Orgenesis Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
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, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) 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. 

PRIVATE PLACEMENT SUBSCRIPTION 

OFFSHORE SUBSCRIBERS OUTSIDE THE UNITED STATES ONLY 

ORGENESIS INC. 

INSTRUCTIONS TO SUBSCRIBER: 

	1. 	
      COMPLETE the information on Page 2 of this
      Subscription Agreement. You must reside outside North America to use
      this form.

	 	 
	2. 	
      DELIVER the Subscription Proceeds, in the form of
      bank draft or wire transfer (wire transfer instructions will be provided
      upon request), together with one originally executed copy of this entire
      Subscription Agreement to Orgenesis Inc., at



21 Sparrow Circle 
White Plains NY
10605 


	3. 	
      EMAIL a copy of Page 2 of this Subscription
      Agreement to dov.w@orgenesis.com, to Jacob.b@orgenesis.com and to Clark
      Wilson LLP, counsel for Orgenesis Inc., attention Bernard Pinsky
      bip@cwilson.com



Clark Wilson LLP are authorized to release any funds
received to Orgenesis Inc. immediately upon receipt.




ORGENESIS INC. 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

The undersigned (the “Subscriber”) hereby irrevocably
subscribes for and agrees to purchase from Orgenesis Inc. (the “Issuer”)
that number of units of the Issuer (the “Units”) set out below at a price
of $0.52 per Unit. Each Unit is comprised of one share of common stock in the
capital of the Issuer (each, a “Share”) and one non-transferable common
stock share purchase warrant (each, a “Warrant”). Each Warrant shall
entitle the holder thereof to acquire one additional Share (each, a “Warrant
Share”) at a price of $0.52 per Warrant Share until 5:00 p.m. (Pacific time)
on the date of expiration of the Warrant, which is three years following the
Closing Date (as defined herein), as set forth in the warrant certificate, a
form of which is attached as Schedule “A” (the “Warrant Certificate”). The
Subscriber agrees to be bound by the terms and conditions set forth in the
attached “Terms and Conditions of Subscription for Units”. 

	Subscriber Information 	 	Units to be Purchased 
	 	 	 
	 	 	Number of Units:
                                                                                     x
      $0.52 
	(Name of Subscriber) 	 	 
	 	 	= 
	 	 	 
	Account Reference (if applicable): _________________________	 	 
	 	 	Aggregate Subscription Price:
      ____________________________
	 	 	(the “Subscription Amount”) 
	X 	 	  
	(Signature of Subscriber – if the Subscriber is an Individual)
    	 	 
	 	 	 
	 	 	 
	X 	 	 
	(Signature of Authorized Signatory – if the Subscriber is not
      an Individual) 	 	Please complete if purchasing as agent or
      trustee for a principal (beneficial 
	 	 	purchaser) (a “Disclosed Principal”) and not
      purchasing as trustee or agent 
	 	 	for accounts fully managed by it. 
	 	 	 
	 	 	 
	(Name and Title of Authorized Signatory – if the Subscriber is
      not an Individual) 	 	(Name of Disclosed Principal) 
	 	 	 
	 	 	 
	(SIN, SSN, or other Tax Identification Number of the
      Subscriber) 	 	(Address of Disclosed Principal) 
	  	 	 
	 	 	 
	(Subscriber’s Address, including city and province or state or
      residence)  	 	(Account Reference, if applicable) 
	 	 	 
	 	 	 
	 	 	(SIN, SSN, or other Tax Identification Number of
      Disclosed Principal) 
	(Telephone Number)      (Email Address) 	 	 
	 	 	 
	Register the Shares, Warrants and Warrant Shares as set
      forth below: 	 	Deliver the Shares, Warrants and Warrant
      Shares as set forth below: 
	 	 	 
	 	 	 
	(Name to Appear on Share and Warrant Certificate) 	 	(Attention - Name) 
	 	 	 
	 	 	 
	(Account Reference, if applicable) 	 	(Account Reference, if applicable) 
	 	 	 
	 	 	 
	(Address, including Postal Code) 	 	(Address, including Postal Code) 
	 	 	 
	  	 	 
	 	 	(Telephone Number) 


ACCEPTANCE 

The Issuer hereby accepts the subscription as set forth above
on the terms and conditions contained in this Subscription Agreement. as of the
_____day of _______________, 2014. 

ORGENESIS INC.

	Per:     
      _________________________________
	             Authorized
      Signatory 


- 2 - 




THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
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, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) 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. 

