Orgenesis Inc.: Exhibit 10.6 - Filed by newsfilecorp.com






AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF 

MASTHERCELL GLOBAL INC. 

The undersigned, as President of Masthercell Global Inc., a
Delaware corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, as amended (the “Corporation”),
does hereby certify that: 

1.      The name of the Corporation is
Masthercell Global Inc. The Corporation was incorporated on December 27, 2017.


2.      The provisions of the
certificate of incorporation of the Corporation, and as herein amended, are
hereby restated and integrated into the single instrument which is hereinafter
set forth, and which is entitled Amended and Restated Certificate of
Incorporation of Masthercell Global Inc. 

3.      The amendments, integration
and restatement of the certificate of incorporation of the Corporation herein
certified have been duly adopted by the board of directors and stockholders of
the Corporation in accordance with the provisions of Sections 141(f), 228, 241
and 245 of the General Corporation Law of the State of Delaware. 

4.      As of the effective date of
this Amended and Restated Certificate of Incorporation, no shares of any stock
have been issued by the Corporation.

5.      This Amended and Restated
Certificate of Incorporation shall be effective upon filing. 

6.      The certificate of
incorporation of the Corporation, as amended, integrated and restated herein,
shall at the effective time of this Amended and Restated Certificate of
Incorporation read in its entirety as follows: 

[CONTINUED ON NEXT PAGE] 




AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 

OF 

MASTHERCELL GLOBAL INC. 

ARTICLE ONE
NAME 

The name of the corporation is Masthercell Global Inc. (the
“Corporation”). 

ARTICLE TWO 
ADDRESS OF REGISTERED AGENT 

The address of the Corporation’s registered office in the State
of Delaware is at 850 New Burton Road, Suite 201, Dover, Delaware, 19904, County
of Kent. The name of its registered agent at such address is Cogency Global Inc.


ARTICLE THREE

PURPOSE 

The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware, as amended from time to time (the “DGCL”).


ARTICLE FOUR
CAPITAL STOCK 

A.      Designation and Amount.
The total number of shares of all classes of stock that the Corporation has
authority to issue is 5,000,000 shares, consisting of 3,000,000 shares of common
stock, with a par value of $0.0001 per share (the “Common Stock”), and
2,000,000 shares of preferred stock, with a par value of $0.0001 per share (the
“Preferred Stock”). 

The following is a statement of the designations and the
powers, privileges and rights and the qualifications, limitations or
restrictions thereof in respect of each class of capital stock of the
Corporation. 

B.      Common Stock. 

1.      Classes of Common
Stock. Of the 3,000,000 shares of Common Stock that the Corporation is
authorized to issue, 2,500,000 shares shall be designated as “Voting Common
Stock” and 500,000 shares shall be designated as “Non-Voting Common Stock.” 

2.      Rights of the Common
Stock. The voting, dividend, liquidation and other rights of the holders of
the Common Stock are subject to and qualified by the rights, powers and
preferences of the holders of the Preferred Stock set forth herein and the
rights, powers and preferences of any additional class or series of Preferred
Stock that may from time to time be designated by resolution of the
Corporation’s board of directors (the “Board”). Except as set forth in this Article Four, or as required by law, the
Voting Common Stock and the Non-Voting Common Stock shall have the same rights
and preferences and shall be treated as one class of Common Stock. Whenever
dividends upon the Preferred Stock, to the extent such stock may be entitled
thereto, shall have been paid or declared and set apart for payment, the Board
may declare a dividend upon the Common Stock. The holders of the Voting Common
Stock and the Non-Voting Common Stock shall share ratably in any such dividend
in proportion to the number of shares of Voting Common Stock and Non-Voting
Common Stock held by each such holder; provided, however, that in
the case of dividends or distributions of shares of Common Stock, such dividends
or distributions may be made by payment of shares of Voting Common Stock to
holders of Voting Common Stock and the payment of shares of Non-Voting Common
Stock to the holders of Non-Voting Common Stock. In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation and
after the payment of any preferential amounts to be distributed to the holders
of Preferred Stock, the remaining assets of the Corporation shall be distributed
ratably among the holders of the Voting Common Stock and Non-Voting Common Stock
in proportion to the number of shares held by each such holder. 

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 3.      Voting Rights.
  Except as otherwise provided by the DGCL, by this certificate of incorporation
  or any amendments hereto (the “Certificate of Incorporation”) or by
  resolutions adopted by the Board providing for the issuance of
  Preferred Stock in accordance with Section C(2) of this Article
    Four, all of the voting power of the Corporation shall be vested in the
  holders of the Voting Common Stock, and each holder of Voting Common Stock shall
  have one (1) vote for each share of Voting Common Stock held by such holder on
  all matters voted upon by the stockholders. The Non-Voting Common Stock shall
  not have any voting power, except as otherwise required by the DGCL. There shall
  be no cumulative voting. The number of authorized shares of Common Stock (and
  the number of shares of Voting Common Stock and Non-Voting Common Stock) may be
  increased or decreased (but not below the number of shares thereof then
  outstanding) by (in addition to any vote of the holders of one or more series of
  Preferred Stock that may be required by the terms of this Certificate of
  Incorporation) the affirmative vote of the holders of shares of capital stock of
  the Corporation representing a majority of the votes represented by all
  outstanding shares of capital stock of the Corporation entitled to vote,
  irrespective of the provisions of Section 242(b)(2) of the DGCL and without the
  necessity of a vote of the holders of Voting Common Stock or Non-Voting Common
Stock voting as a separate class. 

C.      Preferred Stock. 

1.      Issuance and
Reissuance. Preferred Stock may be issued from time to time in one or more
series, each of such series to consist of such number of shares and to have such
terms, rights, powers and preferences, and the qualifications and limitations
with respect thereto, as stated or expressed herein or in the resolution or
resolutions providing for the issue of such series adopted by the Board in
accordance with Section 2 below. Any shares of Preferred Stock that may
be redeemed, purchased or acquired by the Corporation may be reissued except as
otherwise provided by law or by the terms of any series of Preferred Stock. 

2.      Blank Check Preferred
Stock. Subject to any vote expressly required by this Certificate of
Incorporation and the last sentence of the last paragraph of this Section
2, the Board is hereby authorized to provide for the issuance of, and to
issue, one or more series of shares of Preferred Stock, and in connection with the creation
of any such series, by resolution or resolutions providing for the issue of such
shares and by filing a certificate of designation pursuant to the DGCL, to
establish from time to time the powers, designations, voting rights, if any,
preferences, and relative, participating, optional or other special rights of
each such series and the qualifications, limitations or restrictions thereof. If
at any time the Board shall have established and designated one or more series
of Preferred Stock consisting of a number of shares that constitutes less than
all of the authorized number of shares of Preferred Stock, then the remaining
authorized shares of Preferred Stock shall be deemed to be shares of an
undesignated series of Preferred Stock until designated by the Board as being
part of a series previously established or a new series then being established
by the Board. The authority of the Board with respect to each series of
Preferred Stock shall include, but not be limited to, the authority to determine
and fix the following: 

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(a)      the number of shares to
constitute that series and the distinctive designation of that series; 

(b)      whether and under what
conditions dividends may be payable on such shares, the dividend rate, if any,
on the shares of that series, whether the dividends shall be cumulative, and, if
so, from which date or dates, and the preferences, if any, and the special and
relative rights of the shares of that series as to dividends; 

(c)      whether or not the shares of
that series shall be redeemable, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which they shall be
redeemable, and the amount per share payable in case of redemption, which amount
may vary under different conditions and at different redemption dates; 

(d)      the rights of the shares of
that series in the event of voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, and the relative rights of priority, if any, of
payment of shares of that series; 

(e)      whether or not the shares of
that series shall be convertible into or exchangeable for shares of any other
class or of any other series of the same or any other class of capital stock of
the Corporation and, if so, the conversion or exchange price or ratio and other
conversion and exchange terms; 

(f)      whether or not the shares of
that series will have voting rights and, if applicable, the matters to be voted
on by such series and the terms and conditions under which the shares of that
series shall have separate voting rights or no voting rights; 

(g)      whether the shares of that
series shall have a sinking fund for the redemption or purchase of shares of
that series, and, if so, the terms and amount of such sinking fund; and 

(h)      other powers, designations,
preferences, and relative, participating, optional or other special rights of
the shares of that series and the qualifications, limitations or restrictions
thereof to the full extent now or hereafter permitted by the laws of the State
of Delaware. 

