgment of a court of competent jurisdiction declares that any term or
  provision of Sections 4.4, 4.5 or 4.6 is invalid or
  unenforceable, then the Parties agree that the court making the determination of
  invalidity or unenforceability shall have the power to reduce the scope,
  duration or area of the term or provision, to delete specific words or phrases,
  or to replace any invalid or unenforceable term or provision with a term or
  provision that is valid and enforceable and that comes closer to expressing the
  intention of the invalid or unenforceable term or provision, and this Agreement
  shall be enforceable as so modified after the expiration of the time within
  which the judgment may be appealed. In the event of litigation involving
  Sections 4.4, 4.5 or 4.6, the non-prevailing party shall
  reimburse the prevailing party for all reasonable costs and expenses actually
  incurred by the prevailing party, including reasonable attorneys’ fees and
  expenses, incurred in connection with any such litigation, including any appeal
  therefrom. The existence of any claim or cause of action by
  Orgenesis Parent against Investor, the Company or any of their respective
  Affiliates, whether predicated on this Agreement or otherwise, will not
  constitute a defense to the enforcement by Investor of the provisions of
  Sections 4.4, 4.5 or 4.6, which Sections will be
  enforceable notwithstanding the existence of any breach by Investor or the
  Company. Notwithstanding the foregoing, (a) Orgenesis Parent will not be
  prohibited from pursuing such claims or causes of action against Investor or the
  Company and (b) if Orgenesis Parent obtains a binding judgment against Investor
  which provides that Investor owes a Future Payment in accordance with the terms
  of this Agreement and Investor has not paid such Future Payment to the Company
within thirty (30) days of the issuance of such judgment, then such non-payment of
such Future Payment may constitute a defense to the enforcement by Investor of
the provisions of Sections 4.4, 4.5 or 4.6. 

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 4.8     
   Release. Orgenesis Parent, for itself and each of its Affiliates,
  and its and their heirs, personal representatives, successors and assigns
  (collectively, the “Releasors”), hereby (a) forever fully and irrevocably
  releases and discharges Investor, the Company, each of its respective
  Subsidiaries, and each of their respective predecessors, successors, wholly
  owned subsidiaries and present equityholders, members, managers, directors,
  officers, employees, contractors, and agents (collectively, the “Released
    Parties”) from any and all actions, suits, claims, demands, debts,
  agreements, obligations, promises, judgments, or liabilities of any kind
  whatsoever in law or equity and causes of action of every kind and nature, or
  otherwise (including, claims for damages, costs, expenses, and attorneys’,
  brokers’ and accountants fees and expenses) related to events, facts, conditions
  or circumstances existing or arising prior to the Closing Date, which the
  Releasors can, shall or may have against the Released Parties, whether known or
  unknown, suspected or unsuspected (collectively, the “Released Claims”),
  and (b) irrevocably agrees to refrain from directly or indirectly asserting any
  claim or demand or commencing (or causing to be commenced) any Proceeding
  against any Released Party based upon any Released Claim. Notwithstanding the
  preceding sentence of this Section 4.8, “Released Claims” does not
  include, and the provisions of this Section 4.8 shall not release or
  otherwise diminish, (x) the obligations of any Party set forth in or arising
  under any provisions of this Agreement or the Ancillary Agreements or breach
  thereof (including, without limitation, with respect to any Intellectual
  Property Rights), or (y) the rights and obligations of Orgenesis Parent and any
  of its Affiliates on the one hand, and the Company and any of its Subsidiaries
  on the other hand, set forth in or arising under any provisions of the Orgenesis
  Manufacturing Agreement, or (z) any claims against the Company, or any of its
  Subsidiaries that relate to Orgenesis Parent as a customer of the Business, or
  (aa) any claims that Orgenesis Parent may have against the Company or its
  Subsidiaries based upon fraud or willful or intentional misconduct;
  provided, however, that Orgenesis Parent shall indemnify the Investor for
  all Adverse Consequences that may be suffered by the Investor in connection with
  or as a result of any such claim. Nothing herein shall derogate from, or be
  deemed to limit, Orgenesis Parent’s ability to bring an action against the
  Company and/or the Company’s Subsidiaries in the event such action is required
  under Law as a necessary step for Orgenesis Parent to bring suit against any
  executive, director, stockholder (but not the Investor) or officer of the
  Company or its Subsidiaries, provided, however, that Orgenesis Parent
  shall indemnify Investor, the Company and its Subsidiaries for all Adverse
  Consequences that may be suffered by Investor, the Company or its Subsidiaries
as a result of such action. 


4.9       Israel Sub and South Korea Sub.
Orgenesis Parent will, at its sole expense, take all actions necessary so that
within twelve (12) months following the Closing, Orgenesis Parent has (a)
acquired all equity and other ownership interests of both the Israel Sub and the
South Korea Sub and (b) for no additional consideration contributed all right,
title and interest in and to all such equity and other ownership interests, free
and clear of all Liens, to the Company.      


4.10       Stockholders’ Agreement Terms.
Orgenesis Parent shall use its best efforts to ensure that the Stockholders’
Agreement Terms are Properly Approved as soon as possible after Closing. If
Orgenesis Parent obtains Proper Approval of the Stockholders’ Agreement Terms,
then in the event that the applicable laws of the State of Nevada require
Orgenesis Parent to obtain an additional or secondary approval of the Stockholders’
Agreement Terms from its shareholders, Investor shall have no recourse or remedy
of any kind against Orgenesis Parent, the Company or any Subsidiary and shall
not be entitled to any indemnification under this Agreement for any damages and
or liability that Investor may incur as a result of such additional or secondary
approval. The Investor hereby waives, and agrees not to bring any claims
against, Orgenesis Parent, the Company or any of their Subsidiaries in the event
that applicable laws require Orgenesis Parent to secure any such additional or
second approval of the Stockholders’ Agreement Terms from its shareholders and
that Orgenesis Parent, the Company and any of their Subsidiaries shall not have
any liability of any kind, including breach of this Agreement or any Ancillary
Agreement for any Adverse Consequences resulting from any such additional or
second approval. The Investor hereby agrees and confirms that Orgenesis Parent
shall have no obligation of any kind toward the Investor with respect to such
secondary approval (including, without limitation, obtaining any proxies) beyond
approaching its shareholders for such approval. 

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  4.11       QMS License Agreement. As part
  of the Reorganization, Orgenesis Parent has assigned to the Company that certain
  License Agreement, by and between Orgenesis Parent and MaSTherCell S.A., dated
  December 30, 2016 (the “QMS License Agreement”), but Orgenesis Parent
  shall remain solely responsible for paying all costs and making all payments
  (including any in-kind contributions, which may be determined by Orgenesis
  Parent in its reasonable discretion so long as any such contributions comply
  with the terms of the QMS License Agreement) under or related to the QMS License
  Agreement as if Orgenesis Parent was still a party to the QMS License Agreement.
  The Board of Directors of the Company will provide reasonable assistance and
  support to Orgenesis Parent in connection with Orgenesis Parent’s structuring of
any in-kind contributions to be made by Orgenesis Parent. 

ARTICLE 5 

CLOSING DELIVERIES 

 5.1     
 Closing Deliveries of Orgenesis Parent. At or prior to the Closing,
the Company or Orgenesis Parent shall deliver to Investor: 


(a)       duly executed certificates representing
all of the Company Preferred Stock against payment of the Estimated Cash
Payment; 


(b)       all Consents and Permits of Governmental
Bodies and other Persons necessary for the consummation of the Transactions,
including those Consents and Permits set forth on Schedule 5.1(b); 


(c)       a certificate of the Secretary of the
Company, on behalf of the Company and each of its Subsidiaries, dated as of the
Closing Date, attaching and certifying (i) the Organizational Documents of the
Company and each of its Subsidiaries, (ii) the resolutions of the Company
authorizing and approving the entry into and consummation of the Transactions,
and (iii) the incumbency and signatures of the Persons signing this Agreement
and the Ancillary Agreements to which the Company or any of its Subsidiaries is
a party; 

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(d)       a certificate of the Secretary of
Orgenesis Parent, dated as of the Closing Date, attaching and certifying (i) the
Organizational Documents of Orgenesis Parent, (ii) the resolutions of Orgenesis
Parent and each of its Subsidiaries (as necessary) authorizing and approving the
entry into and consummation of the Transactions, and (iii) the incumbency and
signatures of the Persons signing this Agreement and the Ancillary Agreements to
which Orgenesis Parent or any of its Subsidiaries is a party; 


(e)       good standing certificates for the
Company and to the extent applicable, each of its Subsidiaries, from the
jurisdiction of each such Person’s organization and each jurisdiction in which
the Company or any of its Subsidiaries is qualified to do business; 


(f)       counterpart signature pages to the
Employment Agreement signed by the Company and Darren Head; 


(g)       signed resignation letters from each
member of the board of directors or board of managers or similar governing body
and each officer of the Company and its Subsidiaries set forth on Schedule
5.1(g); 


(h)       all documentation necessary to obtain
releases of all Liens (other than the Permitted Liens) related to the Company
and its Subsidiaries, including appropriate UCC termination statements; 


(i)       payoff and release letters from the
holders of the Debt set forth on Schedule 5.1(i) that (i) reflect the
amounts required in order to pay in full such Debt and (ii) provide that, upon
payment in full of the amounts indicated, all Liens with respect to the assets
of the Company or any of its Subsidiaries shall be terminated and of no further
force and effect, together with UCC-3 termination statements with respect to the
financing statements filed against the assets or equity interests of the Company
or any of its Subsidiaries by the holders of such Liens; 


(j)       a counterpart signature page to the
Stockholders’ Agreement signed by Orgenesis Parent; 


(k)       counterpart signature pages to the
Advisory Services Agreements signed by the Company; 


(l)       a copy of the Amended and Restated
Certificate of Incorporation of the Company filed with the Secretary of State of
the State of Delaware; 


(m)       all documentation necessary to terminate
each related party Contract set forth on Schedule 5.1(m); and 


(n)       all other instruments and documents
required by this Agreement to be delivered by the Company, its Subsidiaries, or
Orgenesis Parent to Investor, and such other instruments and documents which
Investor or its counsel may reasonably request to effectuate the Transactions.