PRIVATE PLACEMENT SUBSCRIPTION 
(Offshore Subscribers
Only Outside North America) 


	TO: 	ORGENESIS INC. (the "Company")
  
	  	21 Sparrow Circle 
	  	White Plains NY 10605
  


Purchase of Units 

	1. 	
      SUBSCRIPTION

	 	 
	1.1 	
      The undersigned (the "Subscriber") hereby
      irrevocably subscribes for and agrees to purchase units (the
      "Units") in the amount set out on Page 2 of this Subscription
      Agreement, at a price of US $0.52 per Unit (such subscription and
      agreement to purchase being the "Subscription"), for the total
      subscription price as set out on Page 2 of this Subscription Agreement
      (the "Subscription Proceeds"), which Subscription Proceeds are
      tendered herewith, on the basis of the representations and warranties and
      subject to the terms and conditions set forth herein.

	 	 
	1.2 	
      Each Unit consists of one Share and one warrant (together
      or individually, the "Securities").

	 	 
	1.3 	
      The Company hereby agrees to sell the Units to the
      Subscriber on the basis of the representations and warranties and subject
      to the terms and conditions set forth herein. Subject to the terms hereof,
      the Subscription Agreement will be effective upon its acceptance by the
      Company. The Subscriber acknowledges that the offering of Units
      contemplated hereby is not subject to any minimum aggregate subscription
      level.

	 	 
	1.4 	
      Unless otherwise provided, all dollar amounts referred to
      in this Subscription Agreement are in lawful money of the United States of
      America.

	 	 
	2. 	
      PAYMENT

	 	 
	2.1 	
      The Subscription Proceeds must accompany this
      Subscription Agreement or they must be wired directly to the Company in
      accordance with wire instructions that will be provided by the Company on
      request. Alternatively the Subscription Proceeds may be wired to Clark
      Wilson LLP, attorneys for the Company, and Clark Wilson LLP are authorized
      and instructed to immediately deliver the Subscription Proceeds to the
      Company.







- 2 - 

	2.2 	
      The Company may treat the Subscription Proceeds as a
      non-interest bearing loan and may use the Subscription Proceeds prior to
      this Subscription Agreement being accepted by the Company and the
      certificates representing the Securities have been issued to the
      Subscriber.

	 	 
	2.3 	
      The Subscriber must complete, sign and return to the
      Company an executed copy of this Subscription Agreement.

	 	 
	2.4 	
      The Subscriber 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, stock exchanges and/or applicable
law.



3.         
CLOSING 

Closing of the purchase and sale of the Units shall occur on or
before April 18, 2014, or on such other date or dates as may be
determined by the Company in its sole discretion (the "Closing Date"),
but there is no minimum number of Units being offered. The Subscriber
acknowledges that Units may be issued to other subscribers under this offering
(the "Offering"), and that these may close before, on or after the
Closing Date. The Offering may close in several tranches.

4.         
ACKNOWLEDGEMENTS OF SUBSCRIBER 

The Subscriber acknowledges and agrees that: 

	 	(a) 	
      the Securities have not been registered under the U.S.
      Securities Act of 1933, as amended (the "1933 Act"), or under any
      securities or "blue sky" laws of any state of the United States and are
      being offered only in a transaction not involving any public offering
      within the meaning of the 1933 Act, and, unless so registered, may not be
      offered or sold in the United States or to a U.S. Person, as that term is
      defined in Regulation “S” (“Regulation “S”) promulgated by the
      Securities and Exchange Commission (the “SEC”) pursuant to the 1933
      Act, 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 will refuse to register any transfer of any
      of the Securities and shares issued upon exercise of the Warrants
      (collectively, the "Total 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,
      or in a transaction not subject to, the registration requirements of the
      1933 Act;

	 	 	 
	 	(c) 	
      the decision to execute this Subscription Agreement and
      purchase the Units 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 solely upon information provided by the Company
      in this Subscription Agreement (the "Company
  Information").

	 	 	 
	 	(d) 	
      the Subscriber and the Subscriber's advisor(s) have had a
      reasonable opportunity to review the Company Information and to ask
      questions of and receive answers from the Company regarding the Offering,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information contained in the Company Information, or any
      other document provided to the Subscriber;

	 	 	 
	 	(e) 	
      by execution hereof the Subscriber has waived the need
      for the Company to communicate its acceptance of the purchase of the
      Securities pursuant to this Subscription
Agreement;







- 3 - 

	 	(f) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Subscription Agreement and the Subscriber will hold harmless the
      Company from any loss or damage it may suffer as a result of the
      Subscriber's failure to correctly complete this Subscription
    Agreement;

	 	 	 	 
	 	(g) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective 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 acknowledgment,
      representation or warranty of the Subscriber contained herein or in any
      other document furnished by the Subscriber to the Company in connection
      herewith, being untrue in any material respect or any breach or failure by
      the Subscriber to comply with any covenant or agreement made by the
      Subscriber to the Company in connection therewith;

	 	 	 	 
	 	(h) 	
      the issuance and sale of the Units to the Subscriber will
      not be completed if it would be unlawful or if, in the discretion of the
      Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 	 
	 	(i) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Total Securities and with respect to the
      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
      Subscriber is resident in connection with the distribution of the Total
      Securities hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions.