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Without limiting the generality of the foregoing, and subject
to the rights of any series of Preferred Stock then outstanding, the resolutions
providing for issuance of any series of Preferred Stock may provide that such
series shall be superior or rank equally or be junior to the Preferred Stock of
any other series to the extent permitted by law. Notwithstanding the foregoing,
the Board is authorized to provide for the creation and issuance of, and to
issue, one or more series of shares of Preferred Stock pursuant to this Section
C(2), only in the event that (i) the Board determines that it is reasonably
likely that the Corporation will not have sufficient funds to operate its
business or meet its obligations absent an equity investment in the Corporation
and (ii) the holders of a majority of the issued and outstanding shares of
Common Stock have voted against, or refuse to approve, amending and/or restating
this Amended and Restated Certificate in connection with such equity investment
to authorize shares of such new series or class of Preferred Stock within ten
(10) days following the Board’s request for such approval. 

D.      Series A Preferred
Stock. 

378,000 shares of the authorized and unissued Preferred Stock
are hereby designated “Series A Preferred Stock,” with the following
rights, preferences, powers, privileges and restrictions, qualifications and
limitations. 

1.         
 Dividends. 

(a)      Dividends to Holders of
Series A Preferred Stock. The Corporation shall not declare, pay or set
aside any dividends on shares of any other class or series of capital stock of
the Corporation (other than dividends on shares of Common Stock payable in
shares of Common Stock) unless (in addition to the obtaining of any consent
required elsewhere in this Certificate of Incorporation) the holders of the
Series A Preferred Stock then outstanding shall simultaneously receive a
dividend on each outstanding share of Series A Preferred Stock in an amount at
least equal to (x) in the case of a dividend on Common Stock or any class or
series that is convertible into Common Stock, that dividend per share of Series
A Preferred Stock as would equal the product of (A) the dividend payable on each
share of such class or series determined, if applicable, as if all such shares
of such class or series had been converted into Common Stock and (B) the number
of shares of Common Stock issuable upon conversion of a share of Series A
Preferred Stock, in each case calculated on the record date for determination of
holders entitled to receive such dividend, or (y) in the case of a dividend on
any class or series that is not convertible into Common Stock, at a rate per
share of Series A Preferred Stock determined by (A) dividing the amount of the
dividend payable on each share of such class or series of capital stock by the
original issuance price of such class or series of capital stock (subject to
appropriate adjustment in the event of any stock dividend, stock split,
combination or other similar recapitalization with respect to such class or
series) and (B) multiplying such fraction by an amount equal to the Series A
Original Issue Price (as defined below); provided, that if the
Corporation declares, pays or sets aside, on the same date, a dividend on shares
of more than one class or series of capital stock of the Corporation, the
dividend payable to the holders of Series A Preferred Stock pursuant to this
Section 1(a) shall be calculated based upon the dividend on the class or
series of capital stock that would result in the highest Series A Preferred
Stock dividend. The “Series A Original Issue Price” shall originally mean
$31.22 per share, provided that the Series A Original Issue Price (i) shall be
increased when a holder of Series A Preferred Stock makes a cash contribution to the Corporation pursuant to
Section 1.4(c) or Section 1.6(d) of that certain Stock Purchase Agreement by and
among the Corporation, Orgenesis Inc. (“Orgenesis”) and GPP-II
Masthercell, LLC (“GPP”), on a per share basis in an amount equal to (A)
the amount of such cash contribution divided by (B) the total number of
shares of Series A Preferred Stock held by such holder at the time of such cash
contribution, and (ii) shall be subject to appropriate adjustment in the event
of any stock dividend, stock split, combination or other similar
recapitalization with respect to the Series A Preferred Stock. 

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2.         
   Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations
and Asset Sales. 

(a)      Payments to Holders of
Series A Preferred Stock. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation or Deemed Liquidation
Event (as defined below), the holders of shares of Series A Preferred Stock then
outstanding shall be entitled to be paid out of the assets of the Corporation
available for distribution to its stockholders, before any payment shall be made
to the holders of Common Stock or any other class or series of stock ranking
junior to the Series A Preferred Stock, by reason of their ownership thereof, an
amount per share equal to (i) 1.5 multiplied by the Series A Original
Issue Price, plus (ii) any dividends declared but unpaid thereon. If upon
any such liquidation, dissolution or winding up of the Corporation or Deemed
Liquidation Event such remaining assets of the Corporation available for
distribution to its stockholders shall be insufficient to pay the holders of
shares of Series A Preferred Stock the full amount to which they shall be
entitled under this Section 2(a), then the holders of shares of Series A
Preferred Stock shall share ratably in any distribution of the assets available
for distribution in proportion to the respective amounts which would otherwise
be payable in respect of the shares held by them upon such distribution if all
amounts payable on or with respect to such shares were paid in full. 

(b)      Distribution of Remaining
Assets. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation or Deemed Liquidation Event, after
the payment of all preferential amounts required to be paid to the holders of
any and all classes or series of Preferred Stock (including the Series A
Preferred Stock), the remaining assets of the Corporation available for
distribution to its stockholders shall be distributed to the holders of shares
of Series A Preferred Stock and Common Stock, pro rata based, for each such
holder, on the sum of (x) the number of shares of Common Stock held by such
holder plus (y) for any holder of Preferred Stock the number of shares of
Common Stock that would be issuable to such holder upon conversion of such
Preferred Stock pursuant to the terms of this Certificate of Incorporation
immediately prior to such liquidation, dissolution or winding up of the
Corporation or Deemed Liquidation Event. The aggregate amount which a holder of
a share of Series A Preferred Stock is entitled to receive under Sections
2(a) and 2(b) is hereinafter referred to as the “Series A
Liquidation Amount”). 

(c)      Deemed Liquidation
Events. 

 (i)      Each of the following
events shall be deemed to be a liquidation of the Corporation (a “Deemed
Liquidation Event”), unless the holders of fifty percent (50%) or more of the outstanding shares of Series A Preferred Stock
elect otherwise by written notice given to the Corporation: 

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(A)      a merger or consolidation in
which: 

	 	(I) 	
  the Corporation is a constituent party or

	 	 	 
	 	(II) 	
      a subsidiary of the Corporation is a constituent party
      and the Corporation issues shares of its capital stock pursuant to such
      merger or consolidation,



except any such merger or consolidation transaction involving
the Corporation or a subsidiary in which the shares of capital stock of the
Corporation outstanding immediately prior to such merger or consolidation
transaction continue to represent, or are converted into or exchanged for shares
of capital stock that represent, immediately following such merger or
consolidation at least a majority, by voting power, of the capital stock of (1)
the surviving or resulting corporation or (2) if the surviving or resulting
corporation is a wholly owned subsidiary of another corporation immediately
following such merger or consolidation transaction, the parent corporation of
such surviving or resulting corporation (provided that, for the purpose
of this Section 2(c)(i), all shares of Common Stock issuable upon
exercise of Options (as defined below) outstanding immediately prior to such
merger or consolidation or upon conversion of Convertible Securities (as defined
below) outstanding immediately prior to such merger or consolidation transaction
shall be deemed to be outstanding immediately prior to such merger or
consolidation transaction and, if applicable, converted or exchanged in such
merger or consolidation transaction on the same terms as the actual outstanding
shares of Common Stock are converted or exchanged); or 

(B)      the sale, lease, transfer,
exclusive license or other disposition, in a single transaction or series of
related transactions, by the Corporation or any subsidiary of the Corporation of
all or substantially all the assets of the Corporation and its subsidiaries
taken as a whole, or the sale or disposition (whether by merger or otherwise) of
one or more subsidiaries of the Corporation if substantially all of the assets
of the Corporation and its subsidiaries taken as a whole are held by such
subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive
license or other disposition is to a wholly owned subsidiary of the Corporation.


(ii)      The Corporation shall not
have the power to effect any transaction constituting a Deemed Liquidation Event
referred to in Section 2(c)(i) above unless the definitive agreement for
such transaction provides that the consideration payable to the stockholders of
the Corporation shall be allocated among the holders of capital stock of the
Corporation in accordance with Sections 2(a) and 2(b) above. 