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 All such agreements, documents and
other items shall be in form and substance satisfactory to Investor. 


5.2       Closing Deliveries of Investor.
At or prior to the Closing, Investor shall deliver to Orgenesis Parent: 


(a)       a certificate from the Secretary of
Investor, dated as of the Closing Date, attaching and certifying (i) the
Organizational Documents of Investor, (ii) the resolutions of Investor
authorizing and approving the entry into and consummation of the Transactions,
and (iii) the incumbency and signatures of the Persons signing this Agreement
and the Ancillary Agreements to which Investor is a party; 


(b)       a counterpart signature page to the
Stockholders’ Agreement signed by Investor; 


(c)       counterpart signature pages to the
Advisory Services Agreements signed by Great Point Partners, LLC and GPP
Securities, LLC, as applicable; and 


(d)       all other instruments and documents
required by this Agreement to be delivered by Investor to the Company or
Orgenesis Parent, and such other instruments and documents which Orgenesis
Parent or its counsel may reasonably request to effectuate the Transactions.


 All such agreements, documents and
other items shall be in form and substance satisfactory to Orgenesis Parent.


ARTICLE 6 

REMEDIES FOR BREACHES OF THIS AGREEMENT 


6.1       Indemnification by Orgenesis
Parent.


(a)       Subject to the terms and conditions of
this Article 6, Orgenesis Parent will indemnify, defend and hold harmless
Investor and the Company (the “Investor Indemnitees”) from and against
the entirety of any Adverse Consequences that any Investor Indemnitee may suffer
or incur (including any Adverse Consequences they may suffer or incur after the
end of any applicable survival period, provided that an indemnification claim
with respect to such Adverse Consequence is made pursuant to this Article
6 prior to the end of any applicable survival period) resulting from,
arising out of, relating to, or caused by (i) any breach of any representation
or warranty made by Orgenesis Parent, the Company or any of its Subsidiaries in
Section 2.1 or Article 3 or in any Ancillary Agreement or (ii) any
breach of any covenant or agreement of Orgenesis Parent in this Agreement or in
any Ancillary Agreement. The Investor shall not be entitled to indemnification
for breaches of a representation and warranty pursuant to this Article 6
with respect matters or items that are properly disclosed as exceptions to such
representation and warranty in the applicable section(s) of the Disclosure
Schedule and in accordance with Section 9.15. 

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(b)       Orgenesis Parent agrees that it shall
pay and otherwise fully satisfy and discharge all Designated Pre-Closing
Liabilities, and shall indemnify, defend and hold all Investor Indemnitees
harmless from and against, and shall reimburse all Investor Indemnitees for, the
entirety of any Adverse Consequences that any Investor Indemnitee may suffer or
incur in connection with any Designated Pre-Closing Liabilities. 


6.2       Indemnification by Investor.
Subject to the terms and conditions of this Article 6, Investor will
indemnify, defend and hold harmless Orgenesis Parent and its successors and
assigns (the “Orgenesis Indemnitees”) from and against the entirety of
any Adverse Consequences they may suffer or incur (including any Adverse
Consequences they may suffer or incur after the end of any applicable survival
period, provided that an indemnification claim with respect to such Adverse
Consequence is made pursuant to this Article 6 prior to the end of any
applicable survival period) resulting from, arising out of, relating to, or
caused by (a) any breach of any representation or warranty made by Investor in
Section 2.2 or in any Ancillary Agreement or (b) any breach of any
material covenant or agreement of Investor in this Agreement. 


6.3       Survival and Time Limitations.
All representations, warranties, covenants and agreements of the Parties in this
Agreement or any other certificate or document delivered pursuant to this
Agreement will survive the Closing indefinitely subject to the following
sentence. Notwithstanding the foregoing, Orgenesis Parent will have no liability
with respect to any claim under Section 6.1(a)(i) unless Investor
notifies Orgenesis Parent of such a claim on or before the date that is eighteen
(18) months after the Closing Date (the “General Survival Date”);
provided, however, that (a) any claim relating to any
representation made in Section 3.9 (Legal Compliance) may be made at any
time until the date that is three (3) years after the Closing Date, (b) any
claim relating to any representation made in Sections 2.1(c) (Brokers’ Fees),
3.5 (Brokers’ Fees), 3.6 (Assets), 3.10 (Tax Matters),
3.12 (Intellectual Property), and 3.18 (Debt) may be made at any
time until the date that is seven and a half (7.5) years after the Closing Date
and, (c) any claim relating to any representation made in Sections 2.1(a)
(Authorization of Transaction), 2.1(d) (Company Securities),
2.1(f) (Reorganization), 2.1(g) (Subsidiaries), 3.1
(Organization, Qualification, and Power), 3.2 (Authorization of
Transaction), and 3.3 (Capitalization and Subsidiaries) may be made at
any time without limitation (collectively, the representations and warranties
described in clauses (a), (b) and (c) are referred to as the “Excluded
Representations”) and (d) any claim related to intentional or fraudulent
breaches of the representations and warranties may be made at any time without
limitation. Investor will have no liability with respect to any claim for any
breach or inaccuracy of any representation or warranty in this Agreement unless
Orgenesis Parent notifies Investor of such a claim on or before the General
Survival Date. Notwithstanding anything to the contrary contained herein, if
Investor or Orgenesis Parent, as applicable, provides notice of a claim in
accordance with the terms of this Agreement within the applicable time period
set forth above, then liability for such claim will continue until such claim is
fully resolved. 

 6.4      
Limitations on Indemnification by Orgenesis Parent. 


(a)       With respect to the matters described in
Sections 6.1(a)(i), Orgenesis Parent will have no liability until
Investor Indemnitees have suffered aggregate Adverse Consequences by reason of
all such breaches in excess of $350,000 (the “Threshold”), after which
point Orgenesis Parent will be obligated to indemnify Investor Indemnitees from
and against all Adverse Consequences from dollar one;
provided, that the foregoing limitations shall not apply in respect of
any Adverse Consequences relating to (i) breaches of the Excluded
Representations or (ii) any intentional or fraudulent breach of a representation
or warranty. 

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  (b)       With respect to the matters described in
  Sections 6.1(a)(i), the aggregate maximum liability of Orgenesis Parent shall be
  $2,500,000 (the “Cap”); provided, that the foregoing limitations
  shall not apply in respect of any Adverse Consequences relating to (i) breaches
  of the Excluded Representations or (ii) any intentional or fraudulent breach of
representation or warranty. 


(c)       With respect to the matters described in
Sections 6.1(a)(i) relating to breach of any Excluded Representation, the
aggregate maximum liability of Orgenesis Parent shall be the Purchase Price paid
to the Company pursuant to this Agreement. 


(d)       Investor agrees that it shall not be
entitled to indemnification or have any recourse against Orgenesis Parent or the
Company, solely for the Company’s failure to meet the conditions required for
payment of the First Future Payment and/or Second Future Payment as set forth in
Sections 1.6(a) and 1.6(b) and that Investor’s sole remedy and
recourse for such failure is that the First Future Payment and/or the Second
Future Payment, as applicable, shall not be earned and shall not be payable.



6.5       Limitations on Indemnification by
Investor. 


(a)       With respect to the matters described in
Section 6.2(a), Investor will have no liability until Orgenesis
Indemnitees have suffered Adverse Consequences by reason of all such breaches in
excess of the Threshold, after which point Investor will be obligated to
indemnify Orgenesis Indemnitees from and against all Adverse Consequences from
dollar one; provided, that the foregoing limitations shall not apply in
respect of any Adverse Consequences relating to (a) breaches of any
representation made in Sections 2.2(a) (Organization of Investor),
2.2(b) (Authorization of Transaction), and 2.2(d) (Brokers’
Fees) or (b) any intentional or fraudulent breach of a representation or
warranty. 


(b)       With respect to the matters described in
Section 6.2(a), the aggregate maximum liability of Investor shall be the
Cap; provided, that the foregoing limitation shall not apply in respect
of any Adverse Consequences relating to (i) breaches of any representation made
in Sections 2.2(a) (Organization of Investor), 2.2(b)
(Authorization of Transaction), and 2.2(d) (Brokers’ Fees) or (ii) any
intentional or fraudulent breach of a representation or warranty. 


6.6       Third-Party Claims. 


(a)       If a third party initiates a claim,
demand, dispute, lawsuit or arbitration (a “Third-Party Claim”) against
any Person (the “Indemnified Party”) with respect to any matter that the
Indemnified Party might make a claim for indemnification against any Party (the
“Indemnifying Party”) under this Article 6, then the Indemnified
Party must promptly notify the Indemnifying Party in writing of the existence of
such Third-Party Claim and must deliver copies of any documents served on the
Indemnified Party with respect to the Third-Party Claim; provided,
however, that any failure on the part of an Indemnified Party to so
notify an Indemnifying Party shall not limit any of the obligations of
the Indemnifying Party under this Article 6 (except to the extent such
failure materially prejudices the defense of such proceeding). 

