Exhibit
10.1


 





Execution
Version

 


SENIOR
SECURED CONVERTIBLE LOAN AGREEMENT


 


Dated
as of August 15, 2022


 


by
and between


 


MM
OS Holdings, L.P.


as
Lender,


 


Morgenesis
LLC


a
Delaware limited liability company


as
Borrower


 


and


 


Orgenesis
Inc.


a
Nevada corporation


as
Holdings


 




    	 



     


    

 


TABLE
OF CONTENTS








 


	 	 	PAGE
	SECTION
    1.	DEFINITIONS	1
	SECTION
    2.	DISBURSEMENTS	17
	SECTION
    3.	CONVERTIBLE LOAN	18
	SECTION
    4.	BORROWER’S REPRESENTATIONS AND WARRANTIES	19
	SECTION
    5.	CERTAIN COVENANTS	23
	SECTION
    6.	FEES AND EXPENSES	32
	SECTION
    7.	EVENTS OF DEFAULT	32
	SECTION
    8.	RIGHTS OF LENDER UPON DEFAULT	34
	SECTION
    9.	DAMAGE, DESTRUCTION, CONDEMNATION	36
	SECTION
    10.	CONDITIONS PRECEDENT TO CLOSING	36
	SECTION
    11.	CONVERSION	38
	SECTION
    12.	LENDER OPTIONAL INVESTMENT	40
	SECTION
    13.	WAIVERS; INDEMNITY	41
	SECTION
    14.	PUBLICITY	41
	SECTION
    15.	NOTICES	41
	SECTION
    16.	MISCELLANEOUS	42
	SECTION
    17.	GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS	42


 








	Schedules:	 	 
	 	 	 
	Schedule 4(q)	–	Subsidiaries
	Schedule 5(a)(xv)	–	Post-Closing
    Obligations


 





	Exhibits:	 	 
	 	 	 
	Exhibit A	–	Form
    of Compliance Certificate
	Exhibit B	–	Form
    of Solvency Certificate
	Exhibit C	–	Term
    Sheet – Borrower LLC Agreement


 




    	 



     


    

 


INITIAL
CREDIT AMOUNT $10,000,000 (“Loan”)


Maturity
Date: March 29, 2023 (“Maturity Date”)


Interest: 8% per annum PIK


 


This
Senior Secured Convertible Loan Agreement, dated as of the date first written above (this “Agreement”), entered into
by and among MM OS Holdings, L.P. (“Lender”), Morgenesis LLC, a Delaware limited liability company (“Borrower”)
and Orgenesis Inc., a Nevada corporation (“Holdings”). The terms and conditions of the Agreement agreed to among Lender,
Holdings and Borrower are as follows:


 


Section
1. Definitions. As used in this Agreement, the following capitalized terms have the following meanings:


 


“Adverse
Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation
or arbitration (whether or not purportedly on behalf of Holdings, the Borrower or any of its Subsidiaries) at law or in equity, or before
or by any Governmental Authority, domestic or foreign (including any Environmental Claim), whether pending or, to the knowledge of Holdings,
the Borrower or any of its Subsidiaries, threatened in writing, against or affecting Holdings, the Borrower or any of its Subsidiaries
or any property of Holdings, the Borrower or any of its Subsidiaries.


 


“Affiliate”
means, as applied to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, that
Person. No Person shall be an “Affiliate” of Holdings or any Subsidiary thereof solely because it is an unrelated portfolio
company of Lender and neither Lender nor any of its Affiliates shall be considered an Affiliate of Holdings or any Subsidiary thereof.


 


“Agreement”
has the meaning assigned to such term in the preamble hereof.


 


“Annual Budget” has the meaning assigned to such term
in Section 5(a)(iii)(8).


 


“Anti-Terrorism
Laws” means any Requirement of Law relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001, The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”),
31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959.


 


“Applicable
Charges” has the meaning assigned to such term in Section 3(a)(v).


 


“Bankruptcy
Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.).


 


“Board” means the
Board of Governors of the Federal Reserve System of the US.


 


“Borrower” has the meaning assigned to such term in the
preamble hereof.


 


“Borrower
IPO” means the issuance and sale by Borrower of its common Capital Stock in an underwritten primary public offering (other
than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the
SEC in accordance with the Securities Act or any analogous filing under the securities laws of any jurisdiction other than the US (whether
alone or in connection with a secondary public offering).


 




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“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws
of, or are in fact closed in, New York City.


 


“Capital
Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee
that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.


 


“Capital
Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership
interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, but
excluding for the avoidance of doubt any Indebtedness convertible into or exchangeable for any of the foregoing.


 


“Cash”
means money, currency or a credit balance in any Deposit Account, in each case determined in accordance with GAAP.