(iii)      In the event of a Deemed
Liquidation Event pursuant to Section 2(c)(i) above, if the
Corporation does not effect a dissolution of the Corporation under the DGCL
within 60 days after such Deemed Liquidation Event, then (A) the Corporation
shall deliver a written notice to each holder of Series A Preferred Stock no
later than the 60th day after the Deemed Liquidation Event advising
such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following
clause (B) to require the redemption of such shares of Series A Preferred
Stock, and (B) if the holders of at least 50% of the then outstanding shares of
Series A Preferred Stock so request in a written instrument delivered to the
Corporation not later than 90 days after such Deemed Liquidation Event, the
Corporation shall use the consideration received by the Corporation for such
Deemed Liquidation Event (net of any retained liabilities associated with the
assets sold or technology licensed, as determined in good faith by the Board),
together with any other assets of the Corporation available for distribution to
its stockholders (the “Net Proceeds”) to redeem, to the extent legally
available therefor, on the 90th day after such Deemed Liquidation
Event (the “Liquidation Redemption Date”), all outstanding shares
of Series A Preferred Stock for an amount equal to the amount determined in
accordance with Sections 2(a) and 2(b). In the event of a
redemption pursuant to the preceding sentence, if the Net Proceeds are not
sufficient to redeem all outstanding shares of Series A Preferred Stock, or if
the Corporation does not have sufficient lawfully available funds to effect such
redemption, then the Corporation shall, in accordance with the preference of
payments set forth in Sections 2(a) and 2(b), (x) redeem all of
the outstanding shares of Series A Preferred Stock at a price per share equal to
the Series A Liquidation Amount, or, if the Net Proceeds or the Corporation’s
otherwise lawfully available funds are not sufficient to pay such amount, redeem
a pro rata portion of each holder’s shares of Series A Preferred Stock to the
fullest extent of such Net Proceeds or such lawfully available funds, as the
case may be, and, where such redemption is limited by the amount of lawfully
available funds, the Corporation shall redeem the remaining shares of Series A
Preferred Stock to have been redeemed as soon as practicable after the
Corporation has funds legally available therefore, and (y) after payment in full
of such amounts, the Corporation shall pay the remainder of any Net Proceeds in
accordance with Section 2(b). Prior to the distribution or redemption
provided for in this Section 2(c)(iii), the Corporation shall not expend
or dissipate the consideration received for such Deemed Liquidation Event,
except to discharge expenses incurred in the ordinary course of business. 

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(iv)      The amount deemed paid or
  distributed to the holders of capital stock of the Corporation upon any such
  merger, consolidation, sale, transfer, exclusive license, other disposition or
  redemption shall be the cash or the value of the property, rights or securities
  paid or distributed to such holders by the Corporation or the acquiring person,
  firm or other entity. The value of such property, rights or securities shall be
determined in good faith by the Board. 

(v)      In the event of a Deemed
Liquidation Event pursuant to Section 2(c)(i) above, if any
portion of the consideration payable to the stockholders of the Corporation is
placed into escrow and/or is payable to the stockholders of the Corporation
subject to contingencies, the definitive agreement shall provide that (a) the
portion of such consideration that is not placed in escrow and not subject to
any contingencies (the “Initial Consideration”) shall be allocated among
the holders of capital stock of the Corporation in accordance with Sections
2(a) and 2(b) as if the Initial Consideration were the only
consideration payable in connection with such Deemed Liquidation Event and (b)
any additional consideration which becomes payable to the stockholders of the
Corporation upon release from escrow or satisfaction of contingencies shall be
allocated among the holders of capital stock of the Corporation in accordance
with Sections 2(a) and 2(b) after taking into account the previous
payment of the Initial Consideration as part of the same transaction. 

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3.          
Voting. 

(a)      On any matter presented to
the stockholders of the Corporation for their action or consideration at any
meeting of stockholders of the Corporation (or by written consent of
stockholders in lieu of meeting), each holder of outstanding shares of Series A
Preferred Stock shall be entitled to cast the number of votes equal to the
number of whole shares of Voting Common Stock into which the shares of Series A
Preferred Stock held by such holder are convertible as of the record date for
determining stockholders entitled to vote on such matter. Except as provided by
law or by the provisions of this Certificate of Incorporation (including
Section 3(b) below), holders of Series A Preferred Stock shall vote
together with the holders of Voting Common Stock, and with the holders of any
other series of Preferred Stock the terms of which so provide, as a single
class. 

(b)      At any time when shares of
Series A Preferred Stock are outstanding, and in addition to any other vote
required by law or this Certificate of Incorporation, without the written
consent or affirmative vote of the holders of a majority of the then outstanding
shares of Series A Preferred Stock (which for purposes of this Certificate of
Incorporation shall be GPP), given in writing or by vote at a meeting, consent
or voting (as the case may be) separately as a class, the Corporation
shall not, either directly or by amendment, merger, consolidation or otherwise,
take any of the actions set forth in Section 3.5 of that certain Stockholders’
Agreement, by and among the Corporation, GPP, Orgenesis and the other
stockholders of the Corporation, as such agreement may be amended, modified or
restated from time to time (the “Stockholders’ Agreement”). 

4.          
Optional Conversion. 

The holders of the Series A Preferred Stock shall have
conversion rights as follows (the “Conversion Rights”): 

(a)      Right to Convert. 

(i)      Each share of Series A
Preferred Stock shall be convertible, at the option of the holder thereof, at
any time and from time to time, and without the payment of additional
consideration by the holder thereof, into such number of fully paid and
nonassessable shares of Voting Common Stock as is determined by dividing (A) the
Series A Original Issue Price by (B) the Series A Conversion Price (as defined
below) in effect at the time of conversion. The “Series A Conversion
Price” shall initially be equal to $31.22 per share. 

(ii)      The Series A Conversion
Price and the rate at which shares of Series A Preferred Stock may be converted
into shares of Voting Common Stock under this Certificate of Incorporation,
shall be subject to adjustment as provided below. 

(iii)      In the event of a notice of
redemption of any shares of Series A Preferred Stock pursuant to Section
6, the Conversion Rights of the shares designated for redemption shall
terminate at the close of business on the last full day preceding the date fixed
for redemption, unless the redemption price is not fully paid on such redemption
date, in which case the Conversion Rights for such shares shall continue until
such price is paid in full. In the event of a liquidation, dissolution or
winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights of any share of Series A Preferred
Stock shall terminate at the close of business on the last full day preceding
the earliest date fixed for the payment of any amount distributable on such
event to the holders of any shares of Series A Preferred Stock. 

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(b)      Mechanics of
Conversion. 

(i)      In order for a holder of
Series A Preferred Stock to voluntarily convert shares of Series A Preferred
Stock into shares of Voting Common Stock, such holder shall surrender the
certificate or certificates for such shares of Series A Preferred Stock (or, if
such registered holder alleges that such certificate has been lost, stolen or
destroyed, a lost certificate affidavit and agreement reasonably acceptable to
the Corporation to indemnify the Corporation against any claim that may be made
against the Corporation on account of the alleged loss, theft or destruction of
such certificate), at the office of the transfer agent for the Series A
Preferred Stock (or at the principal office of the Corporation if the
Corporation serves as its own transfer agent), together with written notice that
such holder elects to convert all or any number of the shares of the Series A
Preferred Stock represented by such certificate or certificates and, if
applicable, any event on which such conversion is contingent. Such notice shall
state such holder’s name or the names of the nominees in which such holder
wishes the certificate or certificates for shares of Voting Common Stock to be
issued. If required by the Corporation, certificates surrendered for conversion
shall be endorsed or accompanied by a written instrument or instruments of
transfer, in form satisfactory to the Corporation, duly executed by the
registered holder or his, her or its attorney duly authorized in writing. The
close of business on the date of receipt by the transfer agent (or by the
Corporation if the Corporation serves as its own transfer agent) of such
certificates (or lost certificate affidavit and agreement) and notice shall be
the time of conversion (the “Conversion Time”), and the shares of Voting
Common Stock issuable upon conversion of the shares represented by such
certificate shall be deemed to be outstanding of record as of such date. The
Corporation shall, as soon as practicable after the Conversion Time, (a) issue
and deliver at such office to such holder of Series A Preferred Stock, or to
his, her or its nominees, certificates for the number of shares of Voting Common
Stock to which such holder shall be entitled and (b) pay any accrued and unpaid
dividends with respect to the shares of Series A Preferred Stock
converted. 

(ii)      The Corporation shall at all
times when the Series A Preferred Stock shall be outstanding, reserve and keep
available out of its authorized but unissued stock, for the purpose of effecting
the conversion of the Series A Preferred Stock, such number of its duly
authorized shares of Voting Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding Series A Preferred Stock;
and if at any time the number of authorized but unissued shares of Voting Common
Stock shall not be sufficient to effect the conversion of all then outstanding
shares of the Series A Preferred Stock, the Corporation shall take such
corporate action as may be necessary to increase its authorized but unissued
shares of Voting Common Stock to such number of shares as shall be sufficient
for such purposes, including, without limitation, engaging in best efforts to
obtain the requisite stockholder approval of any necessary amendment to this
Certificate of Incorporation. Before taking any action which would cause an
adjustment reducing the Series A Conversion Price below the then par value of
the shares of Voting Common Stock issuable upon conversion of the Series A
Preferred Stock, the Corporation will take any corporate action which may, in
the opinion of its counsel, be necessary in order that the Corporation may validly and legally
issue fully paid and nonassessable shares of Voting Common Stock at such
adjusted Conversion Price. 

