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






CONVERTIBLE LOAN AGREEMENT 

THIS AGREEMENT dated for reference the 29th day of May,
2014 

BETWEEN: 

ORGENESIS INC., a company
incorporated under the laws of the State of Nevada, having an office at 21
Sparrow Circle, White Plains NY 10605; 

(the “Borrower”) 

AND: 

NINE INVESTMENTS LIMITED,
a company organized under the laws of Hong Kong with an office at 6th Floor St.
Johns Building, 33 Garden Road, Central, Hong Kong (the “Lender”) 

WITNESSES THAT WHEREAS:

A.                    
The Borrower has applied to the Lender for an unsecured loan in the aggregate
principal amount of €1,085,000 Euros, equivalent to $1,500,000 US dollars (the
“Loan”) to be utilized by the Borrower and the Subsidiary only for the
purposes described in Section 3. 

B.                    
The Subsidiary has applied to the DEPARTEMENT DE LA GESTION FINANCIERE DIRECTION
DE L'ANALYSE FINANCIERE (“DGO6”) in Belgium for research assistance on a
project of research and development of new medical technologies, manufacturing
and commercialization of biotechnology and cell therapies for the treatment of
diabetes to be conducted in Belgium (the “Research Project”) with a
budget total of €3.127.650€ and of which DGO6 is prepared to provide a grant of
2.061.491€ (the “Grant”) under certain conditions.

C.                    
The parties wish to provide for the terms and conditions upon which the Loan
will be made available to the Borrower and the Subsidiary. 

THEREFORE in consideration of
the premises and of the mutual covenants and agreements hereinafter set forth,
the Lender and the Borrower warrant and represent to and covenant and agree with
each other as set forth below. 

1.                    
DEFINITIONS; INTERPRETATION 

1.1                    
For the purpose of this Agreement, the following words and phrases will have
meanings set forth below unless the parties or the context otherwise require(s):


	 	(a) 	
      “Accredited Investor” means an accredited investor
      as that term is defined by Regulation D promulgated under the Securities
      Act and /or Canadian Securities Administrators’ National Instrument 45-106
      (“NI 45-106”), as applicable;

	 	 	 
	 	(b) 	
      “Affiliate” has the meaning given to it in the
      Securities Act;








	 	(c) 	
      “Agreement” and “this Agreement” means this
      agreement and all schedules hereto as the same may be amended, modified,
      replaced or restated from time to time;

	 	 	 
	 	(d) 	
      “Bonus Shares” means 500,000 Common
  Shares;

	 	 	 
	 	(e) 	
      “Borrower’s Indebtedness” means all present and
      future indebtedness and liability, direct and indirect, of the Borrower to
      the Lender arising under the Loan (including, without limitation, at any
      point in time the principal amount outstanding under the Loan, all unpaid
      accrued interest thereon, liquidated damages, and all fees and costs and
      expenses then payable in connection therewith);

	 	 	 
	 	(f) 	
      “Business Day” means any day, other than a
      Saturday or a Sunday, on which commercial banks in New York are required
      to be open for business;

	 	 	 
	 	(g) 	
      “Common Shares” means fully paid non assessable
      shares of common stock with a par value of $0.0001 in the capital of the
      Borrower;

	 	 	 
	 	(h) 	
      “Conversion” means the right of the Lender to
      convert any portion of the outstanding Loan as set out in section
  8

	 	 	 
	 	(i) 	
      “Conversion Price” means the sum of U.S. $0.40 per
      Common Share;

	 	 	 
	 	(j) 	
      “DGO6” has the meaning attributed to it in Recital
      B to this Agreement, above;

	 	 	 
	 	(k) 	
      “Event of Default” means any of the events
      specified in Section 11, and “Default” mean any of such events,
      whether or not any such requirement has been satisfied;

	 	 	 
	 	(l) 	
      “GAAP” means United States generally accepted
      accounting principles, as utilized by the Borrower and applied on a
      consistent basis;