-38- 





  (b)       Upon receipt of the notice described in
  Section 6.6(a), the Indemnifying Party will have the right to defend the
  Indemnified Party against the Third-Party Claim with counsel reasonably
  satisfactory to the Indemnified Party, provided, that (i) the Indemnifying Party
  notifies the Indemnified Party in writing within fifteen (15) days after the
  Indemnified Party has given notice of the Third-Party Claim that the
  Indemnifying Party will indemnify the Indemnified Party from and against the
  entirety of any Adverse Consequences the Indemnified Party may suffer resulting
  from, arising out of, relating to, or caused by the Third-Party Claim, (ii) the
  Indemnifying Party provides the Indemnified Party with evidence reasonably
  acceptable to the Indemnified Party that the Indemnifying Party will have the
  financial resources to defend against the Third-Party Claim and fulfill its
  indemnification obligations hereunder, (iii) the Third-Party Claim involves only
  money damages and does not seek an injunction or other equitable relief, (iv)
  the Third-Party Claim does not involve any customer of the Company or any of its
  Subsidiaries, (v) settlement of, or an adverse judgment with respect to, the
  Third-Party Claim is not, in the good faith judgment of the Indemnified Party,
  likely to establish a precedential custom or practice adverse to the continuing
  business interests or the reputation of the Indemnified Party, and (vi) the
  Indemnifying Party conducts the defense of the Third-Party Claim actively and
  diligently. The Indemnifying Party will keep the Indemnified Party apprised of
  all material developments, including settlement offers, with respect to the
  Third-Party Claim and permit the Indemnified Party to participate in the defense
  of the Third-Party Claim. So long as the Indemnifying Party is conducting the
  defense of the Third-Party Claim in accordance with this Section 6.6(b),
  the Indemnifying Party will not be responsible for any attorneys’ fees or other
  expenses incurred by the Indemnified Party regarding the defense of the
Third-Party Claim. 


(c)       In the event that any of the conditions
under Section 6.6(b) is or becomes unsatisfied, however, (i) the Indemnified
Party may defend against, and consent to the entry of any judgment on, or enter
into any settlement with respect to, the Third-Party Claim in any manner it may
reasonably deem appropriate, (ii) the Indemnifying Parties will reimburse the
Indemnified Party promptly and periodically for the costs of defending against
the Third-Party Claim (including reasonable attorneys’ fees and expenses), and
(iii) the Indemnifying Parties will remain responsible for any Adverse
Consequences the Indemnified Party may suffer resulting from, arising out of,
relating to, or caused by the Third-Party Claim to the fullest extent provided
in this Article 6. 


(d)       Except in circumstances described in
Section 6.6(c), neither the Indemnified Party nor the Indemnifying Party
will consent to the entry of any judgment or enter into any settlement with
respect to the Third-Party Claim without the prior written consent of the other
party, which consent will not be unreasonably withheld or delayed. 


6.7       Other Indemnification Matters.
All indemnification payments under this Article 6 will be deemed
adjustments to the Cash Payment. For purposes of determining the amount of
Adverse Consequences resulting from any misrepresentation or breach of a
representation or warranty (but for the avoidance of doubt, not for purposes of
determining whether there has been any misrepresentation or breach of a
representation or warranty), all qualifications or exceptions in any
representation or warranty relating to or referring to the terms “material”,
“materiality”, “in all material respects”, “Material Adverse Effect” or any
similar term or phrase shall be disregarded, it being the understanding of the
Parties that for such purposes, the representations and warranties of the
Parties contained in this Agreement shall be read as if such terms and phrases
were not included in them. Orgenesis Parent agrees that Orgenesis Parent and its
Affiliates have no claims or rights to contribution or indemnity from the
Company or any of its Subsidiaries with respect to any amounts paid by Orgenesis
Parent pursuant to this Article 6. The right to indemnification, payment
of any losses or other remedy based on such representations and warranties (as
modified by the applicable sections of the Disclosure Schedule), covenants, and
obligations will not be affected by any investigation conducted with respect to,
or any knowledge acquired (or capable of being acquired) at any time, whether
before or after the execution and delivery of this Agreement, with respect to
the accuracy or inaccuracy of or compliance with, any such representation or
warranty (as modified by the applicable sections of the Disclosure Schedule),
covenant, or obligation. Orgenesis Parent hereby acknowledges that, regardless
of any investigation made (or not made) by or on behalf of Investor, and
regardless of the results of any such investigation, Investor has entered into
this transaction in express reliance upon such representations and warranties
(as modified by the applicable sections of the Disclosure Schedule) covenants
and obligations.

-39- 





  6.8       Indemnity Payments. Orgenesis
  Parent shall have the option to make prompt payment to an Investor Indemnitee in
  the entire amount of all Adverse Consequences claimed by such Investor
  Indemnitee (each such amount, an “Indemnity Claim”) pursuant to an
  indemnification claim made pursuant to this Agreement, either (a) in an amount
  of cash equal to the Indemnity Claim or (b) in an amount of shares of Company
  Preferred Stock issued by the Company equal to the quotient of (i) the Indemnity
  Claim divided by (ii) $31.22; provided, that if an Investor
  Indemnitee is the Company or any of its Subsidiaries, then the Indemnity Claim
shall be satisfied in cash by Orgenesis Parent. 

ARTICLE 7 

TAX MATTERS

 7.1     
 Tax Indemnification. In addition to the indemnification provisions
of Article 6, Orgenesis Parent shall be liable for, and shall indemnify
and hold Investor Indemnitees harmless from and against the entirety of any
Adverse Consequences that any Investor Indemnitee may suffer or incur resulting
from, arising out of, relating to, or caused by (a) all Taxes of Orgenesis
Parent, (b) all Taxes imposed on or incurred by the Company and its Subsidiaries
with respect to any Pre-Closing Tax Periods, (c) all Taxes imposed on or
incurred by Orgenesis Parent, the Company or any of their Subsidiaries with
respect to the Reorganization, (d) any withholding, payroll, social security,
unemployment or similar Taxes caused by or resulting from the sale or issuance
of the Company Preferred Stock, (e) all Taxes of any Person imposed on any of
the Company or any of its Subsidiaries as a transferee or successor, by contract
or otherwise, which Taxes relate to an event or transaction occurring before the
Closing, and (f) all Taxes of any member of an affiliated, consolidated,
combined, or unitary group of which the Company or its Subsidiaries (or any
predecessor) is or was a member on or prior to the Closing Date, including
pursuant to Treasury Regulation Section 1.1502 -6 or any analogous or similar
state, local, or foreign Law.

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7.2       Responsibility for Filing Tax Returns
for Periods through Closing Date. The Company shall prepare or cause to be
prepared and file or cause to be filed all Tax Returns for the Company and its
Subsidiaries that are filed after the Closing Date. The Company shall permit
Investor to review, comment and consent with respect to each such Tax Return
related to a Pre-Closing Tax Period prior to filing and shall make such
revisions as are reasonably requested by Investor. 


7.3       Straddle Periods. For purposes of
this Article, in the case of any Taxes that are imposed on a periodic basis and
are payable for a Tax period that includes (but does not end on) the Closing
Date, the portion of such Tax that relates to the Pre-Closing Tax Period will
(a) in the case of any Taxes other than Taxes based upon or related to income or
receipts, be deemed to equal the amount of such Tax for the entire Tax period
multiplied by a fraction the numerator of which is the number of days in the Tax
period ending on the Closing Date and the denominator of which is the number of
days in the entire Tax period, and (b) in the case of any Tax based upon or
related to payroll, income or receipts, be deemed to equal the amount that would
be payable if the relevant Tax period ended on the Closing Date.


7.4       Cooperation on Tax Matters.
Investor and Orgenesis Parent will cooperate, as and to the extent reasonably
requested by the other Party, in connection with the filing and preparation of
Tax Returns pursuant to this Article and any Proceeding related thereto. Such
cooperation will include the retention and (upon the other Party’s request) the
provision of records and information that are reasonably relevant to any such
Proceeding and making employees available on a mutually convenient basis to
provide additional information and explanation of any material provided
hereunder. Investor and Orgenesis Parent will retain all books and records with
respect to Tax matters pertinent to the Company and its Subsidiaries relating to
any Tax period beginning before the Closing Date until thirty (30) days after
the expiration of the statute or period of limitations of the respective Tax
periods.


7.5       Certain Taxes. All transfer
(including real estate transfer), documentary, sales, use, stamp, registration
and other such Taxes and fees (including any penalties and interest) incurred in
connection with this Agreement or the Transactions will be paid by Orgenesis
Parent when due, and Orgenesis Parent will, at its own expense, file all
necessary Tax Returns and other documentation with respect to all such transfer,
documentary, sales, use, stamp, registration and other Taxes and fees, and, if
required by applicable Law, the Company and Investor will join in the execution
of any such Tax Returns and other documentation. 

ARTICLE 8 

DEFINITIONS 

 “Accountants” has the meaning
set forth in Section 1.5. 

 “Adverse Consequences” means
all actions, suits, Proceedings, charges, complaints, claims, Orders, dues,
penalties, fines, costs, amounts paid in settlement, liabilities, obligations,
Taxes, Liens, losses, damages, deficiencies, costs of investigation, court
costs, and other expenses (including interest, penalties and 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. 

