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





THESE WARRANTS ARE NOT TRANSFERABLE

THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO
PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933 ACT)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE
UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT.

	ORGENESIS INC. 
	(formerly Business Outsourcing Services Inc.)
  
	(A Nevada Corporation) 
	  
	NON-TRANSFERABLE 
	WARRANT CERTIFICATE 



	CERTIFICATE NO. 201 <>- <>-
      <> 	  
	NUMBER OF WARRANTS: 	RIGHT TO PURCHASE <>
      SHARES 


THESE NON-TRANSFERABLE WARRANTS WILL EXPIRE AND BECOME NULL AND
VOID
AT 4:30 P.M. (PACIFIC TIME) ON THE EXPIRY DATE (AS DEFINED IN THE TERMS
AND CONDITIONS 
ATTACHED TO THIS WARRANT CERTIFICATE.

NON-TRANSFERABLE SHARE PURCHASE WARRANTS 
TO PURCHASE COMMON
SHARES OF ORGENESIS INC.

THE WARRANTS REPRESENTED BY THIS CERTIFICATE

This is to certify that, for value received,
____________________ of ____________________ (the “Holder”) has the right
to purchase, upon and subject to the terms and conditions attached hereto as
Appendix “A” (the “Terms and Conditions”) from __________,
201<>to 4:30 p.m. (Pacific Time) on the Expiry Date (as defined in the
attached Terms and Conditions), the number of fully paid and non-assessable
common shares (the “Shares”) of Orgenesis Inc. (formerly known as
Business Outsourcing Services Inc.) (the “Company”) set out above, by
surrendering to the Company, at its offices at <>, this Warrant
Certificate with a Subscription in the form attached hereto as Appendix “B”,
duly completed and executed, and cash, bank draft, certified cheque or money
order in lawful money of the United States of America, payable to the order of
the Company in an amount equal to the purchase price per Share multiplied by the
number of Shares being purchased (the “Aggregate Purchase Price”).
Subject to adjustment thereof in the events and in the manner set forth in the
Terms and Conditions, the purchase price per Share on the exercise of each
Non-Transferable Share Purchase Warrant (“Warrant”) evidenced hereby
shall be US $<>per Share. Notwithstanding any other term of this
Warrant, the Holder must exercise <> Warrants to purchase <>Shares
by the earlier of the following: (i) twenty Business Days after being notified
in writing by the Company that the Company, or an Israeli subsidiary of the
Company, has signed an agreement with a clinical center; or (ii) the date that
is six months from issuance. Notwithstanding any other term of this Warrant, the
Holder must also exercise <>Warrants to purchase <>Shares twenty
(20) Business Days after the Company has demonstrated to the Holder or its agents that the Company’s technology has
achieved feasibility of enhancement of cell propagation capability.




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These Warrants are issued subject to the Terms and Conditions,
and the Holder may exercise the right to purchase Shares only in accordance with
the Terms and Conditions.

Nothing contained herein or in the Terms and Conditions will
confer any right upon the Holder or any other person to subscribe for or
purchase any Shares at any time subsequent to the Expiry Date and from and after
such time, these Warrants and all rights hereunder will be void and of no
value.

IN WITNESS WHEREOF the Company has caused this Warrant
Certificate to be executed.

DATED at the City of _______________ , in the State of
_______________ , as of the __________day of _______________ ,
201<>.

ORGENESIS INC.

	Per: 		 
	 	Name 	 
	 	Title 	 




	
      PLEASE NOTE THAT ALL SHARE CERTIFICATES ISSUED UPON
      EXERCISE HEREOF MUST BE LEGENDED AS FOLLOWS: 

	  
	
      “THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION
      TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
      1933 ACT) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
      OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES
      TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT,
      OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
      OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
      PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE
      1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO
      AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH
      THE 1933 ACT.” 








APPENDIX “A”

TERMS AND CONDITIONS dated as of __________, 201<>
(the “Terms and Conditions”), attached to the Non-Transferable Share Purchase
Warrants issued by Orgenesis Inc.

	1. 	
      DEFINITIONS



In these Terms and Conditions, unless there is something in the
subject matter or context inconsistent therewith:

	 	(a) 	
      “Business Days” means any day other than a Saturday,
      Sunday, or a day on which banking institutions in the State of Nevada are
      authorized or obligated by law or executive order to close.

