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






ESCROW AGREEMENT 

THIS AGREEMENT dated as of the 27th day of February, 2015. 

BETWEEN: 


	ORGENESIS INC., a corporation formed under the laws
      of the State of Nevada, U.S.A. 
	 
	(“Orgenesis”) 
	 
	AND: 
	 
	The undersigned shareholders of MastherCell SA and Cell
      Therapy Holding SA as listed on Schedule 1 attached hereto 
	 
	collectively the “Masthercell Principals”) 
	 
	AND: 
	 
	The undersigned holders of Convertible Bonds issued by
      MastherCell SA as listed on Schedule 2 attached hereto 
	 
	(the "Bondholders") 
	  
	The Masthercell Principals and the Bondholders are
      hereafter referred to collectively as the "Selling Shareholders".
    
	 
	AND: 
	 
	SECURITIES TRANSFER CORPORATION, a Texas Corporation
      and the transfer agent of Orgenesis 
	 
	(the “Escrow Agent”) 



WHEREAS: 

	A. 	
      The parties hereto, among others, have entered into a
      Share Exchange Agreement (the “SEA”) dated the same date as this
      Agreement, regarding the sale of all outstanding equity of MasTHercell SA
      and Cell Therapy Holding SA, both Belgian companies.

	 	 
	B. 	
      The Masthercell Principals will be upon Closing the
      legal, registered and beneficial owners of the shares in the capital of
      Orgenesis as indicated beside such person’s name in Schedule 1 (the
      “Masthercell Principals’ Shares”). Upon conversion, the Bondholders
      will be the legal, registered and beneficial owners of additional
      MastherCell Common Stock as indicated beside such person's name in
      Schedule 2.








	C. 	
      It is agreed that all capitalized terms not defined in
      this Agreement shall have the meaning ascribed to them in the
  SEA.

	 	 
	D. 	
      Pursuant to section 2.8 of the SEA, all the Consideration
      Shares (collectively, the “Escrowed Shares”) are to be deposited in
      escrow with the Escrow Agent and released according to the terms and
      conditions of this Escrow Agreement.

	 	 
	E. 	
      The Escrowed Shares are to be released to the Selling
      Shareholders as to one twelfth of the Consideration Shares due to each
      Selling Shareholder per month, starting in the 13th month after the
      Closing Date, unless pursuant to the last sentence of section 2.8
      different conditions for release become applicable (the “Scheduled
      Release”).

	 	 
	F. 	
      The Escrowed Shares may be cancelled pursuant to the
      Unwinding provisions section 10.5 of the SEA.

	 	 
	G. 	
      Pursuant to section 11.1(a) of the SEA, a portion of the
      Masthercell Principals’ Shares, may be transferred to the Bondholders in
      exchange for the Conversion Shares (the “Bond Exchange”) or a
      portion of the Masthercell Principals’ Shares may be cancelled pursuant to
      section 11.2 of the SEA in the event the Bond Exchange does not
    occur.

	 	 
	H. 	
      The Escrow Agent is willing to act as escrow agent for
      the sole purpose of accepting, holding and releasing the Escrowed Shares
      in accordance with the terms and conditions of this Escrow
    Agreement.



NOW THEREFORE THIS ESCROW AGREEMENT WITNESSES THAT in
consideration of the premises, mutual covenants and agreements herein contained,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows: 

ARTICLE 1 
APPOINTMENT AND DELIVERY OF ESCROWED
SHARES 

	1.1 	
      Appointment of Escrow
  Agent



Orgenesis and the Selling Shareholders hereby appoint the
Escrow Agent to act as escrow agent on the terms and conditions set forth herein
and the Escrow Agent hereby accepts such appointment on such terms and
conditions. 

	1.2 	Deposit and Receipt of Escrowed
      Shares 
	  	  
	(a) 	
      The Escrow Agent will confirm that it has possession of
      the Escrowed Shares upon their creation by the Escrow Agent at Closing,
      pursuant to a treasury direction from Orgenesis. The parties acknowledge
      and agree that the Escrowed Shares be dealt with only in accordance with
      the terms and conditions of this Escrow Agreement and the SEA.
  








