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






THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED 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”).

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE 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 COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S.
PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

STOCK OPTION AGREEMENT 
(Non U.S. Persons)



This AGREEMENT is entered into as of the 3rd day of April, 2014
(the “Date of Grant”). 

BETWEEN: 


  
    
      
        ORGENESIS INC., a company incorporated pursuant
          to the laws of the State of Nevada, with an office at 21 Sparrow Circle, White
          Plains, NY 10605 

        (the “Company”) 

      

    

  



AND: 


  
    
      
        ASPEN AGENCY LIMITED, a company incorporated pursuant to
          the laws of Hong Kong with an address at Unit 1010, 10/F Miramar Tower, 132
          Nathan Road Tsimshatsui, Kowloon, Kong Kong S.A.R. 

        (the “Optionee”) 

      

    

  



WHEREAS: The Company wishes to grant stock options to purchase
a total of 3,000,000 Optioned Shares (as defined herein) to the Optionee.


NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows: 

	1. 	
      DEFINITIONS

	 	 	 
	1.1 	
      In this Agreement, the following terms shall have the
      following meanings:

	 	 	 
		(a) 	
      “Common Stock” means the shares of common stock of
      the Company;

	 	 	 
		(b) 	
      “Exercise Price” means $0.52 per
  share;







2 

	 	(c) 	
      “Expiry Date” means three years following the Date
      of Grant;

	 	 	 
	 	(d) 	
      “Notice of Exercise” means a notice in writing
      addressed to the Company at its address first recited hereto (or such
      other address of which the Company may from time to time notify the
      Optionee in writing), substantially in the form attached as Schedule “A”
      hereto, which notice shall specify therein the number of Optioned Shares
      in respect of which the Options are being exercised;

	 	 	 
	 	(e) 	
      “Options” means the irrevocable right and option
      to purchase, from time to time, all, or any part of the Optioned Shares
      granted to the Optionee by the Company pursuant to Section 2.1 of this
      Agreement;

	 	 	 
	 	(f) 	
      “Optioned Shares” means the shares of Common Stock
      that are issued pursuant to the exercise of the Options;

	 	 	 
	 	(g) 	
      “Securities” means, collectively, the Options and
      the Optioned Shares;

	 	 	 
	 	(h) 	
      “Shareholders” means holders of record of the
      shares of Common Stock;

	 	 	 
	 	(i) 	
      “U.S. Person” shall have the meaning ascribed
      thereto in Regulation S under the 1933 Act, and for the purpose of the
      Agreement includes any person in the United States; and

	 	 	 
	 	(j) 	
      “Vested Options” means the Options that have
      vested in accordance with Section 2.2 of this
Agreement.




	2. 	
      THE OPTIONS

	 	 	 
	2.1 	
      The Company hereby grants to the Optionee, on the terms
      and conditions set out in this Agreement, Options to purchase a total of
      3,000,000 Optioned Shares at the Exercise Price.

	 	 	 
	2.2 	
      The Options are subject to the following vesting
      provisions:

	 	 	 
		(a) 	
      1,000,000 Options (the “First Tranche”) will vest as at
      the date of execution of this Agreement;

	 	 	 
		(b) 	
      in the event the Optionee exercises all 1,000,000 vested
      First Tranche Options during the first 12 months of this Agreement, the
      “Second Tranche” of 2,000,000 Option tranches will vest. If the First
      Tranche is not exercised in the first 12 months of this Agreement, the
      Second Tranche options will expire immediately and be of no further
      effect.




		
      The Options may be exercised immediately after
      vesting.

	 	 
	2.3 	
      The Options shall, at 5:00 p.m. (Pacific time) on the
      Expiry Date, expire and be of no further force or effect
  whatsoever.

	 	 
	2.4 	
      The Company shall not be obligated to cause the issuance,
      transfer or delivery of a certificate or certificates representing
      Optioned Shares to the Optionee, until provision has been made by the
      Optionee, to the satisfaction of the Company, for the payment of the
      aggregate Exercise Price for all Optioned Shares for which the Options
      shall have been exercised, and for satisfaction of any tax withholding
      obligations associated with such exercise.







3 

	2.5 	
      The Optionee shall have no rights whatsoever as a
      shareholder in respect of any of the Optioned Shares (including any right
      to receive dividends or other distribution therefrom or thereon) except in
      respect of which the Options have been properly exercised in accordance
      with the terms of this Agreement.