	 	 	 
	 	(b) 	
      “Company” means Orgenesis Inc., a Nevada corporation. If
      a successor corporation will have become such as a result of
      consolidation, amalgamation or merger with or into any other corporation
      or corporations, or as a result of the conveyance or transfer of all or
      substantially all of the properties and estates of the Company as an
      entirety to any other corporation and thereafter “Company” will mean such
      successor corporation;

	 	 	 
	 	(c) 	
      “Company’s Auditors” means an independent firm of
      accountants duly appointed as auditors of the Company;

	 	 	 
	 	(d) 	
      “Exercise Price” means US $ <> per Share, subject
      to adjustment as provided in the Terms and Conditions;

	 	 	 
	 	(e) 	
      “Expiry Date” means __________, 201
    <>;

	 	 	 
	 	(f) 	
      “herein”, “hereby” and similar expressions refer to these
      Terms and Conditions as the same may be amended or modified from time to
      time; and the expression “Section” followed by a number refer to the
      specified Section of these Terms and Conditions;

	 	 	 
	 	(g) 	
      “person” means an individual, corporation, partnership,
      trustee or any unincorporated organization and words importing persons
      have a similar meaning;

	 	 	 
	 	(h) 	
      “Holder” or “Holders” means the holder of the Warrants
      and its heirs, executors, administrators, successors, legal
      representatives and assigns;

	 	 	 
	 	(i) 	
      “Shares” means the shares of common stock in the capital
      of the Company as constituted at the date hereof and any shares resulting
      from any subdivision or consolidation of such shares, issued upon exercise
      of the Warrants;

	 	 	 
	 	(j) 	
      “Warrants” means the Non-Transferable Share Purchase
      Warrants of the Company issued and presently authorized and for the time
      being outstanding; and

	 	 	 
	 	(k) 	
      “1933 Act” means the United States Securities Act of
      1933.




	2. 	
      INTERPRETATION



The division of these Terms and Conditions into sections and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation thereof. Words importing the singular
number include the plural and vice versa and words importing the masculine
gender include the feminine and neuter genders.




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	3. 	
      APPLICABLE LAW



The rights and restrictions attached to the Warrants shall be
construed in accordance with the laws of the State of Nevada.

	4. 	
      ADDITIONAL ISSUANCES OF
  SECURITIES



The Company may at any time and from time to time do further
equity or debt financing and may issue additional shares, warrants, convertible
securities, stock options or similar rights to purchase shares of its capital
stock.

	5. 	
      REPLACEMENT OF LOST
WARRANTS



5.1 In case this Warrant Certificate shall become mutilated,
lost, destroyed or stolen, the Company in its discretion may issue and deliver a
new Warrant Certificate of like date and tenure as the one mutilated, lost,
destroyed or stolen, in exchange for and in place of and upon cancellation of
such mutilated Warrant Certificate, or in lieu of, and in substitution for such
lost, destroyed or stolen Warrant Certificate and the substituted Warrant
Certificate shall be entitled to all benefits hereunder and rank equally in
accordance with its terms with all other Warrants issued or to be issued by the
Company.

5.2 The applicant for the issue of a new Warrant Certificate
pursuant hereto shall bear the cost of the issue thereof and in case of loss,
destruction or theft shall furnish to the Company evidence of ownership and of
loss, destruction or theft of the Warrant Certificate so lost, destroyed or
stolen as shall be satisfactory to the Company and its transfer agent in
accordance with its usual policies and procedures and such applicant may also be
required to furnish indemnity in the amount and form satisfactory to the Company
and its transfer agent in accordance with its usual policies and procedures, and
shall pay the reasonable charges of the Company in connection therewith.

	6. 	
      WARRANT HOLDER NOT A
SHAREHOLDER



The holding of a Warrant Certificate will not constitute the
Holder as a shareholder of the Company, nor entitle the Holder to any right or
interest in respect thereof except as is expressly provided in the Warrant
Certificate or these Terms and Conditions.