	(b) 	
      The Escrow Agent confirms that it has no ownership
      interest in the Escrowed Shares, but is serving as escrow holder only, and
      will have possession of such shares only in accordance with the terms and
      conditions of this Escrow Agreement.



ARTICLE 2 
RELEASE OF ESCROWED SHARES 

	2.1 	
      Escrowed Shares
Release



The Escrowed Shares shall only be released by the Escrow Agent
under the conditions set out in this section. 

In case of dispute between the Selling Shareholders and
Orgenesis as to whether any portion of the Selling Shareholders' Shares are to
be released, the Escrow Agent may either retain the disputed Escrowed Shares in
escrow or deposit them with a court so that the parties may litigate the outcome
of such Escrowed Shares. 

	2.2 	
      Release in case of
  Uplisting



Provided there is no Unwinding and in case of conversion of the
Convertible Bonds upon Uplisting, within 10 trading days on US stock markets
from the conversion of the Convertible Bonds, the board of directors of
Orgenesis shall notify the Escrow Agent in writing of: 

	(i) 	
      the amount in Convertible Bonds that have been converted
      into Conversion Shares;

	 	 
	(ii) 	
      the number of Escrowed Shares to be transferred to
      Bondholders by the Masthercell Principals attributed pursuant to the
      conversion, which Escrowed Shares will continue to remain in escrow
      subject to the Scheduled Release; and

	 	 
	(iii) 	
      in case not all Convertible Bonds have been converted to
      Conversion Shares, the number of Consideration Shares corresponding to the
      subscription amount of the Convertible Bonds that have not been converted
      and to be cancelled pursuant to section 11.2 of the
SEA,



(such notification being the "Allocation Notice"). 

	2.3 	
      Release of the Escrowed Shares in case of
      Unwinding



In case of Unwinding, as notified to the Escrow Agent by the
board of Orgenesis in writing, the Escrowed Shares will be released in full to
Orgenesis for cancellation, and the Escrow Agent will effect such cancellation.
Orgenesis agrees that the Priveco shares will be concomitantly returned to the
Selling Shareholders. 





	2.4 	
      Release of the Escrowed Shares in the absence of
      Uplisting



In the absence of Uplisting, the overall number of Escrowed
Shares to be released to Orgenesis for cancellation shall be determined in
accordance with article 11.2 of the SEA and apportioned among the Selling
Shareholders (other than the Bondholders) in proportion to their participation
in the share capital of Priveco before Closing. The board of directors of
Orgenesis will direct the Escrow Agent in writing as to the cancellation or
release of any such Escrowed Shares.

ARTICLE 3 
TERMINATION OF ESCROW AGREEMENT 

	3.1 	
      Termination on Joint
  Direction



Other than the provisions of this Escrow Agreement relating to
the protection of the Escrow Agent, this Escrow Agreement may be terminated at
any time by and upon the receipt by the Escrow Agent of written notice of
termination executed by Orgenesis and the Selling Shareholders' Representative
which notice of termination will be accompanied by a direction signed by
Orgenesis and the Selling Shareholders' Representative directing to whom the
Escrowed Shares are to be delivered (the "Joint Direction"). 

	3.2 	
      Termination on Release of Escrowed
      Shares



This Escrow Agreement shall terminate and cease to be of any
further force and effect (except for the provisions of this Escrow Agreement
relating to protection of the Escrow Agent which shall survive any termination
of this Escrow Agreement) on the date on which the Escrow Agent has delivered
the Escrowed Shares in accordance with ARTICLE 2 or Section 5.5. 

ARTICLE 4 
DETERMINATION 

	4.1 	
      Escrow Agent Not Required to Make
      Determination



The Escrow Agent shall not be required to make any
determination or decision with respect to the validity of any claim made by any
party, or of any denial thereof (including without limitation the validity of
any Joint Direction given hereunder), and shall be entitled to rely conclusively
on the terms thereof. 