 


“Cash
Equivalents” means, as at any date of determination, (a) readily marketable securities (i) issued or directly and
unconditionally guaranteed or insured as to interest and principal by the US government or (ii) issued by any agency or
instrumentality of the US, the obligations of which are backed by the full faith and credit of the US, in each case maturing within
one year after such date and, in each case, repurchase agreements and reverse repurchase agreements relating thereto; (b) readily
marketable direct obligations issued by any state of the US or any political subdivision of any such state, or any public
instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a
rating of at least A-2 from S&P or at least P-2 from Moody’s (or, if at any time either S&P or Moody’s is not
rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and, in each case,
repurchase agreements and reverse repurchase agreements relating thereto; (c) commercial paper maturing no more than one year from
the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P or at least
P-2 from Moody’s (or, if at any time either S&P or Moody’s is not rating such obligations, an equivalent rating from
another nationally recognized statistical rating agency); (d) deposits, money market deposits, time deposit accounts, certificates
of deposit or bankers’ acceptances (or similar instruments) maturing within one year after such date and issued or accepted by
any Lender or by any bank organized under, or authorized to operate as a bank under, the laws of the US, any state thereof or the
District of Columbia and that has capital and surplus of not less than $100,000,000 and, in each case, repurchase agreements and
reverse repurchase agreements relating thereto; (e) securities with maturities of six months or less from the date of acquisition
backed by standby letters of credit issued by any commercial bank having capital and surplus of not less than $100,000,000; and (f)
shares of any money market mutual fund that has (i) substantially all of its assets invested in the types of investments referred to
in clauses (a) through (e) above, (ii) net assets of not less than $250,000,000 and (iii) a rating of at least A-2
from S&P or at least P-2 from Moody’s (or, if at any time either S&P or Moody’s is not rating such fund, an
equivalent rating from another nationally recognized statistical rating agency).


 


The
term “Cash Equivalents” shall also include (x) Investments of the type and maturity described in clauses (a)
through (f) above of foreign obligors, which Investments or obligors (or the parent companies thereof) have the ratings
described in such clauses or equivalent ratings from comparable foreign rating agencies and (y) other short-term Investments
utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in Investments that are
analogous to the Investments described in clauses (a) through (f) above and in this paragraph.


 




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“Change
of Control” means the earliest to occur of:


 


(a)
the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), including
any group acting for the purpose of acquiring, holding or disposing of Securities (within the meaning of Rule 13d- 5(b)(1) under the
Exchange Act, but excluding any employee benefit plan and/or Person acting as the trustee, agent or other fiduciary or administrator
therefor), other than the Lender and its Affiliates, of Capital Stock representing more than the greater of 30% of the total voting
power of all of the outstanding voting stock of Holdings;


 


(b)
the acquisition by any Person (other than (a) Lender or its Affiliates or (b) Holdings) of any Capital Stock of Borrower (including
any such acquisition by issuance of such Capital Stock by Borrower); or


 


(c)
at any time, a “change of control” or similar event under any other definitive document evidencing material Indebtedness
of Holdings, Borrower and/or its Subsidiaries above the Threshold Amount shall have occurred.


 


“Closing
Date” means August 15, 2022.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral”
means any and all property of any Loan Party subject (or purported to be subject) to a Lien under any Collateral Document and any and
all other property of any Loan Party, now existing or hereafter acquired, that is or becomes subject (or purported to be subject) to
a Lien pursuant to any Collateral Document to secure the Obligations.


 


“Collateral
and Guarantee Requirement” means, at any time, subject to (x) the applicable limitations set forth in this Agreement and/or
any other Loan Document and (y) the time periods (and extensions thereof) set forth in Section 5(a)(xiii), the requirement that
Lender shall have received in the case of any Subsidiary that is required to become a Loan Party after the Closing Date, in the case
of any Person that will become a Loan Party (including each Subsidiary that is not an Excluded Subsidiary), (i) a joinder to the Loan
Guaranty in substantially the form attached as an exhibit thereto, (ii) a supplement to the Security Agreement in substantially the form
attached as an exhibit thereto, (iii) if the Subsidiary required to comply with the requirements set forth in this definition pursuant
to Section 5(a)(xiii)(1) owns registrations of or applications for US Patents, Trademarks and/or Copyrights that constitute Collateral,
an Intellectual Property Security Agreement, (iv) a completed Perfection Certificate, (v) UCC financing statements in appropriate form
for filing in the applicable jurisdictions and payment of associated fees (if any) as Lender may reasonably request, (vi) each deposit
account control agreement and/or securities account control agreement (or similar arrangement) required to be provided pursuant to the
Security Agreement and (vii) each item of Collateral that such Subsidiary is required to deliver under Section 4.02 of the Security
Agreement (which, for the avoidance of doubt, shall be delivered within the time periods set forth in Section 5(a)(xiii)(1).


 




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“Collateral
Documents” means, collectively, (i) the Security Agreement, (ii) each Mortgage (if any), (iii) each Intellectual Property Security
Agreement, (iv) any supplement to any of the foregoing delivered to Lender pursuant to the definition of “Collateral and Guarantee
Requirement”, (v) the Perfection Certificate (including any Perfection Certificate delivered to Lender pursuant to the definition
of “Collateral and Guarantee Requirement”) and each Perfection Certificate Supplement, (vi) each deposit account control
agreement and/or securities account control agreement (or similar agreement) required to be entered into pursuant to the Loan Documents
and (vii) each other document and/or instrument pursuant to which any Loan Party grants (or purports to grant) a Lien on any Collateral
as security for payment of the Obligations.