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(iii)      All shares of Series A
  Preferred Stock which shall have been surrendered for conversion as herein
  provided shall no longer be deemed to be outstanding and all rights with respect
  to such shares, including the rights, if any, to receive notices and to vote,
  shall immediately cease and terminate at the Conversion Time, except only the
  right of the holders thereof to receive shares of Voting Common Stock in
  exchange therefor and the right to receive payment of any accrued and unpaid
  dividends thereon. Any shares of Series A Preferred Stock so converted shall be
  retired and cancelled and shall not be reissued as shares of such series, and
  the Corporation (without the need for stockholder action) may from time to time
  take such appropriate action as may be necessary to reduce the authorized number
of shares of Series A Preferred Stock accordingly. 

(iv)      Upon any such conversion, no
adjustment to the Series A Conversion Price shall be made for any declared but
unpaid dividends on the Series A Preferred Stock surrendered for such conversion
or on the Voting Common Stock delivered upon such conversion. 

(c)      Adjustments to Series A
Conversion Price for Diluting Issues. 

(i)      Special Definitions.
For purposes of this Section 4, the following definitions shall apply:


(A)     “Option” shall mean rights,
options or warrants to subscribe for, purchase or otherwise acquire Common Stock
or Convertible Securities. 

(B)      “Series A Original Issue
Date” shall mean the date on which the first share of Series A Preferred
Stock was issued. 

(C)      “Convertible
Securities” shall mean any evidences of indebtedness, shares or other
securities directly or indirectly convertible into or exchangeable for Common
Stock, but excluding Options. 

(D)      “Additional Shares of
Common Stock” shall mean all shares of Common Stock issued (or, pursuant to
Section 4(c)(iii) below, deemed to be issued) by the Corporation after
the Series A Original Issue Date, other than the following (“Exempted
Securities”): 

	 	(I) 	
      shares of Common Stock issued or deemed issued as a
      dividend or distribution on Series A Preferred Stock;

	 	 	 
	 	(II) 	
      shares of Common Stock issued or deemed issued by reason
      of a dividend, stock split, split-up or other distribution on shares of
      Common Stock that is covered by Section 4(d) or 4(e)
      below;



- 11 - 





		(III) 	
      shares of Common Stock issued or deemed issued to
      employees or directors of, or consultants to, the Corporation or any of
      its subsidiaries pursuant to a plan, agreement or arrangement approved by
      the Board;

	 	 	 
		(IV) 	
      shares of Common Stock or Convertible Securities issued
      or deemed issued in connection with (x) the acquisition of another
      person’s or entity’s business by the Corporation or any of its
      subsidiaries (whether by acquisition of stock or assets or by merger,
      consolidation, reorganization or other similar transaction), (y) the
      formation of a joint venture or collaboration arrangement, or (z) a non-
      capital raising transaction or for non-cash consideration, such as
      issuances to vendors or strategic or marketing partners; or

	 	 	 
		(V) 	
      shares of Common Stock or Convertible Securities actually
      issued upon the exercise of Options or shares of Common Stock actually
      issued upon the conversion or exchange of Convertible Securities, in each
      case provided such issuance is pursuant to the terms of such Option or
      Convertible Security.



(ii)      No Adjustment of Series A
Conversion Price. No adjustment in the Series A Conversion Price shall be
made as the result of the issuance or deemed issuance of Additional Shares of
Common Stock if the Corporation receives written notice from the holders of at
least 50% of the then-outstanding shares of Series A Preferred Stock agreeing
that no such adjustment shall be made as the result of the issuance or deemed
issuance of such Additional Shares of Common Stock. 

(iii)      Deemed Issue of
Additional Shares of Common Stock. 

(A)      If the Corporation at any
time or from time to time after the Series A Original Issue Date shall issue any
Options or Convertible Securities (excluding Options or Convertible Securities
which, upon exercise, conversion or exchange thereof, would entitle the holder
thereof to receive Exempted Securities) or shall fix a record date for the
determination of holders of any class of securities entitled to receive any such
Options or Convertible Securities, then the maximum number of shares of Common
Stock (as set forth in the instrument relating thereto, assuming the
satisfaction of any conditions to exercisability, convertibility or
exchangeability but without regard to any provision contained therein for a
subsequent adjustment of such number) issuable upon the exercise of such Options
or, in the case of Convertible Securities and Options therefor, the conversion
or exchange of such Convertible Securities, shall be deemed to be Additional
Shares of Common Stock issued as of the time of such issue or, in case such a
record date shall have been fixed, as of the close of business on such record
date. 

- 12 - 




(B)      If the terms of any Option or
Convertible Security, the issuance of which resulted in an adjustment to the
Series A Conversion Price pursuant to the terms of Section 4(c)(iv)
below, are revised (as a result of an amendment to such terms or any other
adjustment pursuant to the provisions of such Option or Convertible Security
(but excluding automatic adjustments to such terms pursuant to anti-dilution or
similar provisions of such Option or Convertible Security)) to provide for
either (1) any increase or decrease in the number of shares of Common Stock
issuable upon the exercise, conversion or exchange of any such Option or
Convertible Security or (2) any increase or decrease in the consideration
payable to the Corporation upon such exercise, conversion or exchange, then,
effective upon such increase or decrease becoming effective, the Series A
Conversion Price computed upon the original issue of such Option or Convertible
Security (or upon the occurrence of a record date with respect thereto) shall be
readjusted to such Series A Conversion Price as would have obtained had such
revised terms been in effect upon the original date of issuance of such Option
or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant
to this clause (B) shall have the effect of increasing the Series A Conversion
Price to an amount which exceeds the lower of (i) the Series A Conversion Price
in effect immediately prior to the original adjustment made as a result of such
Option or Convertible Security, or (ii) the Series A Conversion Price that would
have resulted from any issuances of Additional Shares of Common Stock (other
than deemed issuances of Additional Shares of Common Stock as a result of the
issuance of such Option or Convertible Security) between the original adjustment
date and such readjustment date. 

(C)      If the terms of any Option or
Convertible Security (excluding Options or Convertible Securities which, upon
exercise, conversion or exchange thereof, would entitle the holder thereof to
receive Exempted Securities), the issuance of which did not result in an
adjustment to the Series A Conversion Price pursuant to the terms of
Section 4(c)(iv) below (either because the consideration per share
(determined pursuant to Section 4(c)(v) hereof) of the Additional Shares
of Common Stock subject thereto was equal to or greater than the Series A
Conversion Price then in effect, or because such Option or Convertible Security
was issued before the Series A Original Issue Date), are revised after the
Series A Original Issue Date (as a result of an amendment to such terms or any
other adjustment pursuant to the provisions of such Option or Convertible
Security (but excluding automatic adjustments to such terms pursuant to
anti-dilution or similar provisions of such Option or Convertible Security)) to
provide for either (1) any increase in the number of shares of Common Stock
issuable upon the exercise, conversion or exchange of any such Option or
Convertible Security or (2) any decrease in the consideration payable to the
Corporation upon such exercise, conversion or exchange, then such Option or
Convertible Security, as so amended or adjusted, and the Additional Shares of
Common Stock subject thereto (determined in the manner provided in Section
4(c)(iii)(A) above) shall be deemed to have been issued effective upon such
increase or decrease becoming effective. 

(D)      Upon the expiration or
termination of any unexercised Option or unconverted or unexchanged Convertible
Security (or portion thereof) which resulted (either upon its original issuance
or upon a revision of its terms) in an adjustment to the Series A Conversion
Price pursuant to the terms of Section 4(c)(iv) below, the Series A
Conversion Price shall be readjusted to Series A Conversion Price as would have
obtained had such Option or Convertible Security (or portion thereof) never been
issued. 

- 13 - 




(E)      If the number of shares of
Common Stock issuable upon the exercise, conversion and/or exchange of any
Option or Convertible Security, or the consideration payable to the Corporation
upon such exercise, conversion and/or exchange, is calculable at the time such
Option or Convertible Security is issued or amended but is subject to adjustment
based upon subsequent events, any adjustment to the Series A Conversion Price
provided for in this Section 4(c)(iii) shall be effected at the time of
such issuance or amendment based on such number of shares or amount of
consideration without regard to any provisions for subsequent adjustments (and
any subsequent adjustments shall be treated as provided in clauses (B) and (C)
of this Section 4(c)(iii)). If the number of shares of Common Stock
issuable upon the exercise, conversion and/or exchange of any Option or
Convertible Security, or the consideration payable to the Corporation upon such
exercise, conversion and/or exchange, cannot be calculated at all at the time
such Option or Convertible Security is issued or amended, any adjustment to the
Series A Conversion Price that would result under the terms of this
Section 4(c)(iii) at the time of such issuance or amendment shall
instead be effected at the time such number of shares and/or amount of
consideration is first calculable (even if subject to subsequent adjustments),
assuming for purposes of calculating such adjustment to the Series A Conversion
Price that such issuance or amendment took place at the time such calculation
can first be made. 