-41- 




 “Advisory Services Agreements”
  means that certain Advisory Services Agreement dated as of the date hereof
  between the Company and Great Point Partners, LLC, and that certain Transaction
  Services Agreement dated as of the date hereof between the Company and GPP
  Securities, LLC, each in the applicable form attached hereto as Exhibit
A. 

 “Affiliate” means, with respect
to the Person to which it refers, (a) a Person that directly or indirectly,
through one or more intermediaries, controls, is controlled by or is under
common control with, such Person, (b) any officer, director, manager or
equityholder of such Person, (c) any parent, sibling, descendant or spouse of
such Person or of any of the Persons referred to in clauses (a) and (b), and (d)
any corporation, limited liability company, general or limited partnership,
trust, association or other business or investment entity that directly or
indirectly, through one or more intermediaries controls, is controlled by or is
under common control with any of the foregoing individuals. For purposes of this
definition, the term “control” of a Person shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies, whether through the ownership of voting securities, by Contract or
otherwise. 

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

 “Amended and Restated Certificate
of Incorporation” means that certain Amended and Restated Certificate of
Incorporation of the Company filed with the State of Delaware as of the date
hereof, in the form of Exhibit B attached hereto. 

 “Ancillary Agreements” means
all of the agreements, documents and instruments executed and delivered pursuant
to this Agreement or the Reorganization. 

 “Applicable Area” means (a)
anywhere in the world, but if such area is determined by judicial action to be
too broad, then it means (b) Europe, North America and Asia, but if such area is
determined by judicial action to be too broad, then it means (c) any country in
which Orgenesis Parent, the Company or their Subsidiaries engaged in Business
prior to the Closing Date, but if such area is determined by judicial action to
be too broad, then it means (d) any state or locality within any country in
which Orgenesis Parent, the Company or their Subsidiaries engaged in Business
prior to the Closing Date.

 “Business” means the business
of providing manufacturing and development services to third parties related to
cell and gene therapy products, processes and solutions and providing related
manufacturing or development services, and the creation and development of
technology, Intellectual Property, tools and optimizations in connection with
such manufacturing and development services for third parties; provided,
however, that notwithstanding the foregoing, research, manufacturing,
development and all other activities related to the development, discovery,
manufacturing and commercialization of therapeutic products and the process,
methods or services thereof (including, without limitation, such therapeutic
products in which Orgenesis Parent has an economic interest or any relationship
with any Third Party in which Orgenesis has an economic interest or that are
created, developed, manufactured or sold by a joint venture, partnership or collaboration between Orgenesis
and a Third Party) with a Third Party shall not, for purposes of this Agreement,
be considered part of the “Business”. 

-42- 




 “Business Day” means any day
  that is not a Saturday, Sunday or any other day on which banks are required or
authorized by Law to be closed in New York, New York. 

 “Cap” has the meaning set forth
in Section 6.4(b). 

 “Cash” means the aggregate
amount of cash and cash equivalents of the Company and its Subsidiaries on a
consolidated basis as of the Closing Date as determined in accordance with GAAP,
excluding any Restricted Cash; provided, that if such aggregate amount of
cash and cash equivalents is a negative number, then it shall include the amount
of all fees, penalties or interest related to such negative amount of Cash. 

 “Cash Payment” means the amount
equal to (a) $11,800,000, minus (b) the Working Capital Deficit, if any,
minus (c) the Debt Amount, minus (d) the Cash Shortfall, if any.


 “Cash Payment Shortfall” has
the meaning set forth in Section 1.4(b). 

 “Cash Shortfall” means the
amount (if any) by which the amount of Cash is less than the Required Cash. 

 “Change of Control Transaction”
has the meaning set forth in Section 9.18.

 “Closing” has the
  meaning set forth in Section 1.9. 

 “Closing Date” has the meaning
set forth in Section 1.9. 

 “Closing Statement” has the
meaning set forth in Section 1.5. 

 “Code” means the Internal
Revenue Code of 1986, as amended, and any applicable rules and regulations
thereunder, and any successor to such statute, rules or regulations. 

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

 “Company Common Stock” has the
meaning set forth in Section 3.3(a). 

 “Company Insurance Agreements”
has the meaning set forth in Section 3.14.

 “Company Preferred
  Stock” has the meaning set forth in Section 1.1. 

 “Company Securities” has the
meaning set forth in Section 3.3(a). 

 “Confidential Information”
means any information concerning the Company or the Business and the business
and affairs of the Company and its Subsidiaries not already generally available
to the public. 

-43- 




 “Consent” means, with respect
to any Person, any consent, approval, authorization, permission or waiver of, or
registration, declaration or other action or filing with or exemption by such
Person.

 “Contract” means any oral or
written contract, obligation, understanding, commitment, lease, license,
purchase order, bid or other agreement. 

 “Copyrights” has the meaning
set forth in Section 3.12(c). 

 “Customer” means any Person who
(a) purchased or licensed services of the Business from the Company or any of
its Subsidiaries (or their predecessors) during the three (3) years prior to the
Closing Date, (b) was called upon or solicited by the Company or any of its
Subsidiaries (or their predecessors) during such three (3) year period if such
solicitation relates to the Business, or (c) was a distributor, sales
representative, agent or broker for the Company or any of its Subsidiaries
during such three (3) year period with respect to the Business. Notwithstanding
the foregoing, the term “Customer” shall not include (i) any Third Party or (ii)
any Person purchasing or licensing products from or providing or receiving
services from/to the Company that do not relate to the Business. 

 “Debt” means any (a)
obligations relating to indebtedness for borrowed money, (b) obligations
evidenced by bonds, notes, debentures or similar instruments, (c) obligations in
respect of capitalized leases (calculated in accordance with GAAP), (d) the
principal or face amount of banker’s acceptances, surety bonds, performance
bonds or letters of credit (in each case whether or not drawn), (e) obligations
for the deferred purchase price of property or services, including, without
limitation, the maximum potential amount payable with respect to earnouts,
purchase price adjustments or other payments related to acquisitions (other than
current accounts payable to suppliers and similar accrued liabilities incurred
in the Ordinary Course of Business, paid in a manner consistent with industry
practice and reflected as a current liability in the final calculation of
Working Capital), (f) obligations under any existing interest rate, commodity or
other swap, hedge or financial derivative agreement entered into by the Company
or its Subsidiaries prior to Closing, (g) Off-Balance Sheet Financing of the
Company or its Subsidiaries in existence immediately prior to the Closing, (h)
other long term or non-ordinary course liabilities, (i) obligations relating to
any annual bonuses of employees of the Company and its Subsidiaries for the
calendar year 2017 or prior (including any payroll, employment or other Taxes
required to be paid in connection therewith), (j) obligations relating to any
Taxes imposed on or incurred by the Company and its Subsidiaries with respect to
all periods prior to the Closing Date to the extent not included in Working
Capital, (k) obligations related to any deferred compensation or other unfunded
or underfunded retirement or pension plan, fund, program, or other benefits of
the Company or its Subsidiaries (including any amounts the Company or any of its
Subsidiaries are required to pay in connection with defined contribution schemes
(including any minimum returns related thereto)), (l) all accounts payable of
the Company and its Subsidiaries that have been outstanding for more than 90
days, (m) indebtedness or obligations of the types referred to in the preceding
clauses (a) through (l) of any other Person secured by any Lien on any assets of
the Company or any of its Subsidiaries, even though the Company and its
Subsidiaries have not assumed or otherwise become liable for the payment
thereof, and (n) obligations in the nature of guarantees of obligations of the
type described in clauses (a) through (l) above of any other Person, in each
case together with all accrued interest thereon and any applicable prepayment,
redemption, breakage, make-whole or other premiums, fees or penalties. 

-44- 




 “Debt Amount” means all Debt of
  the Company and its Subsidiaries (on a consolidated basis) as of the Closing
  Date plus, without duplication, any amounts required to fully pay or
  otherwise satisfy all such Debt (including, but not limited to, any prepayment
  premium or penalty, breakage costs, accrued interest and costs and
expenses).

 “Designated Courts” has the
meaning set forth in Section 9.17. 

 “Designated Intellectual
Property” has the meaning set forth in Section 3.12(c). 

 “Designated Pre-Closing
Liabilities” means any liability or obligation of the Company and its
Subsidiaries other than: (a) liabilities for accounts payable, accrued expenses
and other current liabilities of the Company and its Subsidiaries as of the
Closing to the extent accrued for and reflected as a current liability in the
final calculation of Working Capital; (b) liabilities and obligations for
accrued wages, commissions, annual bonuses, accrued vacation and other amounts
payable to the Company’s and its Subsidiaries’ employees as of the Closing to
the extent specifically accrued for and reflected as a current liability in the
final calculation of Working Capital; and (c) liabilities under Contracts first
arising or becoming payable after the Closing Date, excluding, however, any such
liabilities resulting from or relating to any breach, default, violation or
occurrence of a contingency thereunder occurring on or prior to the Closing
Date. 

 “Disclosure Schedule” means the
disclosure schedule delivered by Orgenesis Parent and the Company to Investor on
the date hereof. 