	7. 	
      PIGGYBACK REGISTRATION



7.1 Registration Statement. If the Company decides to file a
registration statement (the "Registration Statement") under the 1933 Act
covering the distribution or sale of any securities of the Company other than
the Shares issuable on exercise of the Warrants (other than a registration on
Form S-8), it shall forthwith give written notice (the "Registration Notice") to
the Holders of such decision. The Holders shall have the right to elect, by
written notice (the "Reply to Registration Notice") to be given to the Company
not more than five (5) business days following receipt of the Registration
Notice, to have the Registration Statement cover the sale of the Shares by the
Holders.

7.2 The obligations of the Company under this Agreement shall
terminate and be of no further effect upon the earliest to occur of the
following:

	 	(a) 	
      when all Shares shall have been sold pursuant to Rule 144
      (or any successor provision) under the 1933 Act;

	 	 	 
	 	(b) 	
      when all Shares shall have been otherwise transferred and
      a new certificate(s) for such Shares not bearing a legend restricting
      further transfer shall have been delivered by The Company; and

	 	 	 
	 	(c) 	
      that day that is two (2) years following the issue date
      of the last of the Shares issued upon exercise of the
  Warrants.







- 3 -

7.3 In the event of a registration pursuant to the provisions
of this Agreement, the Company shall use its best efforts to cause the Shares so
registered to be registered or qualified for sale under the securities or blue
sky laws of such jurisdictions as the Holders may reasonably request; provided,
however, that The Company shall not by reason of this Agreement be required to
qualify to do business in any state in which it is not otherwise required to
qualify to do business or to file a general consent to service of process.

7.4 The Company shall keep effective any registration or
qualification contemplated by this Agreement and shall from time to time amend
or supplement each applicable registration statement, preliminary prospectus,
final prospectus, application, document, and communication for such period of
time as shall be required to permit the Holders to complete the offer and sale
of the Shares covered thereby.

	8. 	
      WARRANTS NOT TRANSFERABLE



The Warrants and all rights attached thereto are not
transferable.

	9. 	
      NOTICE TO HOLDERS



Any notice required or permitted to be given to the Holder will
be in writing and may be given by prepaid registered post, electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy to the address of the Holder appearing on the Warrant Certificate
or to such other address as any Holder may specify by notice in writing to the
Company, and any such notice will be deemed to have been given and received by
the Holder to whom it was addressed if mailed, on the third day following the
mailing thereof, if by facsimile or other electronic communication, on
successful transmission, or, if delivered, on delivery; but if at the time of
mailing or between the time of mailing and the third Business Day thereafter
there is a strike, lockout, or other labour disturbance affecting postal
service, then the notice will not be effectively given until actually
delivered.

	10. 	
      NOTICE TO THE COMPANY



Any notice required or permitted to be given to the Company
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Company set forth below or such
other address as the Company may specify by notice in writing to the Holder, and
any such notice will be deemed to have been given and received by the Company to
whom it was addressed if mailed, on the third day following the mailing thereof,
if by facsimile or other electronic communication, on successful transmission,
or, if delivered, on delivery; but if at the time or mailing or between the time
of mailing and the third Business Day thereafter there is a strike, lockout, or
other labour disturbance affecting postal service, then the notice will not be
effectively given until actually delivered:

Orgenesis Inc.
<>

Attention: President

Email.: <>

	11. 	
      METHOD OF EXERCISE OF
WARRANTS



The right to purchase Shares conferred by the Warrants may be
exercised by the Holder of such Warrant by surrendering it to the Company, with
a duly completed and executed subscription in the form attached as Appendix “B”
and cash, bank draft, certified cheque or money order payable to or to the order
of the Company for the Aggregate Purchase Price subscribed for in lawful money
of the United States of America.




- 4 -

	12. 	
      EFFECT OF EXERCISE OF
WARRANTS



12.1 Upon surrender and payment as aforesaid, the Shares so
subscribed for shall be deemed to have been issued and such Holder shall be
deemed to have become the holder (or holders) of record of such Shares on the
date of such surrender and payment and such Shares shall be issued at the
Exercise Price in effect on the date of such surrender and payment.

12.2 Within ten Business Days after surrender and payment as
aforesaid, the Company shall forthwith cause to be delivered to the person or
persons in whose name or names the Shares so subscribed for are to be issued as
specified in such subscription or mailed to him or them at his or their
respective addresses specified in such subscription, a certificate or
certificates for the appropriate number of Shares not exceeding those which the
Holder is entitled to purchase pursuant to the Warrant surrendered.