	 	 	 	 
	 	(j) 	
      the Subscriber has not acquired the Units as a result of,
      and will not itself engage in, any "directed selling efforts" (as defined
      in Regulation S) in the United States in respect of any 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 any of the Total Securities;
      provided, however, that the Subscriber may sell or otherwise dispose of
      any of the Total Securities pursuant to registration of any of the Total
      Securities pursuant to the 1933 Act and any applicable state securities
      laws or under an exemption from such registration requirements and as
      otherwise provided herein;

	 	 	 	 
	 	(k) 	
      the Subscriber is not a U.S. Person (as defined in
      Regulation S), is outside the United States when receiving and executing
      this Subscription Agreement and is acquiring the Units as principal for
      its own account or for account of the Disclosed Principal, as applicable,
      for investment purposes only, and not with a view to, or for, resale,
      distribution or fractionalization thereof, in whole or in part, and no
      other person has a direct or indirect beneficial interest in such Units,
      other than the Disclosed Principal, if applicable; -

	 	 	 	 
	 	(l) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Units, 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;







- 4 - 

	 	(m) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus and to sell the Units through a person registered to
      sell securities and, as a consequence of acquiring the Securities pursuant
      to this exemption, certain protections, rights and remedies, including
      statutory rights of rescission or damages, will not be available to the
      Subscriber;

	 	 	 
	 	(n) 	
      the common stock of the Company is currently listed for
      trading on the OTCQB. an automated dealer quotation system;

	 	 	 
	 	(o) 	
      the Subscriber acknowledges that the Company has not
      undertaken, and will have no obligation, to register any of the Securities
      under the 1933 Act, except as set out in this Agreement;

	 	 	 
	 	(p) 	
      neither the SEC, nor any other securities regulatory
      authority has reviewed or passed on the merits of the
Securities;

	 	 	 
	 	(q) 	
      no documents in connection with this Offering have been
      reviewed by the SEC, nor by any other securities regulatory authority or
      state securities administrators;

	 	 	 
	 	(r) 	
      there is no government or other insurance covering any of
      the Securities; and

	 	 	 
	 	(s) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the Company, and the Subscriber
      acknowledges and agrees that the Company reserves the right to reject any
      subscription for any reason.




	5. 	
      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
      SUBSCRIBER

	 	 
	5.1 	
      The Subscriber hereby represents and warrants to and
      covenants with the Company, as of the date of this Agreement and as of the
      Closing Date (which representations, warranties and covenants shall
      survive the Closing Date) that:




	 	(a) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement;

	 	 	 
	 	(b) 	
      the Subscriber is not a “U.S. Person”, as defined in
      Regulation S;

	 	 	 
	 	(c) 	
      the Subscriber is not acquiring the Units for the account
      or benefit of, directly or indirectly, any U.S. Person, as defined in
      Regulation S;

	 	 	 
	 	(d) 	
      the Subscriber is resident in the jurisdiction set out on
      Page 2 of this Subscription Agreement;

	 	 	 
	 	(e) 	
      the Subscriber:




	 	(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Subscriber is resident (the
      “International Jurisdiction”) which would apply to the acquisition
      of the Units,

	 	 	 
	 	(ii) 	
      is purchasing the Units pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, the Subscriber is permitted to purchase the
      Units under the applicable securities laws of the securities regulators in
      the International Jurisdiction without the need to rely on any
      exemptions,







- 5 - 

	 	(iii) 	
      acknowledges that the applicable securities laws of the
      authorities in the International Jurisdiction do not require the Company
      to make any filings or seek any approvals of any kind whatsoever from any
      securities regulator of any kind whatsoever in the International
      Jurisdiction in connection with the issue and sale or resale of the Units
      and Securities, and

	 	 	 
	 	(iv) 	
      represents and warrants that the acquisition of the Units
      by the Subscriber does not trigger:




	 	A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, or

	 	 	 
	 	B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction, and

	 	 	 
	 	C. 	
      the Subscriber will, if requested by the Company, deliver
      to the Company a certificate or opinion of local counsel from the
      International Jurisdiction which will confirm the matters referred to in
      subparagraphs (ii), (iii) and (iv) above to the satisfaction of the
      Company, acting reasonably;