 “EBITDA” means, for the
relevant time period, the amount equal to the sum of (a) Net Income attributable
to the Company during such period, plus (b) to the extent (but only to
the extent) deducted in determining such Net Income attributable to the Company,
without duplication, (i) all interest expense for such period, (ii) all charges
against Net Income for such period for federal, state and local income Taxes and
deferred tax charges, (iii) all depreciation expenses for such period, and (iv)
all amortization expenses for such period, and (iv) any extraordinary expenses
or losses (including losses on the sale of assets outside the Ordinary Course of
Business) to the extent realized during such period (subject to the Investor’s
approval of any such “add back” items (such approval not to be unreasonably
withheld)) minus (c) to the extent (but only to the extent) added in
determining such Net Income attributable to the Company (i) all interest income
during such period and (ii) any extraordinary income or gains (including gains
on the sales of assets outside of the Ordinary Course of Business), to the
extent realized during such period. Notwithstanding anything in this Agreement
to the contrary, (x) if the Company or any of its Subsidiaries engages in an
acquisition, joint venture or similar transaction prior to the end of the
applicable Measurement Period, then EBITDA will be calculated without giving
effect to such acquisition, joint venture or similar transaction (or the
business acquired thereby), (y) the initial costs and expenses of organizing and
establishing the operations of the Company’s Subsidiary based in the United
States shall not be included in any calculation of EBITDA, (z) all inter-company
revenues, costs and expenses among the Company and any of its Subsidiaries shall
be eliminated for purposes of calculating EBITDA, (aa) all non-cash expenses (such as for example stock based compensation)
shall not be included in any calculation of EBITDA, (bb) during the period
beginning on the Closing Date and ending two (2) years after the Closing Date
only, the cost of the annual compensation of Darren Head and any Chief Financial
Officer of the Company hired after the date hereof shall not be included in any
calculation of EBITDA, and (cc) all management fees paid by the Company pursuant
to Section 6 of that certain Advisory Services Agreement dated as of the date
hereof between the Company and Great Point Partners, LLC shall not be included
in any calculation of EBITDA. 

-45- 




 “Employee Benefit Plan” means
  any (a) pension plan or deferred compensation or retirement plan, fund, program,
  or arrangement, (b) equity-based plan, program, or arrangement (including any
  stock or equity interest option, stock or equity interest purchase, stock or
  equity interest ownership, stock or equity interest appreciation, phantom stock
  or equity interest, or restricted stock or equity interest plan) or (c) other
  retirement, severance, bonus, profit-sharing, incentive, health, dental,
  medical, surgical, hospital, indemnity, welfare, sickness, accident, disability,
  death, apprenticeship, training, day care, scholarship, tuition reimbursement,
  education, adoption assistance, prepaid legal services, termination,
  unemployment, vacation or other paid time off, change in control, or other
  similar plan, fund, program, or arrangement, whether written or unwritten, that
  is sponsored, maintained, or contributed to, or required to be maintained or
  contributed to, by the Company or any of its Subsidiaries or any other Person
  for the benefit of any present or former officers, employees, agents, directors,
  consultants, or independent contractors of the Company or any of its
Subsidiaries. 

 “Employment Agreement” means
that certain Employment Agreement dated as of the date hereof between the
Company and Darren Head, in the form of Exhibit C attached hereto.

 “Environmental, Health, and Safety
Requirements” means all Laws and Orders concerning public health and safety,
worker and occupational health and safety, natural resources and pollution or
protection of the environment, including all those relating to the presence,
use, production, generation, handling, transportation, treatment, storage,
disposal, distribution, labeling, testing, processing, discharge, release,
threatened release, control, or cleanup of any Hazardous Substances, materials,
or wastes, chemical substances, or mixtures, pesticides, pollutants,
contaminants, toxic chemicals, petroleum products or byproducts, fuel oil
products and byproducts, mold, asbestos, polychlorinated biphenyls, noise, or
radiation.

 “Estimated Cash Payment” has
the meaning set forth in Section 1.3.

 “Excluded Representations”
  has the meaning set forth in Section 6.3.

 “Final Cash Payment” has
  the meaning set forth in Section 1.5. 

 “Financial Statements” has the
meaning set forth in Section 3.7(a).

 “First Future Payment” has
  the meaning set forth in Section 1.6(a).

 “First Period EBITDA
    Shortfall” has the meaning Section 1.6. 

 “First Period Net Revenue
Shortfall” has the meaning Section 1.6. 

-46- 




 “First Measurement Period” has
the meaning set forth in Section 1.6(a). 

“First Milestones” has
  the meaning set forth in Section 1.6(a).

 “Future Payments” means the
First Future Payment and the Second Future Payment, collectively. 

 “Future Payment Objections
Statement” has the meaning specified in Section 1.7. 

“Future
  Payment Report” has the meaning specified in Section 1.7. 

 “GAAP” means generally accepted
accounting principles in the United States as set forth in pronouncements of the
Financial Accounting Standards Board (and its predecessors) and the American
Institute of Certified Public Accountants. 

 “General Survival Date” has the
meaning set forth in Section 6.3. 

 “Governmental Body” means any
foreign or domestic federal, state or local government or quasi-governmental
authority or any department, agency, subdivision, court or other tribunal of any
of the foregoing. 

 “Hazardous Substances” means
(a) petroleum or petroleum products, flammable materials, explosives,
radioactive materials, radon gas, lead-based paint, asbestos in any form, urea
formaldehyde foam insulation, polychlorinated biphenyls (PCBs), transformers or
other equipment that contain dielectric fluid containing PCBs and toxic mold or
fungus of any kind or species, (b) any chemicals or other materials or
substances which are defined as or included in the definition of “hazardous
substances,” “hazardous wastes,” “hazardous materials,” “toxic substances,”
“toxic pollutants,” “contaminants,” “pollutants,” or words of similar import
under any applicable Environmental, Health, and Safety Requirements, and (c) any
other chemical, material or substance exposure to which is prohibited, limited
or regulated under any applicable Environmental, Health, and Safety
Requirements. 

 “Improvements” means all
buildings, structures, fixtures, building systems and equipment, and all
components thereof (including the roof, foundation and structural elements),
included in the Leased Real Property. 

 “Indemnified Party” has the
meaning set forth in Section 6.6(a).

 “Indemnifying Party” has the
  meaning set forth in Section 6.6(a). 

“Indemnity Claim” has the
  meaning set forth in Section 6.8. 

 “Intellectual Property” means
all intellectual property, whether registered or unregistered, including the
following in any jurisdiction throughout the world: (a) all inventions (whether
patentable or unpatentable and whether or not reduced to practice), all
improvements thereto, and all patents, patent applications, and patent
disclosures, together with all reissuances, continuations,
continuations-in-part, divisions, extensions, and reexaminations thereof, (b)
all trademarks, service marks, trade dress, logos, slogans, trade names
(including social media user names), corporate and business names, Internet domain names,
and rights in telephone numbers, together with all translations, adaptations,
derivations, and combinations thereof and including all goodwill associated
therewith, and all applications, registrations, and renewals in connection
therewith, (c) all copyrightable works, all copyrights, and all applications,
registrations, and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets and confidential business information (including ideas, research and
development, know-how, formulas, compositions, manufacturing and production
processes and techniques, technical data and information, data rights, materials
designs, drawings, specifications, customer and supplier lists, pricing and cost
information, and business and marketing plans and proposals), (f) all Software,
(g) all material advertising and promotional materials, (h) all other
proprietary rights, and (i) all copies and tangible embodiments thereof (in
whatever form or medium). Intellectual Property of the Company shall include any
such Intellectual Property listed in the relevant schedules of the Disclosure
Schedule.

-47- 




 “Intellectual Property
  Agreements” means any Contract pursuant to which the Company or any of its
  Subsidiaries uses Intellectual Property which is not owned by the Company or one
  of its Subsidiaries or pursuant to which the Company or any of its Subsidiaries
  grants any other Person the any rights with respect to any Intellectual Property
owned or licensed by the Company or any of its Subsidiaries. 

 “Investor” has the meaning
set forth in the preface. 

 “Investor Expenses” means
any and all legal, accounting, tax, financial advisory and other professional or
transaction related costs, fees and expenses incurred by Great Point Partners,
LLC, Investor or their Affiliates in connection with this Agreement or in
investigating, pursuing or completing the Transactions (including any amounts
owed to any consultants, auditors, accountants, attorneys, brokers or investment
bankers), as evidenced by appropriate written invoices. 

 “Investor Indemnitees” has
the meaning set forth in Section 6.1(a). “Israel Sub” has the
meaning set forth in the Preliminary Statements. 

 “Knowledge” means (a) in
the case of an individual, the actual knowledge of such individual, upon
reasonable inquiry and (b) in the case of Orgenesis Parent, the Company, and
their Subsidiaries, the actual knowledge of Vered Caplan, Fred Tonglet, David
Kim, Ohad Karnieli, Nufar Gross and Denis Bedoret in each case upon reasonable
inquiry of such Person’s direct reports who hold executive office or management
positions. 

 “Law” means any foreign or
domestic federal, state or local law, statute, code, ordinance, regulation,
rule, directive, consent agreement, constitution or treaty of any Governmental
Body, including common law. 

 “Leased Real Property”
means all leasehold or subleasehold estates and other rights to use or occupy
any land, buildings, structures, Improvements, fixtures or other interest in
real property held by the Company or any of its Subsidiaries. 

-48- 




 “Leases” means all written
or oral leases, subleases, licenses, easements, concessions and other
agreements, including all amendments, extensions, renewals, guaranties, and
other agreements with respect thereto, pursuant to which the Company or any of
its Subsidiaries holds any Leased Real Property. 