(iv)      Adjustment of Series A
Conversion Price Upon Issuance of Additional Shares of Common Stock.
In the event the Corporation shall at any time after the Series A Original Issue
Date issue Additional Shares of Common Stock (including Additional Shares of
Common Stock deemed to be issued pursuant to Section 4(c)(iii)), without
consideration or for a consideration per share less than the Series A Conversion
Price in effect immediately prior to such issue, then the Series A Conversion
Price shall be reduced, concurrently with such issue, to a price (calculated to
the nearest one-hundredth of a cent) determined in accordance with the following
formula: 

CP2 = CP1* (A + B) ÷ (A + C). 

For purposes of the foregoing formula, the following definitions
shall apply:

(A)      “CP2” shall mean the Series A
Conversion Price in effect immediately after such issue of Additional Shares of
Common Stock;

(B)      “CP1” shall mean the Series A
Conversion Price in effect immediately prior to such issue of Additional Shares
of Common Stock;

(C)      “A” shall mean the number of
shares of Common Stock outstanding immediately prior to such issue of Additional
Shares of Common Stock (treating for this purpose as outstanding, in addition to
the outstanding shares of Common Stock, all shares of Common Stock issuable upon
exercise of Options outstanding immediately prior to such issue or upon
conversion or exchange of Convertible Securities (including the Series A
Preferred Stock) outstanding (assuming exercise of any outstanding Options
therefor) immediately prior to such issue);

(D)      “B” shall mean the number of
shares of Common Stock that would have been issued if such Additional Shares of
Common Stock had been issued at a price per share equal to CP1 (determined by dividing the
aggregate consideration received by the Corporation in respect of such issue by
CP1); and

- 14 - 




(E)      “C” shall mean the number of
such Additional Shares of Common Stock issued in such transaction. 

(v)      Determination of
Consideration. For purposes of this Section 4(c), the consideration
received by the Corporation for the issue of any Additional Shares of Common
Stock shall be computed as follows: 

(A)      Cash and Property:
Such consideration shall: 




	 	(I) 	insofar as it consists of cash, be computed at the
      aggregate amount of cash received by the Corporation, excluding amounts
      paid or payable for accrued interest;

	 	 	 
	 	(II) 	insofar as it consists of property other than cash, be
      computed at the fair market value thereof at the time of such issue, as
      determined in good faith by the Board; and

	 	 	 
	 	(III) 	in the event Additional Shares of Common Stock are issued
      together with other shares or securities or other assets of the
      Corporation for consideration which covers both, be the proportion of such
      consideration so received, computed as provided in clauses (I) and (II) above, as determined in good faith by the
      Board.



(B)      Options and Convertible
  Securities. The consideration per share received by the Corporation for
  Additional Shares of Common Stock deemed to have been issued pursuant to
  Section 4(c)(iii), relating to Options and Convertible Securities, shall
be determined by dividing: 

	 	(I) 	
      the total amount, if any, received or receivable by the
      Corporation as consideration for the issue of such Options or Convertible
      Securities, plus the minimum aggregate amount of additional consideration
      (as set forth in the instruments relating thereto, without regard to any
      provision contained therein for a subsequent adjustment of such
      consideration) payable to the Corporation upon the exercise of such
      Options or the conversion or exchange of such Convertible Securities, or
      in the case of Options for Convertible Securities, the exercise of such
      Options for Convertible Securities and the conversion or exchange of such Convertible Securities,
by 



- 15 - 





	 	(II) 	
      the maximum number of shares of Common Stock (as set
      forth in the instruments relating thereto, without regard to any provision
      contained therein for a subsequent adjustment of such number) issuable
      upon the exercise of such Options or the conversion or exchange of such
      Convertible Securities.



(vi)      Multiple Closing
Dates. In the event the Corporation shall issue on more than one date
Additional Shares of Common Stock that are a part of one transaction or a series
of related transactions and that would result in an adjustment to the Series A
Conversion Price pursuant to the terms of Section 4(c)(iv) above, and
such issuance dates occur within a period of no more than 120 days from the
first such issuance to the final such issuance, then, upon the final such
issuance, the Series A Conversion Price shall be readjusted to give effect to
all such issuances as if they occurred on the date of the first such issuance
(and without giving effect to any additional adjustments as a result of any such
subsequent issuances within such period). 

(d)      Adjustment for Stock
Splits and Combinations. If the Corporation shall at any time or from time
to time after the Series A Original Issue Date effect a subdivision of the
outstanding Common Stock, the Series A Conversion Price in effect immediately
before that subdivision or combination shall be proportionately decreased so
that the number of shares of Common Stock issuable on conversion of each share
of such series shall be increased in proportion to such increase in the
aggregate number of shares of Common Stock outstanding. If the Corporation shall
at any time or from time to time after the Series A Original Issue Date combine
the outstanding shares of Common Stock, the Series A Conversion Price in effect
immediately before the combination or subdivision shall be proportionately
increased so that the number of shares of Common Stock issuable on conversion of
each share of such series shall be decreased in proportion to such decrease in
the aggregate number of shares of Common Stock outstanding. Any adjustment under
this subsection shall become effective at the close of business on the date the
subdivision or combination becomes effective. 

(e)      Adjustment for Certain
Dividends and Distributions. In the event the Corporation at any time or
from time to time after the Series A Original Issue Date shall make or issue, or
fix a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable on the Common Stock in
additional shares of Common Stock, then and in each such event the Series A
Conversion Price in effect immediately before such event shall be decreased as
of the time of such issuance or, in the event such a record date shall have been
fixed, as of the close of business on such record date, by multiplying the
Series A Conversion Price then in effect by a fraction:

(1)      the numerator of which shall
be the total number of shares of Common Stock issued and outstanding immediately
prior to the time of such issuance or the close of business on such record date,
and 

- 16 - 




(2)      the denominator of which
shall be the total number of shares of Common Stock issued and outstanding
immediately prior to the time of such issuance or the close of business on such
record date plus the number of shares of Common Stock issuable in payment of
such dividend or distribution; 

provided, however, that if such record date shall
have been fixed and such dividend is not fully paid or if such distribution is
not fully made on the date fixed therefor, the Series A Conversion Price shall
be recomputed accordingly as of the close of business on such record date and
thereafter the Series A Conversion Price shall be adjusted pursuant to this
subsection as of the time of actual payment of such dividends or distributions;
and provided further, however, that no such adjustment
shall be made if the holders of the Series A Preferred Stock simultaneously
receive a dividend or other distribution of shares of Common Stock in a number
equal to the number of shares of Common Stock as they would have received if all
outstanding shares of the Series A Preferred Stock had been converted into
Common Stock pursuant to the terms of this Certificate of Incorporation on the
date of such event. 

(f)      Adjustments for Other
Dividends and Distributions. In the event the Corporation at any time or
from time to time after the Series A Original Issue Date shall make or issue, or
fix a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in securities of the
Corporation (other than a distribution of shares of Common Stock in respect of
outstanding shares of Common Stock) or in other property and the provisions of
Section 4(e) do not apply to such dividend or distribution, then and in
each such event provision shall be made so that the holders of Series A
Preferred Stock shall receive upon conversion thereof, in addition to the number
of shares of Common Stock receivable thereupon, the kind and amount of
securities of the Corporation that they would have been entitled to receive had
all outstanding shares of Series A Preferred Stock been optionally converted
into Common Stock pursuant to the terms of this Certificate of Incorporation on
the date of such event and had they, during the period from the date of such
event to and including the conversion date, retained such securities receivable
by them as aforesaid during such period, giving application to all adjustments
called for during such period under this paragraph with respect to the rights of
the holders of Series A Preferred Stock; provided, however, that
no such provision shall be made if the holders of Series A Preferred Stock
receive, simultaneously with the distribution to the holders of Common Stock, a
dividend or other distribution of such securities or other property in an amount
equal to the amount of such securities or other property as they would have
received if all outstanding shares of Series A Preferred Stock had been
converted into Common Stock pursuant to the terms of this Certificate of
Incorporation on the date of such event. 