	 	 	 
	2.6 	
      Subject to the provisions of this Agreement and subject
      to compliance with any applicable securities laws, the Options shall be
      exercisable, in full or in part, at any time after vesting, until
      termination; provided, however, that if the Optionee is subject to the
      reporting and liability provisions of Section 16 of the Securities
      Exchange Act of 1934, as amended with respect to the Common
      Stock, the Optionee shall be precluded from selling, transferring or
      otherwise disposing of any Common Stock underlying any of the Options
      during the six months immediately following the grant of the Options. If
      less than all of the shares included in the vested portion of any Options
      are purchased, the remainder may be purchased at any subsequent time prior
      to the Expiry Date. Only whole shares may be issued pursuant to the
      exercise of any Options, and to the extent that any Option covers less
      than one share, it is not exercisable.

	 	 	 
	2.7 	
      Each exercise of the Options shall be by means of
      delivery of a Notice of Exercise (which may be in the form attached hereto
      as Schedule “A”) to the President of the Company at its principal
      executive office, specifying the number of Optioned Shares to be purchased
      and accompanied by payment in cash by certified check or cashier’s check
      in the amount of the full Exercise Price for the Common Stock to be
      purchased. In addition to payment in cash by certified check or cashier’s
      check and if agreed to in advance by the Company, an Optionee or
      transferee of the Options may pay for all or any portion of the aggregate
      Exercise Price by complying with one or more of the following
      alternatives:

	 	 	 
		(a) 	
      by delivering a properly executed Notice of Exercise
      together with irrevocable instructions to a broker promptly to sell or
      margin a sufficient portion of the Common Stock and deliver directly to
      the Company the amount of sale or margin loan proceeds to pay the Exercise
      Price; or

	 	 	 
		(b) 	
      by complying with any other payment mechanism approved by
      the Board at the time of exercise.

	 	 	 
	2.8 	
      It is a condition precedent to the issuance of Optioned
      Shares that the Optionee execute and/or deliver to the Company all
      documents and withholding taxes required in accordance with applicable
      laws.

	 	 	 
	2.9 	
      Nothing in this Agreement shall obligate the Optionee to
      purchase any Optioned Shares except those Optioned Shares in respect of
      which the Optionee shall have exercised the Options in the manner provided
      in this Agreement.

	 	 	 
	2.10 	
      Appropriate and proportional adjustments in the exercise
      price of the Options and in the number of Options granted or to be granted
      may be made by the Board of Directors in its discretion to give effect to
      adjustments in the number of common shares of the Company resulting from
      subdivisions, consolidations or reclassification of the common shares of
      the Company, the payment of stock dividends by the Company or other
      relevant changes in the capital of the
Company.







4 

	2.11 	
      By accepting the Options, the Optionee represents and
      agrees that none of the Optioned Shares purchased upon exercise of the
      Options will be distributed in violation of applicable federal and state
      laws and regulations. The Optionee further represents and agrees to
      provide the Company with any other document reasonably requested by the
      Company or the Company’s Counsel.

	 	 	 
	2.12 	
      The Options are not transferable or assignable.

	 	 	 
	2.13 	
      The Options are not subject to a stock option plan, but
      the Company in its discretion may determine that the Options are subject
      to the Company’s stock option plan, and if so, the terms of the Company’s
      stock option plan will govern in the event of any conflict between this
      Agreement and the stock option plan.

	 	 	 
	3. 	
      TERMINATION OF OPTIONS

	 	 	 
	3.1 	
      Termination of Employment and Vested Options. The
      Optionee or the Company shall have the right to terminate their
      contractual relationship by giving written notice to the other; provided,
      however, that Optionee shall have 30 days to exercise any vested Options
      after termination. The Company will not terminate this Agreement without a
      reasonable basis for doing so. Vested Options shall terminate, to the
      extent not previously exercised, upon the occurrence of the first of the
      following events:

	 	 	 
		(a) 	
      Expiration. Three years from the Date of
    Grant.

	 	 	 
		(b) 	
      Termination for Cause. The date of the first
      discovery by the Company of any reason for the termination of an
      Optionee’s contractual relationship with the Company or any related
      company for cause (as reasonably determined by the Company), and, if an
      Optionee’s employment is suspended pending any investigation by the
      Company as to whether the Optionee’s consulting should be terminated for
      cause, the Optionee’s rights under this Agreement shall likewise be
      suspended during the period of any such investigation, in each of the
      above events provided a notice was delivered to the Optionee and the
      breach was not cured within seven days following its
  delivery.