	13. 	
      SUBSCRIPTION FOR LESS THAN
  ENTITLEMENT



The Holder of any Warrant may subscribe for and purchase a
number of Shares less than the number which he is entitled to purchase pursuant
to the surrendered Warrant. In the event of any purchase of a number of Shares
less than the number which can be purchase pursuant to a Warrant, the Holder,
upon exercise thereof, shall be entitled to receive a new Warrant Certificate in
respect of the balance of the Shares which he was entitled to purchase pursuant
to the surrendered Warrant Certificate and which were not then purchased.

	14. 	
      WARRANTS FOR FRACTIONS OF
SHARES



To the extent that the Holder of any Warrant is entitled to
receive on the exercise or partial exercise thereof a fraction of a Share, such
right may be exercised in respect of such fraction only in combination with
another Warrant or other Warrants which in the aggregate entitle the Holder to
receive a whole number of such Shares.

	15. 	
      EXPIRATION OF WARRANTS



After the expiration of the period within which a Warrant is
exercisable, all rights thereunder shall wholly cease and terminate and such
Warrants shall be void and of no further force and effect.

	16. 	
      ADJUSTMENT OF EXERCISE
PRICE



The Exercise Price and the number of Common Shares deliverable
upon the exercise of the Warrants shall be subject to adjustment in the event
and in the manner following:

16.1 If and whenever the Shares at any time outstanding shall
be subdivided into a greater or consolidated into a lesser number of Shares, the
Exercise Price shall be decreased or increased proportionately, as the case may
be, and upon any such subdivision or consolidation, the number of Shares
deliverable upon the exercise of the Warrants shall be increased or decreased
proportionately, as the case may be.

16.2 In case of any capital reorganization or of any
reclassification of the capital of the Company or in case of the consolidation,
merger or amalgamation of the Company with or into any other company or of the
sale of the assets of the Company as or substantially as an entirety or of any
other company, each Warrant shall, after such capital reorganization,
reclassification of capital, consolidation, merger, amalgamation or sale, confer
the right to purchase that number of shares or other securities or property of
the Company or of the company resulting from such capital reorganization,
reclassification, consolidation, merger, amalgamation or to which such sale
shall be made, as the case may be, to which the Holder of the shares deliverable
at the time of such capital reorganization, reclassification of capital,
consolidation, merger, amalgamation or sale had the Warrants been exercised,
would have been entitled on such capital reorganization, reclassification,
consolidation, merger, amalgamation or sale and in any such case, if necessary,
appropriate adjustments shall be made in the application of the provisions set
forth in Sections 12 to 19 hereof with respect to the rights and interest
thereafter of the Holders of the Warrants to the end that the provisions set
forth in Sections 12 to 19 hereof shall thereafter correspondingly be made
applicable as nearly as may reasonable be expected in relation to any shares or
other securities or property thereafter deliverable on the exercise of the
Warrants. The subdivision or consolidation of the Shares at any time outstanding
into a greater or lesser number of Shares (whether with or without par value)
shall not be deemed to be a capital reorganization or a reclassification of the
capital of the Company for the purposes of this Section 16(b).




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16.3 The adjustments provided for in this Section 16 pursuant
to any Warrants are cumulative .and will become effective immediately after the
record date for, or, if no record date is fixed, the effective date, of the
event which results in such adjustments.

	17. 	
      DETERMINATION OF
ADJUSTMENTS



If any questions shall at any time arise with respect to the
Exercise Price or any adjustments provided for in this Warrant, such questions
shall be conclusively determined by the Company’s Auditors, from time to time,
or, if they decline to so act, any other firm of chartered accountants that the
Company may designate and who shall have access to all appropriate records and
such determination shall be binding upon the Company and the Holders.

	18. 	
      COVENANTS OF THE COMPANY



The Company will reserve and there will remain unissued out of
its authorized capital a sufficient number of Shares to satisfy the rights of
purchase provided for in the Warrants should the Holders of all the Warrants
from time to time outstanding determine to exercise such rights in respect of
all Shares which they are or may be entitled to purchase pursuant thereto.