(g)      Adjustment for Merger or
Reorganization, etc. Subject to the provisions of Section 2(d), if
there shall occur any reorganization, recapitalization, reclassification,
consolidation or merger involving the Corporation in which the Common Stock (but
not the Series A Preferred Stock) is converted into or exchanged for securities,
cash or other property (other than a transaction covered by Section 4(d),
(e) or (f)), then, following any such reorganization,
recapitalization, reclassification, consolidation or merger, each share of
Series A Preferred Stock not so converted or exchanged shall thereafter be
convertible in lieu of the Voting Common Stock into which it was convertible
prior to such event into the kind and amount of securities, cash or other
property which a holder of the number of shares of Voting Common Stock issuable upon conversion of one share of Series A
Preferred Stock immediately prior to such reorganization, recapitalization,
reclassification, consolidation or merger would have been entitled to receive
pursuant to such transaction; and, in such case, appropriate adjustment (as
determined in good faith by the Board) shall be made in the application of the
provisions in this Section 4 with respect to the rights and interests
thereafter of the holders of such Series A Preferred Stock, to the end that the
provisions set forth in this Section 4 (including provisions with respect
to changes in and other adjustments of the Series A Conversion Price) shall
thereafter be applicable, as nearly as reasonably may be, in relation to any
securities or other property thereafter deliverable upon the conversion of the
shares of such Series A Preferred Stock. 

- 17 - 




(h)      Certificate as to
  Adjustments. Upon the occurrence of each adjustment or readjustment of the
  Series A Conversion Price pursuant to this Section 4, the Corporation at
  its expense shall, as promptly as reasonably practicable but in any event not
  later than 10 days thereafter, compute such adjustment or readjustment in
  accordance with the terms hereof and furnish to each holder of Series A
  Preferred Stock a certificate setting forth such adjustment or readjustment
  (including the kind and amount of securities, cash or other property into which
  the shares of such Series A Preferred Stock is convertible) and showing in
  detail the facts upon which such adjustment or readjustment is based. The
  Corporation shall, as promptly as reasonably practicable after the written
  request at any time of any holder of shares of such Series A Preferred Stock
  (but in any event not later than 10 days thereafter), furnish or cause to be
  furnished to such holder a certificate setting forth (i) the Series A Conversion
  Price then in effect, and (ii) the number of shares of Common Stock and the
  amount, if any, of other securities, cash or property which then would be
  received upon the conversion of the shares of such Series A Preferred Stock.


5.          
Mandatory Conversion. 

(a)      In the event the Corporation
completes the sale of shares of Common Stock to the public in a firm-commitment
underwritten public offering pursuant to an effective registration statement
under the Securities Act of 1933, as amended (a “Public Offering”), and
Orgenesis requests in writing that the holders of Series A Preferred Stock
convert into Voting Common Stock in connection with, and at the time of
completion of, such Public Offering (the “Mandatory Conversion”) then
each outstanding share of Series A Preferred Stock shall automatically convert
into shares of Voting Common Stock in accordance with the conversion provisions
set forth in Section 4 above upon completion of such Public Offering; but
only if, on the date of such Mandatory Conversion, the Corporation makes a
payment, in cash, to each holder of Series A Preferred Stock equal to 1.5
multiplied by the Series A Original Issue Price for each share of Series
A Preferred Stock held by such holder (the “Conversion Payment”).

(b)      In the event Orgenesis elects
to cause the Mandatory Conversion, all holders of record of shares of Series A
Preferred Stock shall be given written notice of the Mandatory Conversion Date
and the place designated for mandatory conversion of all such shares of Series A
Preferred Stock pursuant to this Section 5 at least ten (10) days (as
defined in the Stockholders’ Agreement) prior to the Mandatory Conversion Date.
Such notice shall be sent by overnight or registered mail, postage prepaid, or
given by electronic communication in compliance with the provisions of the DGCL,
to each record holder of Series A Preferred Stock.

- 18 - 




Upon receipt of such notice, each holder of shares of Series A
Preferred Stock shall surrender his, her or its certificate or certificates for
all such shares to the Corporation at the place designated in such notice, and
shall thereafter receive the Conversion Payment and certificates for the number
of shares of Voting Common Stock to which such holder is entitled pursuant to
this Section 5. On the Mandatory Conversion Date (subject to receiving
the Conversion Payment), all outstanding shares of Series A Preferred Stock
shall be deemed to have been converted into shares of Voting Common Stock, which
shall be deemed to be outstanding of record, and all rights with respect to the
Series A Preferred Stock so converted, including the rights, if any, to receive
notices and vote (other than as a holder of Voting Common Stock), will
terminate, except only the rights of the holders thereof, upon surrender of
their certificate or certificates therefor, to receive the Conversion Payment
and certificates for the number of shares of Voting Common Stock into which such
Series A Preferred Stock has been converted, the right to receive payment of any
accrued and unpaid dividends thereon. If so required by the Corporation,
certificates surrendered for conversion shall be endorsed or accompanied by
written instrument or instruments of transfer, in form satisfactory to the
Corporation, duly executed by the registered holder or by his, her or its
attorney duly authorized in writing. As soon as practicable after the Mandatory
Conversion Date and the surrender of the certificate or certificates for Series
A Preferred Stock, the Corporation shall cause to be issued and delivered to
such holder, or on his, her or its written order, certificates for the number of
shares of Voting Common Stock issuable on such conversion in accordance with the
provisions hereof. 

(c)      All certificates evidencing
shares of Series A Preferred Stock which are required to be surrendered for
conversion in accordance with the provisions hereof shall, from and after the
Mandatory Conversion Date, be deemed to have been retired and cancelled and the
shares of Series A Preferred Stock represented thereby converted into the right
to receive the Conversion Payment and Voting Common Stock for all purposes,
notwithstanding the failure of the holder or holders thereof to surrender such
certificates on or prior to such date. Such converted Series A Preferred Stock
may not be reissued as shares of such Series, and the Corporation may thereafter
take such appropriate action (without the need for stockholder action) as may be
necessary to reduce the authorized number of shares of Series A Preferred Stock
accordingly. 

(d)      For the avoidance of doubt,
an attempted conversion of the Series A Preferred Stock into Voting Common Stock
pursuant to this Section 5 shall not be effective, and the holders of
Series A Preferred Stock shall retain all of their rights as holders of Series A
Preferred Stock under this Certificate of Incorporation and the Stockholders’
Agreement, until all holders of Series A Preferred Stock have received the
entire amount of their Conversion Payment in cash. 

6.          
Redemption. 

(a)      In addition to the redemption
of the Series A Preferred Stock in accordance with the Deemed Liquidation
provisions of Section 2(c)(iii), each holder of shares of Series A
Preferred Stock (the “Redeeming Holders”) shall have the right to require
the Corporation to redeem its Series A Preferred Stock, out of funds lawfully
available therefore and as further described in this Section 5, if at
least 50% of the then outstanding shares of Series A Preferred Stock so request
in a written instrument (a “Redemption Request”) delivered to the Corporation at any time after the earlier of (i) the fifth
(5th) anniversary of the Series A Original Issue Date and (ii) the shareholders
of Orgenesis failing to duly and validly Properly Approve (as defined in the
Stockholders’ Agreement) on or before December 31, 2019 the Stockholders’
Agreement Terms (as defined in the Stockholders’ Agreement) and the Corporation
has received an arm’s length offer to purchase the Corporation from a third
party purchaser that is not an affiliate of any stockholder of the Corporation
(the “Proposed Sale”) which the Corporation has not accepted and
completed. 

- 19 - 




(b)      In the event a Redemption
  Request is delivered at any time following the fifth (5th)
  anniversary of the Series A Original Issue Date, the price per share of Series A
  Preferred Stock at which the Corporation shall redeem shares of Series A
  Preferred Stock pursuant to this Section 6 (the “Redemption
    Price”) shall be equal to the Series A Liquidation Amount applicable to each
  share of Series A Preferred Stock determined as if a Deemed Liquidation Event
  had occurred on the date the Redemption Request is issued and as determined by
  one of the top ten (10) United States independent third party accounting firms
  selected by the holder of such shares of Series A Preferred Stock in its sole
  discretion; provided, however, that if such accounting firms do
  not provide such valuation services in the ordinary course of their business as
  of the time such valuation is to be requested, then the valuation shall be
  determined by a reputable, independent third party entity that provides such
  valuation services as chosen by the holder of such shares of Series A Preferred
Stock in its sole discretion. 

(c)      In the event the
Stockholders’ Agreement Terms are not approved prior to December 31, 2019 and a
Redemption Request is delivered following the Corporation’s failure to accept
and complete a Proposed Sale, the Redemption Price shall be equal to the Series
A Liquidation Amount that would have been paid for each share of Series A
Preferred Stock if the Proposed Sale had been completed.