 “Lien” means any lien,
mortgage, pledge, encumbrance, charge, security interest, adverse claim,
liability, interest, charge, preference, priority, proxy, transfer restriction
(other than restrictions under the Securities Act and state securities Laws),
encroachment, Tax, order, community property interest, equitable interest,
option, warrant, right of first refusal, easement, profit, license, servitude,
right of way, covenant, condition or zoning restriction. 

 “Material Adverse Effect”
means any event, change, development, or effect that, individually or in the
aggregate, will or could reasonably be expected to have a materially adverse
effect on (a) the business, operations, assets (including intangible assets),
liabilities, operating results, or financial condition of the Company or any of
its Subsidiaries or (b) the ability of the Company or Orgenesis Parent to
consummate timely the Transactions. 

 “Material Contracts”
means, collectively, the Contracts required to be listed in Section 3.13(a)
of the Disclosure Schedule, the Leases, the Intellectual Property
Agreements, and the Company Insurance Agreements. 

 “Material Customers” has
the meaning set forth in Section 3.22(a). 

“Material Vendors” has
  the meaning set forth in Section 3.22(a). 

 “Measurement Periods”
means the First Measurement Period and the Second Measurement Period,
collectively. 

 “Most Recent Balance
Sheet” means the balance sheet contained within the Most Recent Financial
Statements. 

 “Most Recent Financial
Statements” has the meaning set forth in Section 3.7(a). 

“Most
  Recent Fiscal Month End” has the meaning set forth in Section 3.7(a) . 

 “Most Recent Fiscal Year
End” has the meaning set forth in Section 3.7(a). 

 “Net Income” means, for
any period of determination, net earnings (or net loss) of the Company and its
Subsidiaries on a consolidated basis for such period, but excluding (without
duplication) (a) any income or gains or losses from the collection of the
proceeds of any insurance policies or settlements, (b) any restoration to income
of any contingency reserve, except to the extent that provision for such reserve
was made out of income accrued during the Measurement Periods, (c) any income or
gain or loss during such period from (i) any prior period adjustments resulting
from any change in accounting principles in accordance with GAAP or (ii) any
discontinued operations or disposition thereof, and (d) any income or gains or
losses resulting from the retirement or extinguishment of Debt or the
acquisition of any securities. 

 “Net Names” has the
meaning set forth in Section 3.12(h). 

-49- 




  "Net
Revenue”means, for the relevant time period, the revenue (net of
discounts, returns, price adjustments, refunds, rebates, credits, offsets and
allowances) generated by the Company and its Subsidiaries on a consolidated
basis for such time period. Notwithstanding anything in this Agreement to the
contrary, if the Company or any of its Subsidiaries engages in an acquisition,
joint venture, disposition or similar transaction prior to the end of the
applicable Measurement Period, then Net Revenue will be calculated without
giving effect to such acquisition, joint venture, disposition or similar
transaction (or the business acquired thereby). 

 “Objections Statement” has the
meaning set forth in Section 1.5.

 “Off-Balance Sheet
Financing” means (a) any liability of the Company or any of its Subsidiaries
under any sale and leaseback transactions which does not create a liability on
the consolidated balance sheet of the Company and (b) any liability of the
Company or any of its Subsidiaries under any synthetic lease, Tax retention
operating lease, off-balance sheet loan or similar off-balance sheet financing
product where the transaction is considered indebtedness for borrowed money for
federal income Tax purposes but is classified as an operating lease in
accordance with GAAP for financial reporting purposes. 

 “Order” means any foreign
or domestic order, award, decision, injunction, judgment, ruling, decree,
charge, writ, subpoena or verdict entered, issued, made or rendered by any
Governmental Body or arbitrator. 

 “Ordinary Course of
Business” means the ordinary course of business consistent with past custom
and practice (including with respect to quantity and frequency). 

 “Organizational Documents”
means (a) any certificate or articles of incorporation, bylaws, certificate or
articles of formation, operating agreement or partnership agreement, (b) any
documents comparable to those described in clause (a) as may be applicable
pursuant to any Law, and (c) any amendment or modification to any of the
foregoing. 

 “Orgenesis Indemnitees”
has the meaning set forth in Section 6.2. 

 “Orgenesis Manufacturing
Agreement” has the meaning set forth in Section 3.21(b). 

 “Orgenesis Parent” has the
meaning set forth in the preface. 

 “Orgenesis Transaction
Expenses” means any and all (a) legal, accounting, tax, financial advisory,
environmental consultants and other professional or transaction related costs,
fees and expenses incurred by Orgenesis Parent, its Affiliates, the Company or
any of its Subsidiaries in connection with this Agreement or in investigating,
pursuing or completing the Transactions (in each case including any amounts owed
to any consultants, auditors, accountants, attorneys, brokers or investment
bankers), (b) payments, bonuses or severance which become due or are otherwise
required to be made by Orgenesis Parent, its Affiliates, the Company or any of
its Subsidiaries as a result of or in connection with the Closing or as a result
of any change of control or other similar provisions, and (c) payroll,
employment or other Taxes, if any, required to be paid by Orgenesis Parent, its
Affiliates, the Company or any of its Subsidiaries with respect to the amounts
payable pursuant to this Agreement, the amounts described in clause (a) and (b),
or the forgiveness of any loans or other obligations owed by
Orgenesis Parent or employees in connection with the Transactions. 

-50- 




 “Party” has the meaning
set forth in the preface. 

 “Patents” has the meaning
set forth in Section 3.12(c)(i). 

 “Permit” means any
license, import license, export license, franchise, Consent, permit,
certificate, certification, certificate of occupancy or Order issued by any
Person. 

 “Permitted Lien” means any
(a) statutory liens for Taxes not yet due or payable or for Taxes that the
Company or any of its Subsidiaries are contesting in good faith through
appropriate proceedings in a timely manner, in each case for which adequate
reserves have been established and shown on the Most Recent Balance Sheet, (b)
statutory liens of landlords, carriers, warehousemen, workmen, repairmen,
mechanics, materialmen and similar liens arising in the Ordinary Course of
Business and not incurred in connection with the borrowing of money, (c)
restrictions, easements, covenants, reservations, rights of way or other similar
matters of title to the Leased Real Property of record, and (d) zoning
ordinances, restrictions, prohibitions and other requirements imposed by any
Governmental Body, all of which do not materially interfere with the conduct of
the Business. 

 “Person” means any
individual, corporation, partnership, limited liability company, firm, joint
venture, association, joint-stock company, trust, unincorporated organization,
Governmental Body or other entity. 

 “Personal Information”
refers to data that, separately or when combined with other data, can be used to
identify an individual person, including, without limitation, name, address,
email address, photograph, IP address, and unique device identifier. 

 “Pre-Closing Tax Period”
means any taxable period ending on or before the Closing Date and the portion
through the end of the Closing Date for any taxable period that includes (but
does not end on) the Closing Date. 

 “Privacy Laws” means all
Laws and industry self-regulatory programs concerning the creation, receipt,
maintenance, transmission, use, disclosure, processing, protection, collection,
analysis, retention, storage, privacy, security, breach, transfer, destruction,
or disposal of Personal Information including, without limitation, foreign,
state and local consumer protection Laws, foreign, state and local breach
notification Laws. 

 “Proceeding” means any
foreign or domestic action, hearing, proceeding, audit, lawsuit, litigation,
grievance, investigation or arbitration (in each case, whether civil, criminal
or administrative) pending by or before any Governmental Body or arbitrator.


 “Proper Approval” has the
meaning set forth in Section 1.6(a). 

 “Properly Approved” has
the meaning set forth in Section 1.6(a). 

 “Purchase Price” has the
meaning set forth in Section 1.2. 

-51- 




 “QMS License Agreement”
has the meaning set forth in Section 4.11. 

 “Receivables” has the
meaning set forth in Section 3.7(c). 

 “Released Claims” has the
meaning set forth in Section 4.8. 

 “Released Parties” has the
meaning set forth in Section 4.8. 

 “Releasors” has the
meaning set forth in Section 4.8. 

 “Reorganization” has the
meaning set forth in the Preliminary Statements. 

 “Required Cash” means an
amount of Cash equal to $2,407,771. 

 “Restricted Cash” means
any Cash held in escrow, any deposits, Cash held for, or on behalf of, or owed
to, any clients or customers and any other Cash if the use of, or access to,
such Cash is restricted. 

 “Restricted Period” means
a period of four (4) years following Closing. 

 “Rule 144” has the meaning
set forth in Section 2.2(j). 

 “Second Future Payment”
has the meaning set forth in Section 1.6(b). 

 “Second Measurement
Period” has the meaning set forth in Section 1.6(b). 

 “Second Milestones” has
the meaning set forth in Section 1.6(b).

 “Securities” has the
meaning set forth in Section 2.2(g). 

 “Securities Act” means the
Securities Act of 1933, as amended, and any applicable rules and regulations
thereunder, and any successor to such statute, rules or regulations. 

 “Securities Exchange Act”
means the Securities Exchange Act of 1934, as amended, and any applicable rules
and regulations thereunder, and any successor to such statute, rules or
regulations. 

 “Software” means computer
software programs (and all enhancements, versions, releases, and updates
thereto), including software compilations, software tool sets, compilers, higher
level or “proprietary” languages and all related programming and user
documentation, whether in source code, object code or human readable form, or
any translation or modification thereof that substantially preserves its
original identity. 

 “South Korea Sub” has the
meaning set forth in the Preliminary Statements. 

 “Stockholders’ Agreement”
means that certain Stockholders’ Agreement of the Company dated as of the date
hereof among the Company, Investor and Orgenesis Parent, in the form of
Exhibit D attached hereto. 