ARTICLE 5 
ESCROW AGENT 

	5.1 	
      Duties of Escrow
Agent



The duties and obligations of the Escrow Agent hereunder shall
be governed solely by the provisions of this Escrow Agreement and the SEA, and
the Escrow Agent shall have no duties other than the duties expressly imposed therein and
shall not be required to take any action other than in accordance with the terms
hereof. The Escrow Agent shall:





	 	(a) 	
      not be responsible to inquire into the authenticity or
      genuineness of any signature or document presented to it pursuant to this
      Escrow Agreement and may rely conclusively upon and shall be protected in
      acting upon any advice, judicial order or decree, certificate, notice,
      request, consent, statement, instruction or other instrument believed by
      it in good faith to be genuine or to be signed or presented by the proper
      person hereunder, or duly authorized by such person or properly
    made;

	 	 	 
	 	(b) 	
      not be responsible for any of the agreements contained
      herein except the performance of its duties as expressly set out
      herein;

	 	 	 
	 	(c) 	
      be entitled to retain counsel and to act in reliance upon
      the advice of such counsel in all matters pertaining to this Escrow
      Agreement, and shall not be liable for any action taken or omitted by it
      in good faith in accordance with such advice; and

	 	 	 
	 	(d) 	
      not be bound by any notice of, or demand with respect to,
      any waiver, modification, amendment, termination, cancellation or
      rescission of this Agreement, unless in writing and signed by Orgenesis
      and the Selling Shareholders' Representative and, if the duties of the
      Escrow Agent are affected thereby, unless it shall have given its prior
      written consent thereto.




	5.2 	
      Liability of the Escrow
  Agent



In the event of any controversy or dispute hereunder or with
respect to any question as to the interpretation or performance of this Escrow
Agreement, or any action to be taken by the Escrow Agent hereunder, the Escrow
Agent shall incur no liability for any action taken or suffered in good faith,
its liability hereunder to be limited solely to gross negligence or wilful
misconduct on its part. Orgenesis and the Masthercell Principals hereby agree,
jointly and severally, to indemnify the Escrow Agent for, and to hold it
harmless against, any loss, liability or expense incurred without gross
negligence or wilful misconduct on the part of the Escrow Agent, arising out of
or in connection with its entering into the Escrow Agreement, and carrying out
its duties hereunder, including the costs and expenses of defending itself
against any claim of liability. 

	5.3 	
      Fees of Escrow
Agent



All reasonable fees and expenses of the Escrow Agent, including
reasonable fees and expenses of its legal counsel, shall be borne by Orgenesis. 





	5.4 	
      Removal, Resignation and Replacement of Escrow
      Agent



The Escrow Agent or any successor escrow agent may resign at
any time by giving seven business days prior written notice of resignation to
the Orgenesis and the Selling Shareholders's Representative, such resignation to
be effective on the date specified in such notice. Orgenesis and the Selling Shareholders's
Representativesmay on seven Business Days written notice remove the Escrow Agent
with or without cause by any instrument or instruments in writing signed by
Orgenesis and the Selling Shareholders's Representativesand delivered to the
Escrow Agent and jointly appoint a successor escrow agent. In the event the
position of the Escrow Agent shall become vacant for any reason, including,
without limitation, resignation or removal, the parties hereto shall appoint as
successor escrow agent such other person or entity as Orgenesis and the Selling
Shareholders's Representatives may agree, by an instrument or instruments in
writing delivered to such successor escrow agent and the retiring Escrow Agent.
Upon the appointment of any successor, such successor escrow agent shall
immediately execute, acknowledge and deliver to each of the parties hereto, an
instrument accepting such appointment. Upon execution of such instrument, the
successor escrow agent without further act shall succeed to all the rights and
obligations of the retiring Escrow Agent hereunder as if originally named
herein, and the retiring Escrow Agent will duly assign, transfer and deliver to
such successor escrow agent the Escrowed Shares and all of the other rights at
the time held by the retiring Escrow Agent hereunder provided the retiring
Escrow Agent shall have received payment in full of all expenses owing to it
hereunder. Any successor escrow agent shall be subject to removal in the same
manner as aforesaid. If notwithstanding the receipt of a notice of resignation
from the Escrow Agent, Orgenesis and the Selling Shareholders's Representative
fail to appoint a successor escrow agent by the effective date of resignation
set forth in such notice, the agency created by this Escrow Agreement shall
thereupon be terminated in any event and the Escrow Agent shall be discharged
from any further duties hereunder; provided that the Escrow Agent may retain the
Escrowed Shares on a merely safekeeping basis until such time as a successor
escrow agent is appointed or it may deposit the Escrowed Shares (at the expense
of Orgenesis and the Selling Shareholders) with the Supreme Court of Texas or
such other court as the Selling Shareholdersand Orgenesis shall agree (the
“Court”). The deposit of the Escrowed Shares with the Court by the Escrow
Agent shall constitute a full discharge of the obligations of the Escrow Agent
to Orgenesis and the Selling Shareholders. 