	 	 	 
	 	(m) 	
      “Grant” has the meaning attributed to it in
      Recital B to this Agreement, above;

	 	 	 
	 	(n) 	
      “Interest Payment Date” means the Maturity
      Date;

	 	 	 
	 	(o) 	
      “Interest Rate” means eight percent (8%) per annum
      calculated as herein provided;

	 	 	 
	 	(p) 	
      “Lien” means, with respect to any Person, any
      mortgage, lien, pledge, hypothecation, charge (whether fixed or floating),
      security interest (including, without limitation, any assignment, notice
      or security interest filed pursuant to applicable federal, state or other
      laws) or other encumbrance, or any interest or title of any vendor,
      lessor, or Lender to or other secured party of such Person under any
      conditional sale or other title retention agreement, upon or with respect
      to any property, asset or undertaking of such Person, including any
      agreement to create any of the foregoing, and whether arising under any
      statute, law, contract or otherwise;

	 	 	 
	 	(q) 	
      “Loan” means the convertible loan of US$1,500,000
      established by the Lender in favor of the Borrower pursuant to this
      Agreement;

	 	 	 
	 	(r) 	
      “material adverse effect” in respect of the
      Borrower means a material adverse effect on the business, operations,
      affairs, financial condition, property, assets or undertakings of the
      Borrower or the Subsidiary;








	 	(s) 	
      “material” means, in respect of the Borrower,
      material in relation to the business, operations, affairs, financial
      condition, assets, properties, or prospects of the Borrower or the
      Subsidiary;

	 	 	 
	 	(t) 	
      “Maturity Date” has the meaning set out in Section
      5 of this Agreement;

	 	 	 
	 	(u) 	
      “Person” means and includes an individual, a
      partnership, a joint venture, a corporation, a limited liability company,
      a trust, an unincorporated organization and a government or any department
      or agency thereof;

	 	 	 
	 	(v) 	
      “Research Project” has the meaning attributed to
      it in Recital B to this Agreement, above;

	 	 	 
	 	(w) 	
      “Securities” means the Loan, the Bonus Shares and
      the Common Shares;

	 	 	 
	 	(x) 	
      “Securities Act” means the United States
      Securities Act of 1933, as amended or replaced from time to time;
    and

	 	 	 
	 	(y) 	
      “Subsidiary” means Orgenesis SPRL, a Belgian
      company which is a subsidiary or indirect subsidiary of the
    Borrower.



1.2                    
All dollar figures refer to United States dollars, except where indicated to be
Euros or €.

2.                    
LOAN AND BONUS SHARES 

2.1                    
Subject to the terms and conditions of this Agreement, the Lender hereby
establishes and agrees to advance the Loan to the Borrower.

2.2                    
The Lender and its beneficial owner represents that if it resides in the United
States or Canada, it is an Accredited Investor as that term is defined in
applicable United States or Canadian securities rules, and the Borrower will
provide an additional questionnaire for the Lender to fill in to determine
whether the Lender qualifies as an Accredited Investor.

2.3                    
The amount due and owing to the Lender will be established by the Borrower in
records, which records will be prima facie evidence of the amount owed. In case
of a dispute as to the amount owed to a Lender, the independent auditors of the
Borrower will determine the amount owed and such determination by the
independent auditors will be conclusive.

2.1                    
In consideration of advancing the Loan, the Borrower will issue to the Lender
500,000 Common Shares immediately upon receipt of the Loan Proceeds (the
“Bonus Shares”). Lender acknowledges that such Common Shares will be
restricted shares and may be sold pursuant to Rule 144 promulgated under the
Securities Act, and will contain a restrictive legend customary for such
restricted shares.