-52- 




 “Stockholders’ Agreement
Terms” means Sections 3.2, 3.5, 3.7, 3.9,
3.10, 3.11, 3.12 and Article 4 of the Stockholders’
Agreement, that must be approved by the shareholders of Orgenesis Parent. 

 “Subsidiary” means, with
respect to any Person, any corporation, limited liability company, partnership,
association, or other entity of which (a) if a corporation, fifty percent (50%)
or more of the total voting power of shares of stock entitled (without regard to
the occurrence of any contingency) to vote in the election of directors,
managers, or trustees thereof is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof or (b) if a limited liability company,
partnership, association, or other entity (other than a corporation), fifty
percent (50%) or more of partnership or other similar ownership interest thereof
is at the time owned or controlled, directly or indirectly, by that Person or
one or more Subsidiaries of that Person or a combination thereof and for this
purpose, a Person or Persons also owns fifty percent (50%) or more of an
interest in any entity if such Person or Persons shall be allocated fifty
percent (50%) or more of such entity’s gains or losses or shall be or control
any manager, management board, managing director or general partner of such
entity. The term “Subsidiary” shall include
all Subsidiaries of such Subsidiary and for the avoidance of doubt the South
Korea Sub and the Israel Sub are considered Subsidiaries of the Company.

 “Subsidiary Proceeds” has
the meaning set forth in Section 1.10. 

 “Systems” has the meaning
set forth in Section 3.20. 

 “Tax” or “Taxes”
means any federal, state, local and foreign net income, alternative or add-on
minimum, estimated, gross income, gross receipts, sales, use, ad valorem, value
added, transfer, franchise, capital profits, lease, service, license,
withholding, payroll, employment, excise, severance, stamp, occupation, premium,
property, abandoned property or escheat, environmental or windfall profit tax,
customs duty or other tax, governmental fee or other like assessment or charge
of any kind whatsoever (and any liability incurred or borne by virtue of the
application of Treasury Regulation Section 1.1502 -6 (or any similar or
corresponding provision of state, local or foreign Law), as a transferee or
successor, by contract or otherwise), together with all interest, penalties,
additions to tax and additional amounts with respect thereto. 

 “Tax Return” means any
return, declaration, report, claim for refund, or information return or
statement relating to Taxes, including any schedule or attachment thereto, and
including any amendment thereof. 

 “Third Party” means any
entity other than the Company or the Subsidiaries with whom Orgenesis Parent or
any of its Subsidiaries has a collaboration, joint venture, partnership or
similar economic relationship for the development of a product with therapeutic
use where the primary purpose of such collaboration, joint venture, partnership
or relationship is not manufacturing related to such product. 

 “Third-Party Claim” has
the meaning set forth in Section 6.6(a). 

 “Threshold” has the
meaning set forth in Section 6.4(a). 

-53- 




 “Trademarks” has the
meaning set forth in Section 3.12(c)(ii). 

 “Transactions” means all
of the transactions contemplated by this Agreement and the Ancillary Agreements,
including but not limited to, the Reorganization. 

 “Working Capital” means an
amount equal to (a) the amount of the current assets (excluding Cash, Restricted
Cash and income Tax assets) of the Company and its Subsidiaries, minus
(b) the amount of the current liabilities (excluding Cash, Debt, income Tax
liabilities and all accounts payable of the Company and its Subsidiaries that
have been outstanding for more than 90 days) of the Company and its
Subsidiaries, in each case determined on a consolidated basis, consistently with
the calculation and principles set forth on Schedule 8.1. For purposes of
clarity, Orgenesis Transaction Expenses shall not be accrued as a liability but
shall be paid by Orgenesis Parent, and the Working Capital shall be otherwise
calculated as if the Transactions had not occurred. 

 “Working Capital Deficit”
means the amount by which the Working Capital as of the Closing Date is less
than negative Four Million Nine Hundred Sixty-One Thousand Six Hundred Ninety
Dollars (-$4,961,690). 

ARTICLE 9 

MISCELLANEOUS 

 9.1        Press Releases and Public
Announcements. No press release or any public announcement relating to the
subject matter of this Agreement shall be made by any Party without the prior
written approval of the other Parties, except (i) the approved press release
attached hereto as Schedule 9.1 and (ii) any press release or public
announcement that is required by applicable Law, in which case the Party
required to make the press release or announcement will allow the other Parties
reasonable time to comment on such press release or announcement in advance of
issuance and shall incorporate such comments into such press release or
announcement. Notwithstanding the foregoing, after the Closing, the Company and
Investor shall be permitted to issue press releases, make public announcements
and communicate with employees, customers and suppliers of Orgenesis Parent.


 9.2        No Third-Party
Beneficiaries. This Agreement shall not confer any rights or remedies upon
any Person other than the Parties and their respective successors and permitted
assigns. 

 9.3        Entire Agreement. This
Agreement (including the documents referred to herein) constitutes the entire
agreement among the Parties and supersedes any prior understandings, agreements,
or representations by or among the Parties, written or oral, to the extent they
relate in any way to the subject matter hereof. 

 9.4        Succession and
Assignment. This Agreement shall be binding upon and inure to the benefit of
the Parties named herein and their respective successors and permitted assigns.
No Party may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of Investor and
Orgenesis Parent; provided, however, that Investor may (a) assign
any or all of its rights and interests hereunder to one or more of its Affiliates and designate one or more of its Affiliates to
perform its obligations hereunder (in any or all of which cases Investor
nonetheless shall remain responsible for the performance of all of its
obligations hereunder) for reorganization purposes; provided, that such
assignment is not to a competitor of the Company and its Subsidiaries, (b)
assign its rights under this Agreement for collateral security purposes to any
lenders providing financing to Investor, the Company or any of their respective
Subsidiaries or Affiliates; provided, that such lender is approved by
Orgenesis Parent (such approval not to be unreasonably withheld), or (c) assign
its rights under this Agreement to any Person that acquires the Company or any
of its Subsidiaries or any of their assets or any of Investor’s equity interests
in the Company. Notwithstanding the foregoing, Orgenesis Parent may assign its
rights under this Agreement without the prior written approval of Investor to
any Person that acquires the Company or any of its Subsidiaries or any of their
assets. 

-54- 




 9.5      Counterparts. This
  Agreement may be executed in one or more counterparts (including by means of
  facsimile or via email in electronic or portable document format (.pdf)
  signature pages), each of which shall be deemed an original but all of which
together will constitute one and the same instrument. 

 9.6       Headings. The section
headings contained in this Agreement are inserted for convenience only and shall
not affect in any way the meaning or interpretation of this Agreement. 

 9.7       Notices. All notices,
requests, demands, claims, and other communications hereunder will be in
writing. Any notice, request, demand, claim, or other communication hereunder
shall be deemed duly given (a) when delivered personally to the recipient, (b)
when sent by electronic mail or facsimile, on the date of transmission to such
recipient, (c) one (1) Business Day after being sent to the recipient by
reputable overnight courier service (charges prepaid), or (d) four (4) Business
Days after being mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid, and addressed to the intended recipient
as set forth below: 

	 	If to Orgenesis 	Orgenesis Inc. 
	 	Parent: 	20271 Goldenrod Lane 
	 	  	Germantown, MD 20876 
	 	  	Attention: Vered Caplan 
	 	  	Fax: 646-878-0801 
	 	  	Email: vered.c@orgenesis.com 
	 	  	  
	 	Copy to: 	Pearl Cohen Zedek Latzer Baratz LLP 
	 		1500 Broadway  
	 	  	New York, NY 10036 
	 	  	Attention: Mark Cohen 
	 	  	Fax: 646-878-0801 
	 	  	Email: MCohen@PearlCohen.com



-55- 





	 	If to the Company: 	Masthercell Global Inc. 
	 	 	c/o Pearl Cohen Zedek Latzer Baratz LLP 
	 		1500 Broadway  
	 	 	New York, NY 10036 
	 	 	Attention: Mark Cohen, Esq. 
	 		Fax: 646-878-0801  
	 	 	Email: vered.c@orgenesis.com 
	 	 	 
	 	Copy to: 	Pearl Cohen Zedek Latzer Baratz LLP 
	 		1500 Broadway  
	 	 	New York, NY 10036 
	 	 	Attention: Mark Cohen 
	 		Fax: 646-878-0801  
	 	 	Email: MCohen@PearlCohen.com 
	 	 	 
	 	Copy to: 	GPP-II Masthercell, LLC 
	 	 	c/o Great Point Partners, LLC 
	 	 	165 Mason Street, 3rd Floor 
	 	 	Greenwich, CT 06830 
	 	 	Attention: Noah F. Rhodes, III 
	 	 	Fax: (203) 971-3320 
	 	 	Email: nrhodes@gppfunds.com 
	 	 	 
	 	Copy to Investor 	McDermott Will & Emery LLP 
	 	Counsel: 	444 West Lake Street, Suite 4000 
	 	 	Chicago, Illinois 60606 
	 	 	Attention: Brooks B. Gruemmer 
	 	 	Fax: (312) 984-7700 
	 	 	Email: bgruemmer@mwe.com 
	 	 	 
	 	Copy to: 	Orgenesis Inc. 
	 	 	20271 Goldenrod Lane 
	 	 	Germantown, MD 20876 
	 	 	Attention: Vered Caplan 
	 		Fax: 646-878-0801  
	 	 	Email: vered.c@orgenesis.com 
	 	 	 
	 	Copy to: 	Pearl Cohen Zedek Latzer Baratz LLP 
	 		1500 Broadway  
	 	 	New York, NY 10036 
	 	 	Attention: Mark Cohen 
	 		Fax: 646-878-0801  
	 	 	Email: MCohen@PearlCohen.com



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	 	If to Investor: 	GPP-II Masthercell, LLC 
	 	  	c/o Great Point Partners, LLC 
	 	  	165 Mason Street, 3rd Floor 
	 	  	Greenwich, CT 06830 
	 	  	Attention: Noah F. Rhodes, III 
	 	  	Fax: (203) 971-3320 
	 	  	Email: nrhodes@gppfunds.com 
	 	  	  
	 	Copy to Investor 	McDermott Will & Emery LLP 
	 	Counsel: 	444 West Lake Street, Suite 4000 
	 	  	Chicago, Illinois 60606 
	 	  	Attention: Brooks B. Gruemmer 
	 	  	Fax: (312) 984-7700 
	 	  	Email: bgruemmer@mwe.com 


Any Party may change the address to which notices, requests,
demands, claims, and other communications hereunder are to be delivered by
giving the other Parties notice in the manner herein set forth. 