	5.5 	
      Payment of Escrowed Shares into
  Court



In the event of any disagreement between the Orgenesis and the
Selling Shareholders hereto which in the reasonable opinion of the Escrow Agent
may result in adverse claims or demands with respect to the Escrowed Shares or
if any of the parties hereto, including the Escrow Agent, are in disagreement
about the interpretation of this Escrow Agreement or about rights and
obligations of the Escrow Agent or the propriety of an action contemplated by
the Escrow Agent under this Escrow Agreement, the Escrow Agent, may at its
option, deposit the Escrowed Shares with the Court. Upon the Escrow Agent making
such deposit, such Escrow Agent shall be discharged and released of its duties
and obligations hereunder. The Escrow Agent shall be indemnified by Orgenesis
and the Selling Shareholders jointly and severally in any such action,
interpleader or any other action or proceeding for all costs, expenses and fees
in its capacity as Escrow Agent in connection with any such deposit of the
Escrowed Shares or any action brought in connection with this Escrow Agreement.






	5.6 	
      Statements of Facts or
  Recitals



The Escrow Agent shall not be liable for or by reason of any
statements of fact or recitals in this Escrow Agreement and all such statements
and recitals are and shall be deemed to be made by the other parties to this
Agreement. 

	5.7 	
      Proceeds of Crime
  Legislation



The parties hereto acknowledge that subject to certain
exclusions that may apply, the Escrow Agent may be required under the provisions
of applicable law to obtain and review certain personal documentation (e.g.
passports, drivers licenses, etc.) of the individuals that are authorized to
provide the Escrow Agent with instructions relating to the operation of
applicable accounts. 

ARTICLE 6 
GENERAL 

	6.1 	
      Notice



Any and all notices required to be given or contemplated under
this Escrow Agreement shall be delivered personally or by facsimile and
addressed to the respective addresses of Orgenesis and the Masthercell
Principals as set out below or their respective solicitors: 

	 	(a) 	
      to Orgenesis:




	 	Orgenesis, Inc. 
	 	21 Sparrow Circle 
	 	White Plains NY 10605 
	 	  
	 	Attention: Vered Caplan, President and CEO
  
	 	email: vered.c@orgenesis.com 
	 	  
	 	with copies that do not constitute notice to:
    
	 	  
	 	nreithinger@eventusag.com 
	 	bip@cwilson.com 



	 	(b) 	
      to the Selling Shareholders,
at:




	 	Attention: 	Hugues Bultot 
	 	Email: 	Hugues.bultot@masthercell.com



With a copy which shall not constitute
notice to: 

Bird & Bird LLP 
Attn. of Paul
Hermant




Avenue Louise 235, b.1 
1050
Brussels 
Belgium 
Attention: Paul Hermant 
Email:
paul.hermant@twobirds.com 

	 	(c) 	
      to the Escrow Agent, at:



SECURITIES TRANSFER CORPORATION

2591 Dallas Parkway, Suite 102 
Frisco TX 75034 

	 	Attention: 	Marilyn Fox 
	 	Telephone: 	(469) 633-0101 
	 	Facsimile: 	(469) 633-0088 
	 	Email: 	fox@stctransfer.com 


or at such other address as any party may from time to time
specify by notice in writing given to the other parties hereto. Notices,
requests, demands or other communications, if sent by private delivery, shall be
deemed to have been received on the date of receipt by or on behalf of the
addressee or, if sent by facsimile or similar form of communication, upon
receipt by the sender of electronic confirmation of completion of the
transmission showing the correct answer back or other similar identification of
the addressee. 