3.                    
PURPOSE AND AVAILABILITY OF LOAN 

3.1                    
The Loan will be advanced to the Borrower. The Borrower agrees to transfer the
full amount of the Loan directly into a separate account (the “DGO6
Account”) of the Subsidiary for the sole purpose of the Research Project.
€500,000 Euros will be advanced by the Borrower to the Subsidiary as share
capital, so that the Borrower owns at least 95% of the capital of the
Subsidiary. The remaining €585,000 Euros will be advanced by the Borrower to the
Subsidiary as a shareholder loan. The Borrower will ensure that the Subsidiary
will not inter-mingle the Loan proceeds with any other funds of the Subsidiary or the Borrower. The Loan may not be used for any
purpose other than the Research Project, and before expenditures from the DGO6
Account begin for the first time, they must be pre-approved in writing by the
Lender one time only. The Borrower will ensure that the Subsidiary will keep
auditable records regarding every expenditure made from the DGO6 Account. The
Borrower will provide to the Lender the monthly bank statement for the DGO6
Account within 5 calendar days of the end of each month.




3.2                    
The Subsidiary may provide evidence to DGO6 of the amount available in the DGO6
Account. The Borrower will ensure that no funds will be expended from the DGO6
Account unless and until DGO6 has approved the Grant and has provided to the
Subsidiary written notification of such approval. If such approval is not
forthcoming within 90 days of advance of the Loan, the Borrower and the
Subsidiary will return to the Lender the full amount of the Loan unused.

4.                    
AVAILABILITY

4.1                    
The Loan will be available on the day of closing of this Agreement. Closing will
occur immediately upon execution of this Loan Agreement and advance of the Loan
to the Borrower or its attorneys for closing.

4.2                    
Funds may be wired to Borrower’s attorneys, Clark Wilson LLP as per wire
instructions to be provided. In such event, Clark Wilson LLP are authorized to
immediately deliver the funds to the Borrower and/or the Subsidiary. Lender
acknowledges that Clark Wilson LLP acts only for the Borrower and not for the
Lender in respect of this transaction.

5.                    
TERM 

5.1                    
Subject to the provisions of Section 7, the Borrower will pay the Borrower’s
Indebtedness to the Lender in full on December 31, 2014, unless sooner prepaid
or accelerated upon the occurrence and during the continuance of an Event of
Default (the “Maturity Date”). 

6.                    
INTEREST 

6.1                    
The outstanding principal balance of the Loan will bear interest at the Interest
Rate and will be due on the Maturity Date. 

6.2                    
Interest at the Interest Rate will be calculated semi-annually, not in advance,
as well as before maturity, default, demand and judgment. 

6.3                    
All overdue and unpaid interest and all fees, costs, and other amounts payable
by the Borrower hereunder or under this Loan Agreement will be added to the
principal balance of the Loan and will bear interest at the Interest Rate until
paid in full. 

7.                    
REPAYMENT 

7.1                    
On the Maturity Date the Borrower will pay to the Lender the Borrower’s
Indebtedness then outstanding in full. 

7.2                    
In the event the Borrower completes any equity or debt financings prior to the
Maturity Date for gross proceeds in the aggregate of $400,000 or more
(collectively, the “New Financing”), the Borrower will use all amounts
raised in excess of $400,000 in the New Financing to repay a portion or all of
the Loan, in an amount which equals the excess over $400,000. The repayment will
be made immediately upon receipt by the Borrower of such proceeds of the New
Financing. It should be noted that grants received by the Borrower or its
subsidiaries and bridge financing from a bank to the Subsidiary which is based on the approval of the Grant by the DGO6 will
not be considered New Financing for the purpose of this section.




7.3                    
The Borrower will be entitled to prepay the whole or any portion of the
Borrower’s Indebtedness at any time and from time to time, with one weeks’
notice. 

7.4                    
All amounts payable by the Borrower under this Agreement will be paid without
set-off or counterclaim, and without any deductions or withholdings whatsoever.


7.5                    
Subject to the provisions hereof, all payments received by the Lender on account
of the Borrower’s Indebtedness will be applied first in payment of outstanding
interest and secondly in reduction of the principal balance of the Loan then
outstanding. If any payment is received at any time while an Event of Default
remains outstanding or after demand has been made for the repayment of the
Borrower’s Indebtedness, the Lender may appropriate such payment to such part or
parts of the Borrower’s Indebtedness as the Lender in its sole discretion may
determine and the Lender may from time to time revoke and change any such
appropriation. 