	3.2 	
      Termination of Employment and Unvested Options.
      Unvested Options shall terminate immediately upon termination of the
      Optionee’s contractual relationship with the Company for any reason
      whatsoever.

	 	 
	4. 	
      DOCUMENTS REQUIRED FROM OPTIONEE

	 	 
	4.1 	
      The Optionee must complete, sign and return an executed
      copy of this Agreement to the Company.

	 	 
	4.2 	
      The Optionee shall complete, sign and return to the
      Company as soon as possible, on request by the Company, any documents,
      questionnaires, notices and undertakings as may be required by regulatory
      authorities, and applicable law.







5 

	5. 	
      ACKNOWLEDGEMENTS OF THE
OPTIONEE



The Optionee acknowledges and agrees that: 

	 	(a) 	
      none of the Options or the Optioned Shares have been
      registered under the 1933 Act or under any state securities or “blue sky”
      laws of any state of the United States, and, unless so registered, may not
      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,
      pursuant to an effective registration statement under the 1933 Act, 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;

	 	 	 
	 	(b) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Securities under the 1933
Act;

	 	 	 
	 	(c) 	
      the Optionee has received and carefully read this
      Agreement and the public information which has been filed with the
      Securities and Exchange Commission (the “SEC”) in compliance or intended
      compliance with applicable securities legislation (collectively, the
      “Company Information”);

	 	 	 
	 	(d) 	
      the decision to execute this Agreement and acquire the
      Securities hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the
      Company, and such decision is based entirely upon a review of the Company
      Information (the receipt of which is hereby acknowledged);

	 	 	 
	 	(e) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 
	 	(f) 	
      there is no government or other insurance covering the
      Securities;

	 	 	 
	 	(g) 	
      there are risks associated with an investment in the
      Securities;

	 	 	 
	 	(h) 	
      the Optionee and the Optionee’s advisor(s) (if
      applicable) have had a reasonable opportunity to ask questions of and
      receive answers from the Company in connection with the distribution of
      the Securities hereunder, and to obtain additional information, to the
      extent possessed or obtainable without unreasonable effort or expense,
      necessary to verify the accuracy of the information about the
    Company;

	 	 	 
	 	(i) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Optionee during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Securities hereunder have been
      made available for inspection by the Optionee, the Optionee’s attorney
      and/or advisor(s) (if applicable);

	 	 	 
	 	(j) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Optionee contained in
      this Agreement;







6 

	 	(k) 	
      the Optionee will indemnify and hold harmless the Company
      and, where applicable, its directors, officers, employees, agents,
      advisors and shareholders, from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Optionee contained herein or in any document furnished by the Optionee
      to the Company in connection herewith being untrue in any material respect
      or any breach or failure by the Optionee to comply with any covenant or
      agreement made by the Optionee to the Company in connection
    therewith;

	 	 	 	 
	 	(l) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Optionee that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system; except that currently
      certain market makers make market in the Common Stock on the OTC Bulletin
      Board;

	 	 	 	 
	 	(m) 	
      the Company will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from the registration requirements of
      the 1933 Act and in accordance with applicable state and provincial
      securities laws;

	 	 	 	 
	 	(n) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer of the Securities, although in technical compliance
      with Regulation S, would not be available if the offering is part of a
      plan or scheme to evade the registration provisions of the 1933 Act or any
      applicable state and provincial securities laws;

	 	 	 	 
	 	(o) 	
      the Optionee has been advised to consult the Optionee’s
      own legal, tax and other advisors with respect to the merits and risks of
      an investment in the Securities and with respect to applicable resale
      restrictions, and it is solely responsible (and the Company is not in any
      way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Optionee is resident in connection with the distribution of the Securities
      hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions; and

	 	 	 	 
	 	(p) 	
      this Agreement is not enforceable by the Optionee unless
      it has been accepted by the Company.