	6.2 	
      Entire Agreement



This Escrow Agreement constitutes the entire agreement between
the parties with respect to the delivery of, and subsequent dealing with, the
Escrowed Shares. 

	6.3 	
      Severability



Any provision hereof that is held to be inoperative,
unenforceable or invalid in any jurisdiction shall be severable from the
remaining provisions which shall continue to be valid and enforceable to the
fullest extent permitted by law. 

	6.4 	
      Applicable Law



This Escrow Agreement shall be governed by and construed in
accordance with the laws of the State of Texas and the laws of the United States
applicable in Texas, without regard for the conflict of law rules of such laws,
and each of the parties hereto irrevocably submits to the exclusive jurisdiction
of the courts of Texas. 

	6.5 	
      Further Assurances



Orgenesis and the Selling Shareholders will at any time and
from time to time, upon the request of any of the other parties or the Escrow
Agent, execute and deliver such further documents and do such further acts and
things as may reasonably be requested by the Escrow Agent in order to evidence, carry out and give effect to the
terms, conditions, intent and meaning of this Escrow Agreement.





	6.6 	
      No Waiver



No failure or delay on the part of the Escrow Agent, Orgenesis
or the Selling Shareholders in exercising any right, power or remedy provided
herein may be, or may be deemed to be, a waiver thereof; nor shall any single or
partial exercise of any right, power or remedy preclude any other or further
exercise of such right, power or remedy or other right, power or remedy. 

	6.7 	
      Amendments



This Escrow Agreement may not be amended or modified in any
respect except by written instrument signed by all the parties hereto including
the Escrow Agent. 

	6.8 	
      No Conflict of
Interest



Each of the parties hereby acknowledges that the Escrow Agent
has acted and will continue to act as transfer agent for Orgenesis with respect
to its stock transfer needs. 

	6.9 	
      Successors



This Escrow Agreement shall be binding upon, and shall enure to
the benefit of each of the parties hereto and their respective successors and
assigns. 

	6.10 	
      Counterparts



This Escrow Agreement and any amendment, supplement,
restatement or termination of any provision of this Escrow Agreement may be
executed and delivered in any number of counterparts, each of which when
executed and delivered is an original but all of which taken together constitute
one and the same instrument. This Escrow Agreement may be executed by facsimile
or other electronic means and the facsimile or electronic execution pages will
be binding upon the executing party to the same extent as the original executed
pages. The executing party covenants to provide originals of the facsimile
execution pages for insertion into the original Escrow Agreement in place of the
facsimile pages. 

[Signature page to follow.] 




IN WITNESS WHEREOF the parties hereto have executed this
Escrow Agreement effective as of the date first written above. 


	ORGENESIS INC. 
	  	  
	  	  
	Per: 	/s/
      Vered Caplan 
	  	Authorized Signatory 
	  	  
	  	  
	  	  
	  	  
	SECURITIES TRANSFER CORPORATION
  
	  	  
	  	  
	Per: 	/s/
      Signed 
	  	Authorized Signatory








SCHEDULE 1 

MASTHERCELL PRINCIPALS 

	  	     Signature

	Hugues BULTOT 	/s/ Hugues Bultot 
	Avenue Victor Jacobs, 78, 	  
	1040 Brussels 	  
	Belgium 	  
	  	  
	José CASTILLO FERNANDEZ, 	/s/ José Castillo Fernandez 
	Rue de la Buanderie, 188/0007 boîte 3.1 	  
	1080 Brussels 	  
	Belgium 	  
	  	  
	JPP CONSULTING SPRL 	/s/ Signed 
	Chemin du Gros Tienne, 61, 	  
	1380 Lasne Belgium 	  
	Register of legal entities (district of Nivelles) number
	  