7.6                    
The Borrower is hereby authorized to open and maintain books of account and
other books and records evidencing all advances under the Loan, interest
accruing thereon, fees, charges, and other amounts from time to time charged to
the Borrower under this Loan Agreement. All such books, accounts, and records
will constitute prima facie evidence of the amount owing by the Borrower under
this Loan Agreement; but the failure to make any entry or recording in such
books, accounts, and records will not limit or otherwise affect the obligations
of the Borrower under this Loan Agreement. Any dispute regarding the amount
outstanding will be finally determined by the auditors of the Borrower.

7.7                    
Notwithstanding anything in this Agreement to the contrary, any payment of
principal of or interest on the Borrower’s Indebtedness that is due on a date
other than a Business Day will be made on the next succeeding Business Day. If
the date for any payment on the Borrower’s Indebtedness is extended to the next
succeeding Business Day by reason of the preceding sentence, the period of such
extension will not be included in the computation of the interest payable on
such Business Day. 

8.                    
CONVERSION TO SHARES 

8.1                    
The Lender may before or after the Maturity Date (or, if extended, the extended
Maturity Date) by written notice (the "Notice") to the Borrower, exercise
its rights of Conversion in respect of either a portion of or the total
outstanding amount of the Loan and including accrued Interest as of that date
into Common Shares, at a price per Common Share equal to the Conversion Price.


8.2                    
ADJUSTMENT OF CONVERSION PRICE 

The Conversion Price and the number of Common Shares
deliverable upon the conversion of the Loan shall be subject to adjustment in
the event and in the manner following: 

	 	(a) 	
      If and whenever the Common Shares at any time outstanding
      shall be subdivided into a greater or consolidated into a lesser number of
      Common Shares, or in case of any capital reorganization or of any
      reclassification of the capital of the Borrower or in case of the
      consolidation, merger or amalgamation of the Borrower with or into any
      other company or of the sale of the assets of the Borrower as or
      substantially as an entirety or of any other company, the Conversion Price
      shall be decreased or increased proportionately, as the case may be, and
      upon any such subdivision or consolidation, the number of Common Shares
      deliverable upon the conversion of the Loan shall be increased or
      decreased proportionately, as the case may be.








	 	(b) 	
      In the event the Borrower issues any Common Shares or
      securities convertible into Common Shares at a price less than the
      Conversion Price (the “New Issuance Price”), the Conversion Price
      shall be reduced for any unpaid or unconverted Loan amount to the New
      Issuance Price.

	 	 	 
	 	(c) 	
      The adjustments provided for in this Section 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.



8.3                    
Within seven (7) days of Notice by a Lender exercising its rights of Conversion
hereunder, the Borrower shall deliver a Share Certificate to the Lender
representing the number of Common Shares acquired by the Lender pursuant to the
calculation set out in subparagraph 8.1 of this Agreement. 

8.4                    
Lender acknowledges that any Common Shares issued on conversion of the Loan will
be restricted shares and may be sold pursuant to Rule 144 promulgated under the
Securities Act, and will contain a restrictive legend customary for such
restricted shares.

9.                    
REPRESENTATIONS AND WARRANTIES 

9.1                    
The Borrower represents and warrants as follows: 

	 	(a) 	
      it is a corporation duly organized, validly existing and
      in good standing under the laws of Nevada;

	 	 	 	 
	 	(b) 	
      it has the corporate power and capacity to carry on
      business as currently conducted by it, own property or interests therein,
      borrow and lend money, grant security, make, keep, observe and perform
      representations, warranties, covenants and agreements and incur
      obligations and liabilities, all as contemplated hereby;