	 	(f) 	
      the Subscriber is acquiring the Units as principal, or
      for account of the Disclosed Principal, as applicable, and for investment
      only and not with a view to, or for, resale, distribution or
      fractionalization thereof, in whole or in part, and, in particular, it, or
      the Disclosed Principal, has no intention to distribute either directly or
      indirectly any of the Securities in the United States or to U.S. Persons
      (as defined in Regulation S);

	 	 	 
	 	(g) 	
      the Subscriber acknowledges that it has not acquired the
      Units as a result of, and will not itself engage in, any "directed selling
      efforts" (as defined in Regulation S) in the United States in respect of
      any of the Total 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
      any of the Total Securities; provided, however, that the Subscriber may
      sell or otherwise dispose of any of the Total Securities pursuant to
      registration of any of the Securities pursuant to the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 
	 	(h) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;

	 	 	 
	 	(i) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or, if applicable, the
      constating documents of, the Subscriber, or of any agreement, written or
      oral, to which the Subscriber may be a party or by which the Subscriber is
      or may be bound;

	 	 	 
	 	(j) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber;

	 	 	 
	 	(k) 	
      the Subscriber has received and carefully read this
      Subscription Agreement;







- 6 - 

	 	(l) 	
      the Subscriber (i) has adequate net worth and means of
      providing for 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 Units for
      an indefinite period of time, and can afford the complete loss of such
      investment;

	 	 	 	 
	 	(m) 	
      the Subscriber is able to fend for itself in the
      subscription, has the degree of knowledge, education and experience in
      financial and business matters as to enable the Subscriber to evaluate the
      merits and risks of the investment in the Units and the Company;

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

	 	 	 	 
	 	(o) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;

	 	 	 	 
	 	(p) 	
      the Subscriber is not an underwriter of, or dealer in,
      the Company's Securities, nor is the Subscriber participating, pursuant to
      a contractual agreement or otherwise, in the distribution of the
    Units;

	 	 	 	 
	 	(q) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Units 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
      Subscriber's decision to invest in the Units and the Company;

	 	 	 	 
	 	(r) 	
      if the Subscriber is acquiring the Units as a fiduciary
      or agent for one or more investor accounts, the Subscriber has sole
      investment discretion with respect to each such account, and the
      Subscriber has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

	 	 	 	 
	 	(s) 	
      the Subscriber is not aware of any advertisement of any
      of the Securities and is not acquiring the Units 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; and

	 	 	 	 
	 	(t) 	
      no person has made to the Subscriber 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.




	5.2 	
      In this Subscription Agreement, the term "U.S. Person"
      shall have the meaning ascribed thereto in Regulation S promulgated under
      the 1933 Act and for the purpose of the Subscription Agreement includes
      any person in the United States.







- 7 - 

6.          ACKNOWLEDGEMENT AND WAIVER

The Subscriber has acknowledged that the decision to purchase
the Units was made based solely on the Company Information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Securities. Because the
Subscriber is not purchasing the Units under a prospectus, the Subscriber will
not have the civil protections, rights and remedies that would otherwise be
available to the Subscriber under the securities laws in United States,
including statutory rights of rescission or damages. 

7.          REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE
COMPANY

The Subscriber acknowledges that the acknowledgements,
representations and warranties contained herein are made by it with the
intention that they may be relied upon by the Company and its legal counsel in
determining the Subscriber's eligibility to purchase the Units under applicable
securities legislation, or (if applicable) the eligibility of others on whose
behalf it is contracting hereunder to purchase the Shares under applicable
securities legislation. The Subscriber further agrees that by accepting delivery
of the certificates representing the Securities, it will be representing and
warranting that the acknowledgements representations and warranties contained
herein are true and correct as of the date hereof and the date of delivery and
will continue in full force and effect notwithstanding any subsequent
disposition by the Subscriber of all of the Securities. 

8.         
RESALE RESTRICTIONS

	8.1 	
      The Subscriber acknowledges that any resale of any of the
      Securities will be subject to resale restrictions contained in the
      securities legislation applicable to the Subscriber or proposed
      transferee. The Subscriber acknowledges that none of the Securities have
      been registered under the 1933 Act or the securities laws of any state of
      the United States. The Securities 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.

	 	 
	8.2 	
      The Subscriber acknowledges that restrictions on the
      transfer, sale or other subsequent disposition of the Securities by the
      Subscriber may be imposed by securities laws in addition to any
      restrictions referred to in Section above, and, in particular, the
      Subscriber acknowledges and agrees that none of the Securities may be
      offered or sold to a U.S. Person or for the account or benefit of a U.S.
      Person (other than a distributor) prior to the end of the Distribution
      Compliance Period.