(d)      The Corporation shall,
pursuant to this Section 6, redeem all shares of Series A Preferred Stock
held by the Redeeming Holders in a single installment within sixty (60) days
after the date of the Redemption Request (the date of such installment shall be
referred to herein as the “Redemption Date”). If the Corporation does not
have sufficient funds legally available to redeem on any Redemption Date all
shares of Series A Preferred Stock to be redeemed on such Redemption Date, then
the Corporation shall redeem a pro rata portion of each Redeeming Holder’s
shares of Series A Preferred Stock out of funds legally available therefore. Any
remaining shares of Series A Preferred Stock held by a Redeeming Holder that
cannot be redeemed shall, at the option of such Redeeming Holder, be either
retained as shares of Series A Preferred Stock or converted into a promissory
note, payable by the Corporation to such Redeeming Holder, which shall be
payable on demand and shall be in the principal amount equal to the aggregate
Redemption Price of such shares. Such promissory note shall accrue interest at a
market rate (provided that such interest shall not exceed the maximum statutory
rate, if any, then in effect). Furthermore, if the Corporation has insufficient
funds to redeem all of the Series A Preferred Stock, the Corporation shall have
the right, but not the obligation, without regards to any rights or preferences
of the Series A Preferred Stock as set forth in this Certificate of
Incorporation or the Stockholders’ Agreement, to raise funds (either form
existing stockholders or outside sources) to meet its obligations arising from
the Redemption Request but only if all amounts payable to all holders of Series
A Preferred Stock are fully paid in cash at time of the completion of such
fundraising. 

- 20 - 




(e)      The Corporation shall send
written notice of the redemption pursuant to this Section 6 (a
“Redemption Notice”) to each Redeeming Holder not less than fifteen (15)
days prior to each Redemption Date. Each Redemption Notice shall state:

(i)      the
number of shares of Series A Preferred Stock held by the Redeeming Holder(s);

 (ii)      the Redemption Date and the Redemption Price; 

(iii)      the date upon which the
  holder’s right to optionally convert such shares terminates (as determined in
  accordance with this Certificate of Incorporation); and

 (iv)      that the holder is
  to surrender to the Corporation, in the manner and at the place designated, such
  holder’s certificate or certificates representing the shares of Series A
Preferred Stock to be redeemed. 

(f)      On or before the applicable
Redemption Date, each Redeeming Holder, unless such holder has exercised such
holder’s right to optionally convert such shares as provided in this Certificate
of Incorporation, shall surrender the certificate or certificates representing
such shares (or, if such registered holder alleges that such certificate has
been lost, stolen or destroyed, a lost certificate affidavit and agreement
reasonably acceptable to the Corporation to indemnify the Corporation against
any claim that may be made against the Corporation on account of the alleged
loss, theft or destruction of such certificate) to the Corporation, in the
manner and at the place designated in the Redemption Notice, and thereupon the
Redemption Price for such shares shall be payable to the order of the person
whose name appears on such certificate or certificates as the owner thereof. In
the event that less than all of the shares of Series A Preferred Stock
represented by a certificate are redeemed, a new certificate representing the
unredeemed shares of Series A Preferred Stock shall promptly be issued to such
holder. 

(g)      If the Redemption Notice
shall have been duly given and, if on the applicable Redemption Date, the
Redemption Price payable upon redemption of the shares of Series A Preferred
Stock to be redeemed on such Redemption Date is paid or tendered for payment or
deposited with an independent payment agent so as to be available therefore in a
timely manner, then, notwithstanding that the certificates evidencing any of the
shares of Series A Preferred Stock so called for redemption shall not have been
surrendered, dividends with respect to such shares of Series A Preferred Stock
shall cease to accrue after such Redemption Date and all rights with respect to
such shares shall forthwith after the Redemption Date terminate, except only the
right of the holders to receive the Redemption Price without interest upon
surrender of their certificate or certificates therefor. 

7.         
 Redeemed or Otherwise Acquired Shares. Any shares of Preferred
Stock that are redeemed or otherwise acquired by the Corporation or any of its
subsidiaries shall be automatically and immediately cancelled and retired and
shall not be reissued, sold or transferred. Neither the Corporation nor any of
its subsidiaries may exercise any voting or other rights granted to the holders
of Preferred Stock following such redemption or acquisition. 

- 21 - 




8.         
 Waiver. Any of the rights, powers, preferences or other terms of
the holders of Series A Preferred Stock set forth herein may be waived on behalf
of all holders of the Series A Preferred Stock by the affirmative written
consent or vote of the holders of at least 50% of the shares of Series A
Preferred Stock then-outstanding. 

ARTICLE FIVE
EXISTENCE 

The Corporation is to have perpetual existence.

ARTICLE SIX 
GENERAL 

A.         
 Amendment of Certificate of Incorporation. The Corporation reserves
the right to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation in the manner now or hereafter prescribed by law,
and all powers, preferences, rights and privileges conferred upon stockholders,
directors or any other persons in this Certificate of Incorporation are granted
subject to this reservation. 

B.          
Amendment of Bylaws. In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, subject to any additional vote
or approval required by this Certificate of Incorporation or the Bylaws or any
agreement among the stockholders and the Corporation, the Board is expressly
authorized and empowered to adopt, amend or repeal the Bylaws in any respect not
inconsistent with the laws of the State of Delaware or this Certificate of
Incorporation or any agreement among the stockholders and the Corporation;
provided, however, that the fact that such power has been
conferred upon the Board shall not divest the stockholders of the power and
authority, nor limit the power of stockholders, to adopt, amend or repeal the
Bylaws. 

C.          
Powers of Board. In addition to the powers and authority in this
Certificate of Incorporation or by statute expressly conferred upon it, the
Board may exercise all such powers and do all such acts as may be exercised or
done by a corporation under the laws of the State of Delaware, subject to the
provisions of this Certificate of Incorporation and the Bylaws and any agreement
among the stockholders and the Corporation. 

D.          
Ratification by Stockholders. Any contract, transaction or act of the
Corporation or of the Board or any committee of the Board that shall be ratified
by the holders of a majority of the shares of stock of the Corporation entitled
to vote shall, insofar as permitted by the laws of the State of Delaware or by
this Certificate of Incorporation, be as valid and as binding as though ratified
by every stockholder of the Corporation. 

E.         
 Stockholders’ Meetings. Meetings of the stockholders of the
Corporation may be held within or without the State of Delaware, as the Bylaws
may provide. The books of the Corporation may be kept outside the State of
Delaware at such place or places as may be designated from the time to time by
the Board or in the Bylaws. Election of directors need not be by written ballot
unless the Bylaws so provide. 

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ARTICLE SEVEN
EXCULPATION 

To the fullest extent permitted by law, a director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director. If
the DGCL or any other law of the State of Delaware is amended after the date of
the filing of this Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the DGCL or such other law of the State of Delaware,
in each case as so amended. Any repeal or modification of this Article
Seven shall not adversely affect any right or protection of a director of
the Corporation existing at the time of, or increase the liability of any
director of the Corporation with respect to any acts or omissions of such
director occurring prior to, such repeal or modification. 

ARTICLE EIGHT
BUSINESS COMBINATIONS 

The Corporation expressly elects not to be governed by Section
203 of the DGCL as from time to time in effect or any successor provision
thereto. 

ARTICLE NINE
INDEMNIFICATION 

A.          
Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any threatened,
pending or completed action, investigation, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a “Proceeding”),
by reason of the fact that he or she is or was a director of the Corporation or
is or was serving at the request of the Corporation as a director of another
corporation or as a director or manager of a limited liability company,
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an “Indemnitee”),
whether the basis of such Proceeding is an alleged action in an official
capacity as a director or manager or in any other capacity while serving as a
director or manager, shall be indemnified and held harmless by the Corporation
to the fullest extent authorized by the DGCL, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than permitted prior thereto), against all cost, expense, liability and
loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by
such Indemnitee in connection therewith and such indemnification shall continue
as to an Indemnitee who has ceased to be a director or manager and shall inure
to the benefit of the Indemnitee’s heirs, executors and administrators;
provided, however, that, except as provided in Section C
below with respect to Proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such Indemnitee in connection with a Proceeding
(or part thereof) initiated by such Indemnitee only if such Proceeding (or part
thereof) was authorized by the Board. 

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B.          
Right to Advancement of Expenses. Any person entitled to indemnification
pursuant to Section A above shall also be reimbursed by the Corporation
for all expenses incurred in defending or preparing to defend any Proceeding for
which such right to indemnification is applicable, in advance of its final
disposition (hereinafter an “Advancement”); provided,
however, that, if the DGCL requires, an Advancement shall be made only
upon delivery to the Corporation of an undertaking by or on behalf of such
person to repay all amounts so advanced if it shall ultimately be determined by
final judicial decision from which there is no further right to appeal
(hereinafter a “Final Adjudication”) that such person is not entitled to
be indemnified for such expenses under this Article Nine or otherwise.