	 	 	 	 
	 	(c) 	
      there is no action, suit, investigation or proceeding
      outstanding or pending or, to the knowledge of the Borrower, threatened
      against it or any of its property, assets or undertakings by or before any
      court, arbitrator or administrative or governmental body which would
      reasonably be expected to have a material adverse effect;

	 	 	 	 
	 	(d) 	
      all material information regarding the Borrower is
      disclosed by the Borrower on EDGAR, and such public information contains
      no material misstatements and is up to date;

	 	 	 	 
	 	(e) 	
      it has not agreed or consented to, nor has it agreed to
      cause or permit in the future (upon the happening of a contingency or
      otherwise), any of its property, whether now owned or hereafter acquired,
      to be subject to a Lien; and

	 	 	 	 
	 	(f) 	
      the execution and delivery by it of this Agreement and
      the Security Documents and the performance by it of its obligations
      hereunder and thereunder, do not and will not conflict with or result in a
      material breach of any of the terms, conditions, or provisions
  of:

	 	 	 	 
	 		(i) 	
      its organizational documents,

	 	 	 	 
	 		(ii) 	
      any law, regulation, or decree applicable or binding on
      it or any of its property, assets and undertaking,
or








	 	(iii) 	
      any material agreement or instrument binding to which it
      or any of its property assets or undertakings is a party or bound, the
      breach of which could reasonably be expected to have a material adverse
      effect or result in, or require or permit the imposition of any Lien in or
      with respect to the property, assets and undertakings now owned or
      hereafter acquired by it.



10.                    
COVENANTS 

10.1                    
The Borrower will: 

	 	(a) 	
      comply with all applicable laws, ordinances or
      governmental rules or regulations to which it or any of its property,
      assets and undertaking are subject;

	 	 	 
	 	(b) 	
      obtain and maintain in effect all licenses, certificates,
      permits, franchises and other governmental authorizations necessary to the
      ownership of its property, assets and undertakings or to the conduct of
      its businesses, in each case to the extent necessary to ensure that
      non-compliance with such applicable laws, ordinances or governmental rules
      or regulations or failures to obtain or maintain in effect such licenses,
      certificates, permits, franchises and other governmental authorizations
      could not, individually or in the aggregate, reasonably be expected to
      have a material adverse effect; and

	 	 	 
	 	(c) 	
      maintain and keep, or cause to be maintained and kept,
      its property, assets and undertakings in good repair, working order and
      condition (other than ordinary wear and tear), so that the business
      carried on by it may be properly conducted at all times, provided that
      this section will not prevent the Borrower from discontinuing the
      operation and the maintenance of any of its property, assets and
      undertakings if such discontinuance is desirable in the conduct of its
      business and such the Borrower has concluded that such discontinuance
      could not, individually or in the aggregate, reasonably be expected to
      have a material adverse effect.



10.2                    
So long as this Agreement remains in effect, the Borrower will not, without the
prior written consent of the Lender, which consent will not be unreasonably
withheld: 

	 	(a) 	
      materially alter any of its organizational documents or
      its corporate organization;

	 	 	 
	 	(b) 	
      amalgamate, consolidate or merge with any other
      Person;

	 	 	 
	 	(c) 	
      redeem any of its redeemable shares, if any such
      redeemable shares exist;

	 	 	 
	 	(d) 	
      incur any further indebtedness of either a direct or
      indirect nature to any party except in the normal course of
    business;

	 	 	 
	 	(g) 	
      make any advances or loan to, or any investment in, or
      provide any guarantees on behalf of, any Person, other than in the
      ordinary course;

	 	 	 
	 	(h) 	
      become a party to any transaction whereby all or a
      substantial part of its property assets and undertakings or of any of its
      subsidiaries would become the property of any other Person, whether by way
      of reconstruction, reorganization, amalgamation, merger, transfer, sale,
      lease or otherwise, except in the ordinary
course;

	 	 	
       
	 	(i) 	
      in any fiscal year of the Borrower or any of its
      subsidiaries, pay dividends on any class or kind of its shares, repurchase
      or redeem any of its shares, or reduce its capital in any way
      whatsoever.