 9.8       Governing Law. This
Agreement and any claim, controversy or dispute arising out of or related to
this Agreement, any of the Transactions, the relationship of the Parties, and/or
the interpretation and enforcement of the rights and duties of the Parties,
whether arising in contract, tort, equity or otherwise, shall be governed by and
construed in accordance with the domestic Laws of the State of Delaware
(including in respect of the statute of limitations or other limitations period
applicable to any such claim, controversy or dispute), without giving effect to
any choice or conflict of Law provision or rule (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the Laws
of any jurisdiction other than the State of Delaware. 

 9.9       Amendments and
Waivers. No amendment of any provision of this Agreement shall be valid
unless the same shall be in writing and signed by Investor and Orgenesis Parent.
No waiver by any Party of any provision of this Agreement or any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be valid unless the same shall be in writing and
signed by the Party making such waiver nor shall such waiver be deemed to extend
to any prior or subsequent default, misrepresentation, or breach of warranty or
covenant hereunder or affect in any way any rights arising by virtue of any
prior or subsequent such occurrence. 

 9.10       Injunctive Relief.
The Parties hereby agree that, in the event of breach of Sections 4.1,
4.3, 4.4, 4.5, or 4.6 of this Agreement, damages
would be difficult, if not impossible, to ascertain, that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached,
and that the character, periods and geographical area and the scope of the
restrictions on Orgenesis Parent’s activities in Sections 4.4, 4.5
and 4.6 are fair and reasonably required for the protection of Investor
and its Affiliates. It is accordingly agreed that, in addition to and without
limiting any other remedy or right it may have, Investor shall be entitled to an
injunction or other equitable relief in any court of competent jurisdiction,
without any necessity of proving damages or any requirement for the posting of a bond
or other security, enjoining any such breach of Sections 4.1, 4.3, 4.4, 4.5, or 4.6 and enforcing specifically the terms and
provisions. Orgenesis Parent and Investor hereby (a) waives any and all defenses
it may have on the ground of lack of jurisdiction or competence of the court to
grant such an injunction or other equitable relief and (b) acknowledges that
Orgenesis Parent and Investor shall receive significant benefits as a result of
the completion of the Transactions. 

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 9.11       Severability. Any
  term or provision of this Agreement that is invalid or unenforceable in any
  situation in any jurisdiction shall not affect the validity or enforceability of
  the remaining terms and provisions hereof or the validity or enforceability of
  the offending term or provision in any other situation or in any other
jurisdiction. 

 9.12       Expenses. Except as
otherwise expressly provided in this Agreement, each Party will bear its own
costs and expenses (including legal fees and expenses) incurred in connection
with this Agreement and the Transactions; provided, that (a) all
Orgenesis Transaction Expenses shall be paid by Orgenesis Parent and (b) upon
consummation of the Transactions, the Investor Expenses will be assumed and paid
by the Company up to an amount not to exceed $1,500,000. 

 9.13       Construction. The
Parties have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties
and no presumption or burden of proof shall arise favoring or disfavoring any
Party by virtue of the authorship of any of the provisions of this Agreement.
Any reference to any Law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word “including” shall mean including without limitation. 

 9.14       Incorporation of Exhibits
and Disclosure Schedule. The Exhibits, Disclosure Schedule and other
Schedules identified in this Agreement are incorporated herein by reference and
made a part hereof. 

 9.15       Schedules. Any item
or information set forth in the Disclosure Schedule shall be deemed fully
disclosed to the extent the relevance of such item or information is reasonably
apparent from the face of such disclosure. The Parties intend that each
representation, warranty, and covenant contained herein shall have independent
significance. If any Party has breached any representation, warranty or covenant
contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter
(regardless of the relative levels of specificity) which the Party has not
breached shall not detract from or mitigate the fact that the Party is in breach
of the first representation, warranty, or covenant. Investor has been provided
full and complete copies of all documents referred to on the Disclosure
Schedule. The Investor shall have no recourse of any kind against Orgenesis
Parent, the Company or any of their Subsidiaries pursuant to Section
6.1(a)(i) with respect matters or items that are properly disclosed as
exceptions to such representation and warranty in the applicable section(s) of
the Disclosure Schedule and in accordance with this Section 9.15. 

 9.16       Waiver of Jury Trial.
EACH OF THE PARTIES WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS AGREEMENT
IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY,
WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF
ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE
FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY
JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR
OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AGREEMENT. 

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 9.17       Exclusive Venue. THE
  PARTIES AGREE THAT ALL DISPUTES, LEGAL ACTIONS, SUITS AND PROCEEDINGS ARISING
  OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT EXCLUSIVELY IN A FEDERAL
  DISTRICT COURT LOCATED IN THE DISTRICT OF DELAWARE OR THE DELAWARE CHANCERY
  COURT IN NEW CASTLE COUNTY, DELAWARE (COLLECTIVELY THE “DESIGNATED
    COURTS”). EACH PARTY HEREBY CONSENTS AND SUBMITS TO THE EXCLUSIVE
  JURISDICTION OF THE DESIGNATED COURTS. NO LEGAL ACTION, SUIT OR PROCEEDING WITH
  RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY OTHER FORUM. EACH PARTY HEREBY
  IRREVOCABLY WAIVES ALL CLAIMS OF IMMUNITY FROM JURISDICTION AND ANY OBJECTION
  WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT,
  ACTION OR PROCEEDING IN ANY DESIGNATED COURT, INCLUDING ANY RIGHT TO OBJECT ON
  THE BASIS THAT ANY DISPUTE, ACTION, SUIT OR PROCEEDING BROUGHT IN THE DESIGNATED
  COURTS HAS BEEN BROUGHT IN AN IMPROPER OR INCONVENIENT FORUM OR VENUE. EACH OF
  THE PARTIES ALSO AGREES THAT DELIVERY OF ANY PROCESS, SUMMONS, NOTICE OR
  DOCUMENT TO A PARTY HEREOF IN COMPLIANCE WITH SECTION 9.7 SHALL BE
  EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN A DESIGNATED
  COURT WITH RESPECT TO ANY MATTERS TO WHICH THE PARTIES HAVE SUBMITTED TO
JURISDICTION AS SET FORTH ABOVE. 

 9.18       Time to Bring Claims.
Pursuant to Section 8106, Title 10 of the Delaware Code, the Parties agree that
this Agreement involves at least U.S. $100,000, and that any Proceeding arising
out of or relating to this Agreement or the Transactions may be brought at any
time within 10 years following the date on which there is a Change of Control
Transaction of the Company (as hereinafter defined); it being the intention of
the Parties that, except as otherwise expressly provided in this Agreement with
respect to shorter periods of time, the Parties shall have the maximum amount of
time permitted under the Laws of the State of Delaware to bring a Proceeding
arising out of or relating to this Agreement or the Transactions. Except as
otherwise expressly provided in Section 6.3 with respect to shorter
periods of time, each Party hereby waives the right to assert any statute of
limitations of less than 10 years following the date of a Change of Control
Transaction of the Company in defense of any such Proceeding; provided,
however, that this waiver shall not bar a defense to any Proceeding that
was not commenced within the 10 year time limit imposed by this Section
9.18. For the purposes of this Section 9.18, the term “Change of
Control Transaction” shall mean the following: (i) the sale of all, or
substantially all, of the assets of the Company to a third party that is
unrelated to the Company or its stockholders; (ii) a merger with or into or
consolidated with another entity under circumstances where the stockholders of the Company immediately
prior to such merger or consolidation do not own after such merger or
consolidation shares representing at least fifty percent (50%) of the voting
power of the Company or the surviving or resulting entity, as the case may be;
or (iii) an acquisition of more than 50% of the outstanding equity of the
Company by a third party that is unrelated to the Company or its
stockholders.

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[Remainder of Page Intentionally Left Blank] 

-60- 




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


	INVESTOR: 
	 	 
	GPP-II MASTHERCELL, LLC 
	  	 
	By: 	 
	Name: 	 
	Title: 	 
	  	 
	COMPANY: 
	 
	MASTHERCELL GLOBAL INC. 
	  	 
	By: 	 
	Name: 	 
	Title: 	 
	  	 
	ORGENESIS
  PARENT: 
	 
	ORGENESIS INC. 
	  	 
	By: 	 
	Name: 	 
	Title: 	 



[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]