C.          
Right of Indemnitee to Bring Suit. The rights to indemnification and to
Advancement conferred in Sections A and B above shall be contract
rights between the Corporation and each person entitled to such rights to
indemnification and to Advancement. Any repeal or modification of this
Article Nine shall not affect any rights or obligations then existing
with respect to any state of facts or Proceeding then existing. If a claim under
Section A or B above is not paid in full by the Corporation within
sixty (60) days after a written claim has been received by the Corporation,
except in the case of a claim for an Advancement, in which case the applicable
period shall be twenty (20) days, then the Indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an Advancement pursuant to the terms of an undertaking,
then the Indemnitee shall be entitled to be paid also the expense of prosecuting
or defending such suit. In (1) any suit brought by the Indemnitee to enforce a
right to indemnification under Section A above (but not in a suit brought
by the Indemnitee to enforce a right to an Advancement) it shall be a defense
that, and (2) in any suit by the Corporation to recover an Advancement pursuant
to the terms of an undertaking the Corporation shall be entitled to recover such
expenses upon a Final Adjudication that, the Indemnitee has not met the
applicable standard for indemnification set forth in the DGCL. Neither the
failure of the Corporation (including its Board, its independent legal counsel
or its stockholders) to have made a determination prior to the commencement of
such suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the DGCL, nor an actual determination by the Corporation (including its
Board, its independent legal counsel or its stockholders) that the Indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the Indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the Indemnitee, be a defense to such a suit. In any suit
brought by the Indemnitee to enforce a right to indemnification or to
Advancement under this Article Nine, or by the Corporation to recover an
Advancement pursuant to the terms of an undertaking, the burden of proving that
the Indemnitee is not entitled to be indemnified, or to such Advancement, under
this Article Nine or otherwise shall be on the Corporation. 

D.          
Non-Exclusivity of Rights. The rights to indemnification and to
Advancement conferred in this Article Nine shall not be exclusive of any
other right that any person may have or hereafter acquire under any statute,
this Certificate of Incorporation, any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise. 

E.          
Indemnification Priority. The Corporation hereby acknowledges that
certain directors and officers affiliated with institutional investors may have
certain rights to indemnification, advancement of expenses and/or insurance provided by such
institutional investors or certain of their affiliates (collectively, the
“Institutional Indemnitors”). The Corporation hereby agrees (i) that the
Corporation is the full indemnitor of first resort (i.e., its obligations to the
Indemnitee are primary and any obligation of the Institutional Indemnitors to
advance expenses, to provide indemnification and/or to provide insurance for the
same expenses or liabilities incurred by the Indemnitee are secondary), (ii)
that the Corporation shall be required to advance the full amount of expenses
incurred by the Indemnitee in accordance with this Article Nine without
regard to any rights the Indemnitee may have against the Institutional
Indemnitors and (iii) that the Corporation irrevocably waives, relinquishes and
releases the Institutional Indemnitors from any and all claims against the
Institutional Indemnitors for contribution, subrogation or any other recovery of
any kind in respect thereof. The Corporation further agrees that no advancement
or payment by the Institutional Indemnitors on behalf of the Indemnitee with
respect to any claim for which the Indemnitee has sought indemnification from
the Corporation shall affect the foregoing and the Institutional Indemnitors
shall have a right of contribution and/or be subrogated to the extent of such
advancement or payment to all of the rights of recovery of the Indemnitee
against the Corporation. No right of indemnification, advancement of expenses or
other right of recovery that an Indemnitee may have from any Institutional
Indemnitor or any insurer providing insurance coverage under any policy
purchased or maintained by an Institutional Indemnitor shall reduce or otherwise
alter the rights of the Indemnitee or the obligations of the Corporation
hereunder. Each Indemnitee shall execute all documents reasonably required and
shall do all things that may be reasonably necessary to secure the rights of
such Indemnitee’s Institutional Indemnitors under this Section 9.E,
including the execution of such documents as may be necessary to enable the
Institutional Indemnitors effectively to bring suit to enforce such rights,
including in the right of the Corporation. Each of the Institutional Indemnitors
shall be third-party beneficiaries with respect to this Section 9.E,
entitled to enforce this Section 9.E. 

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F.         
   Witnesses. To the extent that any Indemnitee is a witness in any
  Proceeding, such Indemnitee shall be indemnified against all costs and expenses
  actually and reasonably incurred by such Indemnitee on his or her behalf in
connection therewith. 

G.          
Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, limited liability company, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against such
expense, liability or loss under this Article Nine or the DGCL. 

H.          
Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board, grant
rights to indemnification and to Advancement to any officer, employee or agent
of the Corporation, or to any person serving at the request of the Corporation
as an officer, employee or agent of another corporation or of a limited
liability company, partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan, to the
fullest extent of the provisions of this Article Nine with respect
to the indemnification and Advancement of directors of the Corporation. 

- 25 - 




ARTICLE TEN
CORPORATE OPPORTUNITIES 

A.          
Corporate Opportunities. To the fullest extent permitted by law, the
Corporation, on behalf of itself and its subsidiaries, renounces any interest or
expectancy of the Corporation and its subsidiaries in, or in being offered an
opportunity to participate in, or in being informed about, an Excluded
Opportunity. “Excluded Opportunity” means any matter, transaction,
interest or opportunity that is presented or offered to, or acquired, created or
developed by, or which otherwise comes into the possession of, (i) any director
of the Corporation who is not an employee of the Corporation or any of its
subsidiaries, or (ii) any holder of Preferred Stock or any affiliate, partner,
member, director, equityholder, employee, agent or other related person of any
such holder, other than someone who is an employee of the Corporation or any of
its subsidiaries (a “Covered Person”), unless such matter, transaction,
interest or opportunity is presented or offered to, or acquired, created or
developed by, or otherwise comes into the possession of, a Covered Person
expressly and solely in such Covered Person’s capacity as a director of the
Corporation. 

B.         
 Effect of Repeal or Modification. Neither the repeal nor
modification of this Article Ten nor the adoption of any other amendment
to this Certificate of Incorporation inconsistent with this Article Ten
shall eliminate or reduce the effect of this Article Ten in respect of
any business opportunity first identified or any other matter occurring, or any
cause of action, suit or claim that, but for this Article Ten, would
accrue or arise, prior to such repeal, modification or adoption. Any person or
entity purchasing or otherwise acquiring any interest in any shares of capital
stock of the Corporation shall be deemed to have notice of and consented to the
provisions of this Article Ten. 

ARTICLE ELEVEN

JURISDICTION 

Unless the Corporation consents in writing to the selection of
  an alternative forum, the Court of Chancery in the State of Delaware shall be
  the sole and exclusive forum for any stockholder (including a beneficial owner)
  to bring (i) any derivative action or proceeding brought on behalf of the
  Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed
  by any director, officer or other employee of the Corporation to the Corporation
  or the Corporation’s stockholders, (iii) any action asserting a claim against
  the Corporation, its directors, officers or employees arising pursuant to any
  provision of the DGCL or the Certificate of Incorporation or Bylaws or (iv) any
  action asserting a claim against the Corporation, its directors, officers or
  employees governed by the internal affairs doctrine, except for, as to each of
  (i) through (iv) above, any claim as to which the Court of Chancery determines
  that there is an indispensable party not subject to the jurisdiction of the
  Court of Chancery (and the indispensable party does not consent to the personal
  jurisdiction of the Court of Chancery within ten (10) days following such
  determination), which is vested in the exclusive jurisdiction of a court or
  forum other than the Court of Chancery, or for which the Court of Chancery does
  not have subject matter jurisdiction. If any provision or provisions of this
  Article Eleven shall be held to be invalid, illegal or unenforceable as
  applied to any person or entity or circumstance for any reason whatsoever, then,
  to the fullest extent permitted by law, the validity, legality and
  enforceability of such provisions in any other circumstance and of the remaining
  provisions of this Article Eleven (including, without limitation, each
  portion of any sentence of this Article Eleven containing any such
  provision held to be invalid, illegal or unenforceable that is not itself held
  to be invalid, illegal or unenforceable) and the application of such provision
  to other persons or entities and circumstances shall not in any way be affected
or impaired thereby. 

* * * 

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IN WITNESS WHEREOF, this Certificate of Incorporation
has been executed by a duly authorized officer of the Corporation on this 27th
day of June, 2018. 


	By: 	/s/ Vered Caplan 
	Name: 	Vered Caplan 
	Title: 	President