10.3                    
So long as the Loan remains outstanding, the Borrower will provide the Lender
with the following information: 

 	 	(a) 	
      within 30 days of each calendar month end, management
      prepared monthly financial statements which will include a balance sheet
      and a cash flow statement for the Borrower; and

	 	 	 
	 	(b) 	
      at the written request of the Lender, such other reports,
      certificates, projections of income and cash flow or other matters
      affecting its business affairs or financial condition as the Lender may
      reasonably request from time to time.



11.                    
EVENTS OF DEFAULT 

11.1                    
Notwithstanding and without prejudice to the Maturity Date, at the option of the
Lender, the Borrower’s Indebtedness will immediately become due and payable and
this Agreement will become enforceable upon the happening of any one or more of
the following events: 

	 	(a) 	
      If DGO6 does not approve the Grant in writing within 90
      days of advance of the Loan;

	 	 	 	 
	 	(b) 	
      if the Borrower or the Subsidiary:

	 	 	 	 
	 		(i) 	
      fails to make any payment of principal, interest, or
      other money payable by it hereunder or under this Agreement when the same
      becomes due hereunder or thereunder which failure continues unremediated
      for more than Five (5) days,

	 	 	 	 
	 		(ii) 	
      fails to observe or perform any covenant contained in
      this Agreement and upon notice by the Lender, the Borrower fails to cure
      the same within Thirty (30) days of the Borrower’s receipt of such notice,
      or

	 	 	 	 
	 		(iii) 	
      completes a debt financing or other financing which is
      not comprised solely of Common Shares and/or warrants to purchase
      additional Common Shares without the prior written consent of the
      Lender;

	 	 	 	 
	 	(c) 	
      if any representation or warranty given by or on behalf
      of the Borrower is untrue in any material respect;

	 	 	 	 
	 	(d) 	
      if an order is made or a resolution is passed for the
      winding-up of the Borrower, or if a petition is filed for the winding-up
      of the Borrower;

	 	 	 	 
	 	(e) 	
      if the Borrower or the Subsidiary commits or threatens to
      commit any act of bankruptcy; becomes insolvent; or makes an assignment or
      proposal under applicable law in any jurisdiction, a general assignment in
      favour of its creditors, or a bulk sale of its assets; or if a bankruptcy
      petition is filed or presented against the Borrower which the Borrower
      does not vigorously oppose;

	 	 	 	 
	 	(f) 	
      if a receiver, receiver and manager, or receiver-manager,
      or any person with like powers, is appointed for all or any of the
      property, assets and undertakings of the Borrower;

	 	 	 	 
	 	(g) 	
      if the Borrower or the Subsidiary ceases to carry on any
      material aspect of its business;








	 	(h) 	
      if the holder of any Lien against the property, assets
      and undertakings of the Borrower, any subsidiary of the Borrower, does
      anything to enforce or realize on such Lien, and if, in the reasonable
      opinion of the Lender, such enforcement or realization would have a
      material adverse effect on the Borrower’s ability to repay the Borrower’s
      Indebtedness;

	 	 	 
	 	(i) 	
      if, without the prior written consent of the Lender and
      outside of the ordinary course of its business, the Borrower transfers its
      property, assets or undertakings or any material part thereof to any other
      Person;

	 	 	 
	 	(j) 	
      if any execution, sequestration, extent, or any other
      process of any kind is levied upon or enforced against any part of the
      property, assets or undertakings of the Borrower, the Subsidiary, any
      other subsidiary of the Borrower and remains unsatisfied for a period of
      thirty (30) days as to personal property, unless such process is disputed
      in good faith and, in the reasonable opinion of the Lender, does not
      jeopardize or impair the Loan repayment in any material way; and

	 	 	 
	 	(k) 	
      if a distress or analogous process is levied upon the any
      of the property, assets or undertakings of the Borrower, any subsidiary of
      the Borrower, or any part thereof, unless the process is disputed in good
      faith and adequate security is given to pay the amount claimed in
    full.