	0829.890.923 	  
	  	  
	Eric MATHIEU 	/s/ Eric Mathieu 
	Rue d'En haut 46 	  
	5530 Dorinne 	  
	Belgium 	  
	  	  
	Guillaume DE VIRON 	/s/ Guillaume de Viron 
	Chemin du Bois de Villers 8b 	  
	1325 Corroy-le-Grand 	  
	Belgium 	  
	  	  
	GABRIEL INVESTMENTS SPRL 	/s/ Signed 
	Rue des Combattants 127 	  
	1310 La Hulpe Belgium 	  
	Register of legal entities (district of Nivelles) number
	  
	0833.996.694 	  
	  	  
	AUXILIASTRA SPRL 	  
	Avenue Professeur Henrijean, 4 	/s/ Signed 
	4900 Spa Belgium 	  
	Register of legal entities (district of Verviers) number
	  
	0829.890.923 	  
	  	  
	THEODORUS SCA 	  
	Avenue Joseph Wybran 40 	/s/ Signed 
	1070 Anderlecht Belgium 	  
	Register of legal entities (district of Brussels) number
	  
	0859.775.138 	  
	  	  
	THEODORUS II SA 	  
	Avenue Joseph Wybran 40 	/s/ Signed 
	1070 Anderlecht 	  
	Belgium 	  







	Register of legal entities (district of Brussels) number
	  
	0879.436.147 	  
	  	  
	CELL THERAPY HOLDING SA 	  
	Rue Auguste Piccard 48 	/s/ Signed 
	6041 Gosselies Belgium 	  
	Register of legal entities (district of Charleroi) number
    	  
	0840.625.014 	  
	  	  
	UNIVERSITE LIBRE DE BRUXELLES 	  
	Avenue Franklin D. Roosevelt, 50 	/s/ Signed 
	1050 Brussels 	  
	Belgium 	  
	  	  
	  	  
	4FORCELLS SPRL 	/s/ Signed 
	Rue Adrienne Bolland, 8, 	  
	6041 Gosselies, 	  
	Belgium 	  
	  	  
	Register of legal entities (district of Charleroi) number
    	  
	0838.206.142 	  






SCHEDULE 2 
BONDHOLDERS 

	  	     Signature

	Olivier DAVIGNON 	/s/ Olivier Davignon 
	Avenue du Vivier d’Oie, 59 	  
	1180 Brussels 	  
	Belgium 	  
	  	  
	INVEST4MTCORG 	/s/ Signed 
	Unlimited partnership 	  
	(société civile de droit commun de droit belge) 	  
	Avenue des Cormorans 15 	  
	1150 Brussels 	  
	Belgium 	  
	  	  
	Claude JOTTRAND 	/s/ Claude Jottrand 
	Square Larousse 16 	  
	1190 Brussels 	  
	Belgium 	  
	  	  
	HOLOGRAMME SA 	/s/ Signed 
	Chemin de la tour de Champel, 6 	  
	1206 Geneva 	  
	Switzerland 	  
	Registered with the register of commerce of the canton of
    	  
	Geneva under number CH-660.3.083.013-9 	  
	  	  
	LIFE SCIENCES RESEARCH PARTNERS VZW 	/s/ Signed 
	Herestraat 49 bte 913 	  
	3000 Leuven 	  
	Belgium 	  
	Register of legal entities (district of Leuven) number 	  
	0435.768.243 	  
	  	  
	Alexandre SCHMITZ 	/s/ Alexandre Schmitz 
	34 Nassim Road 	  
	258419 Singapore 	  
	  	  
	THEODORUS SCA 	/s/ Signed 
	Avenue Joseph Wybran 40 	  
	1070 Anderlecht 	  
	Belgium 	  
	Register of legal entities (district of Brussels) number
	  
	0859.775.138 	  
	  	  
	THEODORUS III SA 	/s/ Signed 
	Avenue Joseph Wybran 40 	  
	1070 Anderlecht 	  
	Belgium 	  
	Register of legal entities (district of Brussels) number
	  
	0535.803.353