	19. 	
      IMMUNITY OF SHAREHOLDERS,
ETC.



The Holder hereby waives and releases any right, cause of
action or remedy now or hereafter existing in any jurisdiction against any past,
present or future incorporator, shareholder, director or officer (as such) of
the Company for the issue of Shares pursuant to any Warrant or on any covenant,
agreement, representation or warranty by the Company herein contained.

	20. 	
      MODIFICATION OF TERMS AND CONDITIONS FOR CERTAIN
      PURPOSES



From time to time the Company may, subject to the provisions of
these presents, and it shall, when so directed by these presents, modify the
terms, and conditions hereof, for any one or more of any of the following
purposes:

	 	(a) 	
      making such provisions not inconsistent herewith as may
      be necessary or desirable with respect to matters or questions arising
      hereunder or for the purpose of obtaining a listing or quotation of the
      Warrants on any stock exchange or quotation system;

	 	 	 
	 	(b) 	
      adding to or altering the provisions hereof in respect of
      the registration and transfer of Warrants making provisions for the
      exchange of Warrants of different denominations; and making any
      modification in the form of the Warrants which does not affect the
      substance thereof;

	 	 	 
	 	(c) 	
      for any other purpose not inconsistent with the terms
      hereof, including the correction or recertification of any ambiguities,
      defective provisions, errors or omissions herein; and

	 	 	 
	 	(d) 	
      to evidence any successions of any corporation and the
      assumption of any successor of the covenants of the Company herein and in
      the Warrants contained as provided herein.




	21. 	
      UNITED STATES RESTRICTIONS



These Warrants and the Shares issuable upon the exercise of
these Warrants have not been and will not be registered under the 1933 Act as
amended or any state securities laws. These Warrants may not be exercised in the
United States (as defined in Regulation S under the 1933 Act) unless these
Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any
applicable state securities laws or unless an exemption from such registration
is available.




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DATED as of the date first above written in these Terms and
Conditions.

ORGENESIS INC.

	Per: 		 
	 	Name 	 
	 	Title 	 






APPENDIX “B”

SUBSCRIPTION FORM

(ONE NON-TRANSFERABLE SHARE PURCHASE WARRANT IS 
REQUIRED TO
SUBSCRIBE FOR EACH COMMON SHARE)

	TO: 	ORGENESIS INC. 
	  	<> 


The undersigned, bearer of the attached Non-Transferable Share
Purchase Warrants, hereby subscribes for _____________ of shares of common stock
of Orgenesis Inc. (the “Company”) referred to in the Warrants according
to the conditions thereof and herewith makes payment of the purchase price in
full for the said number of shares at the price of U.S. $<>per share if
exercised on or before 4:30 p.m. (Pacific Time) on the Expiry Date (as that term
is defined in the Terms and Conditions attached to the Non-Transferable Share
Purchase Warrant). Cash, a certified cheque, bank draft or money order is
enclosed herewith for such amount.

The undersigned hereby directs that the shares hereby
subscribed for be issued and delivered as follows:

	Name(s) in Full 	 	Address(es) 	 	 	Number of Shares 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



	(Please print full names in which share certificates are to
      be issued. The Share must be issued in the name of the Holder.) 
	 
	DATED this ____________ day of ____________________ ,
      20___ . (the “Exercise Date”) 



	 	 	 
	Witness 	 	Signature 
	 	 	 
	Please print your name and address in full 	 	  
	  	 	Address 
	 	 	 
	 	 	 
	 	 	 


TERMS AND CONDITIONS

The Warrants are issued subject to the Terms and Conditions,
which are attached to the Warrant Certificate delivered to the Holder.

REPRESENTATIONS AND WARRANTIES

The undersigned represents and warrants that the undersigned is
not a “U.S. person”, as such term is defined in Regulation S as promulgated
under the United States Securities Act of 1933, as at the Exercise Date. The
undersigned represents and warrants that the representations
and warranties in the subscription agreement between the undersigned and the
Company dated the Holder are true and correct as of the date of the Exercise
Date.




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LEGENDS

The certificates representing the shares acquired on the
exercise of the Warrants will bear a legend in substantially the following
form:


	
      “THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION
      TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO
      REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
      (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
      CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S.
      STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR
      SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY,
      TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
      UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
      PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      ACCORDANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS
      DEFINED BY REGULATION S UNDER THE 1933 ACT.”