12.                    
SECURITIES ISSUED 

12.1                    
The Lender represents and warrants to, and covenants and agrees with the
Borrower that: 

	 	(a) 	
      the Lender is not a U.S. Person, as that term is defined
      in Regulation S promulgated by the Securities and Exchange
    Commission;

	 	 	 	 
	 	(b) 	
      the Lender makes the Loan to the Borrower and acquires
      the Loan, the Bonus Shares and the Conversion right in reliance upon the
      exemption from registration provided either by Section 506 of Regulation D
      of the Securities Act or as an offshore investor under Regulation
  S;

	 	 	 	 
	 	(c) 	
      the Lender has consulted with its own securities advisor
      as to its eligibility to acquire the Securities under the laws of its home
      jurisdiction and acknowledges that the Borrower has made no effort and
      takes no responsibility for the consequences to the Lender as a foreign
      investor acquiring the Securities;

	 	 	 	 
	 	(d) 	
      no governmental agency has passed upon, or make any
      finding or determination as to the fairness of this investment, and that
      there have been no governmental agency recommendations or endorsements of
      the investment made hereunder;

	 	 	 	 
	 	(e) 	
      the Lender acknowledges that:

	 	 	 	 
	 		(i) 	
      there are substantial restrictions on the sale or
      transferability of any Securities and the Lender is purchasing
      unregistered securities;

	 	 	 	 
	 		(ii) 	
      although the Borrower’s Common Shares are currently
      listed for trading on the OTCQB, there are substantial risks respecting
      the trading market;

	 	 	 	 
	 		(iii) 	
      there has been no general solicitation by the Borrower
      respecting the Loan and the Securities; and








	 		(iv) 	
      the Lender has made its decision to acquire the
      Securities based solely on the information filed by the Borrower on
      EDGAR.

	 	 	 	 
	 	(f) 	
      the Lender has received all information and documentation
      and has asked all questions of Borrower representatives that it or its
      advisor deems necessary or desirable so that it can make an informed
      decision regarding the investment made hereunder;

	 	 	 	 
	 	(g) 	
      the Lender, alone or with its advisor, has enough
      knowledge and experience in financial and business matters to make it
      capable of evaluating the merits and risks of investing in the
      Borrower.



12.2                    
The Lender makes the Loan to the Borrower and acquires the Conversion right and
Bonus Shares as principal for its own account and not for the benefit of any
other person. 

13.                    
SECURITIES EXEMPTION 

13.1                    
The Lender acknowledge that any Securities issued pursuant hereto will have such
hold periods as are required under applicable securities laws and as a result
may not be sold, transferred or otherwise disposed, except pursuant to an
effective registration statement under the Securities Act, or pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in each case only in accordance with all
applicable securities laws. 

THE SECURITIES THAT MAY BE ISSUED UPON CONVERSION OF THE
LOAN AND THE BONUS SHARES HAVE NOT 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 A U.S. PERSON 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 ACCORDANCE WITH THE 1933 ACT. "UNITED
STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.


13.2                    
Each certificate representing the Securities of the Lender shall bear a
restrictive legend respecting resale as required under Securities and Exchange
Commission and other applicable laws. 

14.                    
WAIVER 

14.1                    
The Lender may waive any breach by the Borrower of any of the provisions
contained in this Agreement or any default by the Borrower in the observance or
performance of any covenant or condition required to be observed or performed by
the Borrower under the terms of this Agreement, but any waiver by the Lender of
such breach or default, or any failure to take any action to enforce its rights
hereunder or under this Agreement will not extend to or be taken in any manner
whatsoever to affect any subsequent breach or default or the rights resulting
therefrom.




15.                    
MISCELLANEOUS

15.1                    
Each of the parties hereto will forthwith at all times, and from time to time,
at the Borrower’s sole cost and expense, do, execute, acknowledge and deliver,
or cause to be done, executed, acknowledged and delivered, all such further
acts, deeds, documents and assurances which, in the opinion of a Lender, acting
reasonably, are necessary or advisable for the better accomplishing and
effecting of the intent of this Agreement. 