	6. 	
      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
      OPTIONEE



The Optionee hereby represents and warrants to and covenants
with the Company (which representations, warranties and covenants shall survive
the closing) that: 

	 	(a) 	
      the Optionee has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto;







7 

	 	(b) 	
      the Optionee has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the Optionee
      enforceable against the Optionee in accordance with its terms;

	 	 	 
	 	(c) 	
      the Optionee is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(d) 	
      the Optionee is not a U.S. Person;

	 	 	 
	 	(e) 	
      the Optionee is resident in the jurisdiction set out on
      page 1 of this Agreement;

	 	 	 
	 	(f) 	
      the Optionee has not acquired the Securities as a result
      of, and will not itself engage in, any “directed selling efforts” (as
      defined in Regulation S under the 1933 Act) in the United States in
      respect of the Securities which would include any activities undertaken
      for the purpose of, or that could reasonably be expected to have the
      effect of, conditioning the market in the United States for the resale of
      the Securities; provided, however, that the Optionee may sell or otherwise
      dispose of the Securities pursuant to registration thereof under the 1933
      Act and any applicable state and provincial securities laws or under an
      exemption from such registration requirements;

	 	 	 
	 	(g) 	
      the Optionee is outside the United States when receiving
      and executing this Agreement and is acquiring the Securities as principal
      for the Optionee’s own account, for investment purposes only, and not with
      a view to, or for, resale, distribution or fractionalisation thereof, in
      whole or in part, and, in particular, it has no intention to distribute
      either directly or indirectly any of the Securities in the United States
      or to U.S. Persons, and no other person has a direct or indirect
      beneficial interest in such Securities;

	 	 	 
	 	(h) 	
      the Optionee is not an underwriter of, or dealer in, the
      Common Stock, nor is the Optionee participating, pursuant to a contractual
      agreement or otherwise, in the distribution of the Securities;

	 	 	 
	 	(i) 	
      the Optionee (i) has adequate net worth and means of
      providing for his/her/its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time, and can afford the complete
      loss of such investment;

	 	 	 
	 	(j) 	
      the Optionee is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment, and the Optionee has carefully read and considered the
      matters set forth under the caption “Risk Factors” appearing in the
      Company’s various disclosure documents, filed with the SEC;

	 	 	 
	 	(k) 	
      the Optionee has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the
    Company;

	 	 	 
	 	(l) 	
      the Optionee understands and agrees that the Company and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement, and agrees
      that if any of such acknowledgements, representations and agreements are
      no longer accurate or have been breached, the Optionee shall promptly
      notify the Company;







8 

	 	(m) 	
      the Optionee has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Optionee’s decision to invest in the Securities and the Company;

	 	 	 	 
	 	(n) 	
      the Optionee is not aware of any advertisement of any of
      the Securities and is not acquiring the Securities as a result of any form
      of general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising;

	 	 	 	 
	 	(o) 	
      no person has made to the Optionee any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities; or

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities;
      and

	 	 	 	 
	 	(p) 	
      if the Optionee is a consultant of the Company, the
      Optionee has entered into a written consulting agreement with the Company
      or a related entity of the Company and spends or will spend a significant
      amount of time and attention on the affairs and business of the Company or
      such related entity.




	7. 	
      ACKNOWLEDGEMENT



The Optionee has acknowledged that the decision to purchase the
Securities was solely made on the basis of publicly available information
contained in the Company Information. 

	8. 	
      LEGENDING OF SUBJECT SECURITIES

	 	 
	8.1 	
      The Optionee hereby consents to the placement of a legend
      on any certificate or the Optionee consents to the placement of a legend
      on any certificate or other document evidencing any of the Optioned Shares
      to the effect that such Optioned Shares have not been registered under the
      1933 Act, any state securities or “blue sky” laws, or under the prospectus
      and registration requirements of any applicable Canadian securities laws,
      and setting forth or referring to the restrictions on transferability and
      sale thereof contained in this Agreement, such legend to be substantially
      as follows:







9 

	 	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. 
	 





	8.2 	
      The Optionee hereby agrees to the Company making a
      notation on its records or giving instructions to the registrar and
      transfer agent of the Company in order to implement the restrictions on
      transfer set forth and described in this Agreement.

	 	 
	9. 	
      GENERAL RESALE RESTRICTIONS

	 	 
	9.1 	
      The Optionee acknowledges that any resale of any of the
      Optioned Shares will be subject to resale restrictions contained in the
      securities legislation applicable to the Optionee or proposed transferee.
      The Optionee acknowledges that none of the Optioned Shares have been
      registered under the 1933 Act or the securities laws of any state of the
      United States. The Optioned Shares may not be offered or sold in the
      United States unless registered in accordance with federal securities laws
      and all applicable state securities laws or exemptions from such
      registration requirements are available.