9.         
ACKNOWLEDGEMENT AND WAIVER 

The Subscriber has acknowledged that the decision to purchase
the Securities was solely made on the basis of information concerning the
Company that was available to the Subscriber on the EDGAR database maintained by
the SEC at www.sec.gov 

10.        LEGENDING
OF SUBJECT SECURITIES AND REGISTATION

	10.1 	
      The Subscriber hereby acknowledges that that upon the
      issuance thereof, and until such time as the same is no longer required
      under the applicable securities laws and regulations, the certificates
      representing any of the Securities will bear a legend in substantially the
      following form:







- 8 - 


  
    
      
        “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.” 

      

    

  



	10.2 	
      The Subscriber hereby acknowledges and 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 Subscription
      Agreement.

	 	 
	10.3 	
      Within nine (9) months of the closing of the last tranche
      of the Offering, the Company will use its reasonable best efforts to file
      with the SEC a registration statement to register the resale of the Shares
      and Shares issuable on exercise of the Warrants held by the Subscriber
      that have not yet been sold under Rule 144. The Subscriber will cooperate
      in the preparation of the registration statement and provide such
      information as the Company may reasonably require in this
  regard.



11.        COSTS


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

12.        GOVERNING
LAW

This Subscription Agreement is governed by the laws of the
State of Nevada. The Subscriber, in its personal or corporate capacity and, if
applicable, on behalf of each beneficial purchaser for whom it is acting,
irrevocably attorns to the exclusive jurisdiction of the Courts of the State of
Nevada. 

13.       
SURVIVAL

This Subscription 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 Units by the Subscriber
pursuant hereto. 

14.       
ASSIGNMENT

This Subscription Agreement is not transferable or assignable.





- 9 - 

15.        SEVERABILITY

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

16.        ENTIRE
AGREEMENT

Except as expressly provided in this Subscription Agreement and
in the agreements, instruments and other documents contemplated or provided for
herein, this Subscription Agreement contains the entire agreement between the
parties with respect to the sale of the Units and there are no other terms,
conditions, representations or warranties, whether expressed, implied, oral or
written, by statute or common law, by the Company or by anyone else. 

17.       
NOTICES

All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Subscriber shall be
directed to the delivery address on Page 2 and notices to the Company shall be
directed to it at the address stated on the first page of this Subscription
Agreement. 

18.      
 COUNTERPARTS AND ELECTRONIC MEANS

This Subscription Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall constitute an
original and all of which together shall constitute one instrument. Delivery of
an executed copy of this Subscription 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 Subscription
Agreement as of the date hereinafter set forth. 




- 10 - 

Schedule “A” 
Form of Warrant 

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. 
(A Nevada Corporation) 

NON-TRANSFERABLE 
WARRANT CERTIFICATE 

	CERTIFICATE NO. 2014 _____ 	 
	NUMBER OF WARRANTS: ___________	RIGHT TO PURCHASE
      __________SHARES 


THESE NON-TRANSFERABLE WARRANTS WILL EXPIRE AND BECOME NULL AND
VOID 
AT 5:00 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 _______________, 2014 to 5:00 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. (the “Company”) set out above, by
surrendering to the Company, at its offices at 21 Sparrow Circle, White Plains
NY 10605, 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 $0.52 per Share. 

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. 




- 11 - 

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 _______________, 2014. 

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 __________, 2014 (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 $0.52 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. 




- 2 - 

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.        
 WARRANTS NOT TRANSFERABLE

The Warrants and all rights attached thereto are not
transferable. 

8.        
 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.





- 3 - 

9.         
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. 
21 Sparrow Circle

White Plains NY 10605 


Attention: CFO

Email.: dov.w@orgenesis.com, and
jacob.b@orgenesis.com 

10.       
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. 

11.       
EFFECT OF EXERCISE OF WARRANTS

	11.1 	
      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.

	 	 
	11.2 	
      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.



12.       
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. 

13.      
 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. 




- 4 - 

14.       
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. 

15.      
 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: 

	15.1 	
      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.

	 	 
	15.2 	
      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
    15(b).

	 	 
	15.3 	
      The adjustments provided for in this Section 15 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.



16.       
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. 

17.       
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. 

18.      
 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.




- 5 - 

19.      
 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.



20.       
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. 

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. 
	  	21 Sparrow Circle 
	  	White Plains NY 10605
  


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. $0.52 per share if
exercised on or before 5:00 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.

- 6 - 




- 7 - 

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. 

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.”