15.2                    
Neither this Agreement nor any benefits hereunder may be transferred, assigned
or otherwise disposed of by the Borrower to any Person without the prior written
consent of the Lender. 15.3 No amendment, waiver or modification of, or
agreement collateral to, this Agreement will be enforceable against the Lender
unless it is by a formal instrument in writing expressed to be a modification of
this Agreement, and executed in the same fashion as this Agreement. 

15.4                    
All covenants and other agreements in this Agreement contained by or on behalf
of any of the parties hereto will bind and enure to the benefit of the
respective successors and assigns of the parties hereto (including, without
limitation, any transferee) whether so expressed or not; provided, however, that
the Borrower may not assign its rights or obligations hereunder to any Person.


15.5                    
Any notice required or permitted to be given under this Agreement will be in
writing and may be given by delivering, sending by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy, or sending by prepaid registered mail posted in Canada or the
United States, as the case may be, the notice to the following address or
number: 

	(a) 	
      If to the Borrower:

	 	 	 
		
      ORGENESIS INC.

		21 Sparrow Circle,
		
      White Plains NY 10605

	 	 	 
		
      Attention: Vered Caplan 
email:
      vered.c@orgenesis.com

	 	 	 
		
      with a copy to (which does not constitute
  notice):

	 	 	 
		
      CLARK WILSON LLP

		800 – 885 West Georgia Street
		
      Vancouver, BC V6C 3H1 
Canada

	 	 	 
		
      Attention: Bernard Pinsky 
Facsimile No.: (604)
      687-6314 
email: bip@cwilson.com








	(b) 	
      If to the Lender:

	 	 
		
      NINE INVESTMENTS LIMITED

	 	6th Floor, St. Johns Building 
		
      33 Garden Road 
Central 
Hong
Kong




	 	Attention: 	Eliza Wu and Kirsten Yau 
	 	email: 	Eliza.wu@orangefield.com 
	 	  	Kirsten.yau@orangefield.com



(or to such other address or number as
any party may specify by notice in writing to another party). 

Any notice delivered or sent by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy on a business day will be deemed
conclusively to have been effectively given on the day the notice was delivered,
or the transmission was sent successfully to the number set out above, as the
case may be. Any notice sent by prepaid registered mail will be deemed
conclusively to have been effectively given on the third business day after
posting; but if at the time of posting or between the time of posting 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. 

15.6                    
This Agreement will be construed and enforced in accordance with, and the rights
of the parties will be governed by the laws of the State of Nevada and
applicable federal laws thereto. The Lender and the Borrower hereby attorn to
the courts of competent jurisdiction located in the City of Las Vegas, State of
Nevada, in any proceedings hereunder. 

15.7                    
The Lender acknowledges that it has consulted with and is represented by legal
counsel which is independent of Borrower’s counsel, Clark Wilson LLP.

15.8                    
This Agreement may be executed simultaneously in two or more counterparts, each
of which will be deemed an original, and it will not be necessary in making
proof of this Agreement to produce or account for more than one such
counterpart. This Agreement may be executed by delivery of executed signature
pages by fax or other form of electronic transmission and such transmission will
be effective for all purposes. 

15.9                    
This Agreement, the schedules attached hereto contain the entire agreement
between the parties with respect to the subject matter hereof and supersede all
prior arrangements and understandings, both written and oral, expressed or
implied, with respect thereto. Any preceding correspondence is expressly
superseded and terminated by this Agreement. 

15.10                   
Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement, and any such prohibition or unenforceability in
any jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction. 

IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed and delivered by their
respective officers thereunto duly authorized on the 29th day of May, 2014. 




ORGENESIS INC. 

 

Per: “Signed”                          

Authorized Signatory 

 

NINE INVESTMENTS LIMITED 

 

Per: “Signed”                          

Authorized Signatory