	 	 
	9.2 	
      The Optionee acknowledges and agrees that the Optionee is
      solely responsible (and the Company is not in any way responsible) for
      compliance with applicable resale restrictions.

	 	 
	10. 	
      NO EMPLOYMENT RELATIONSHIP



The grant of an Option shall in no way constitute any form of
agreement or understanding binding on the Company or any related company,
express or implied, that the Company or any related company will employ or
contract with an Optionee, for any length of time, nor shall it interfere in any
way with the Company’s or, where applicable, a related company’s right to
terminate Optionee’s employment at any time, which right is hereby reserved.


	11. 	
      GOVERNING LAW



This Agreement is governed by the laws of the State of Nevada.


	12. 	
      COSTS



The Optionee acknowledges and agrees that all costs and
expenses incurred by the Optionee (including any fees and disbursements of any
special counsel retained by the Optionee) relating to the acquisition of the
Securities shall be borne by the Optionee. 




10 

	13. 	
      SURVIVAL



This Agreement, including without limitation the
representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the shares underlying the
Options by the Optionee pursuant hereto. 

	14. 	
      ASSIGNMENT



This Agreement is not transferable or assignable. 

	15. 	
      CURRENCY



Unless explicitly stated otherwise, all funds in this Agreement
are stated in United States dollars. 

	16. 	
      SEVERABILITY



The invalidity or unenforceability of any particular provision
of this Agreement shall not affect or limit the validity or enforceability of
the remaining provisions of this Agreement. 

	17. 	
      COUNTERPARTS AND ELECTRONIC
MEANS



This Agreement may be executed in several counterparts, each of
which will be deemed to be an original and all of which will together constitute
one and the same instrument. Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the date first above written. 

	18. 	
      ENTIRE AGREEMENT



This Agreement is the only agreement between the Optionee and
the Company with respect to the Options, and this Agreement, supersede all prior
and contemporaneous oral and written statements and representations and contain
the entire agreement between the parties with respect to the Options. 

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

ORGENESIS INC. 

 

Per:    
________________________________________
           
Authorized Signatory 


 

ASPEN AGENCY LIMITED 

 

Per:    
________________________________________
           
Authorized Signatory 





SCHEDULE “A” 
NOTICE OF EXERCISE 


	TO: 	Orgenesis Inc. 
	  	21 Sparrow Circle, White Plains,
      NY 10605 


This Notice of Exercise shall constitute a proper Notice of
Exercise pursuant to Section 2.7 of the Stock Option Agreement dated as of
____________________ (the “Agreement”), between Orgenesis Inc. (the “Company”)
and the undersigned. The undersigned hereby elects to exercise Optionee’s option
to purchase ____________________ shares of the common stock of the Company at a
price of US $0.52 per share, for aggregate consideration of US $____________, on
the terms and conditions set forth in the Agreement. Such aggregate
consideration, in the form specified in Section 2.7 of the Agreement,
accompanies this notice. 

The Optionee represents and warrants to the Company that all
representations and warranties set out in the Agreement are true as of the date
of the exercise of the Options under the Agreement. 

Please deliver a share certificate in respect of the Optioned
Shares referred to in the Stock Option and Subscription Agreement surrendered
herewith but not presently subscribed for, to the Optionee.

The Optionee hereby directs the Company to issue, register and
deliver the certificates representing the shares as follows: 


	Registration Information: 	 	Delivery Instructions: 
	 	 	 
	 	 	 
	Name to appear on
      certificates 	 	Name
  
	 	 	 
	 	 	 
	Address 	 	Address
    
	 	 	 
	 	 	 
	City, State, and Zip
      Code 	 	 
    
	 	 	 
	 	 	 
	  	 	Telephone Number 



DATED at _____________________________, the _______ day
of______________, _______. 

	 	X 
	 	Signature 
	 	 
	 	 
	 	(Name and, if applicable, Office) 
	 	 
	 	 
	 	(Address) 
	 	 
	 	 
	 	(City, State, and Zip Code) 
	 	 
	 	 
	 	Fax Number or E-mail Address 
	 	 
	 	 
	 	SIN, SSN or Other Tax Identification Number