 


“Compliance
Certificate” means a Compliance Certificate substantially in the form of Exhibit A.


 


“Contractual
Obligation” means, as applied to any Person, any provision of any Capital Stock issued by that Person or of any indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of
its properties is bound or to which it or any of its properties is subject.


 


“Conversion”
has the meaning assigned to such term in Section 11(a).


 


“Conversion
Notice” has the meaning assigned to such term in Section 11(d).


 


“Converted
Amount” has the meaning assigned to such term in Section 11(a).


 


“Copyright”
means the following: (a) all copyrights, rights and interests in copyrights, works protectable by copyright whether published or unpublished
and whether registered or unregistered, copyright registrations and copyright applications; (b) all renewals of any of the foregoing;
(c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation,
damages or payments for past or future infringements, misappropriations and other violations for any of the foregoing; (d) the right
to sue for past, present, and future infringements, misappropriations and other violations of any of the foregoing; and (e) all rights
corresponding to any of the foregoing.


 


“Debtor
Relief Laws” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, general assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the US or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


“Default”
means any event or condition that upon notice, lapse of time or both would become an Event of Default.


 


“Deposit
Account” means a demand, time, savings, passbook or like account with a bank, excluding, for the avoidance of doubt, any investment
property (within the meaning of the UCC) or any account evidenced by an instrument (within the meaning of the UCC).


 


“Designs”
means any and all and any part of the following: (a) all industrial designs and intangibles of like nature (whether registered or unregistered),
all registrations and recordings thereof, and all applications in connection therewith; (b) all reissues, extensions or renewals thereof;
(c) all income, royalties, damages and payments now or hereafter due or payable with respect thereto, including, without limitation,
damages, claims, and payments for past and future infringements, misappropriations and other violations thereof; (d) all rights to sue
for past, present, and future infringements, misappropriations and other violations of the foregoing and (e) all rights corresponding
to any of the foregoing.


 




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“Disposition”
means the sale, lease, sublease, transfer, swap or other disposition of any property of any Person (and shall include any issuance of
Capital Stock or similar instruments by any Subsidiary of the Borrower).


 


“Disregarded
Domestic Subsidiary” means any direct or indirect Domestic Subsidiary of the Borrower with no material assets other than Capital
Stock (or Capital Stock and debt) of one or more Foreign Subsidiaries (it being understood that the Borrower shall be deemed not to be
a “Disregarded Domestic Subsidiary”).


 


“Domain
Name” means the following: (a) all Internet domain names and associated uniform resource locator addresses; (b) all income,
royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages
or payments for past or future infringements, misappropriations and other violations for any of the foregoing; (c) the right to sue for
past, present, and future infringements, misappropriations and other violations of any of the foregoing; and (d) all rights corresponding
to any of the foregoing.


 


“Domestic
Subsidiary” means any Subsidiary that is a US Person as that term is defined in Section 7701(a)(3) of the Internal Revenue
Code of 1986, as amended.


 


“Environment”
means ambient air, indoor air, surface water, groundwater, drinking water, land surface and subsurface strata and natural resources such
as wetlands, flora and fauna.


 


“Environmental
Claim” means any notice of violation, , action, suit, proceeding, demand, abatement order or other order or directive (conditional
or otherwise), by any Governmental Authority or any other Person, arising (a) pursuant to or in connection with any Environmental Law;
(b) in connection with any Hazardous Material; or (c) in connection with any actual or alleged damage, injury, threat or harm to the
Environment.


 


“Environmental
Laws” means any and all Requirements of Law relating to (a) pollution or protection of the Environment, (b) human health and
safety, or (c) the generation, use, handling, storage, transportation, treatment, Release or disposal of or exposure to Hazardous Materials.


 


“Environmental
Liability” means any liability, including any liability for damages, costs of environmental remediation, fines or penalties,
resulting from or based upon (a) any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal
of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials
into the Environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.


 


“Environmental
Permits” has the meaning assigned to such term in Section 4(j).


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.


 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) that is under common control with the Borrower or any
Subsidiary and is treated as a single employer within the meaning of Section 414 of the Code or Section 4001(b) of ERISA.


 




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“ERISA
Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any Subsidiary or any
ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined
in Section 4001(a)(2) of ERISA) or a cessation of operations at any facility of the Borrower or any Subsidiary or any ERISA Affiliate
as described in Section 4062(e) of ERISA, in each case, resulting in liability to the Borrower or any Subsidiary pursuant to Section
4063 of ERISA; (c) a complete or partial withdrawal by the Borrower or any Subsidiary or any ERISA Affiliate from a Multiemployer Plan
resulting in the imposition of Withdrawal Liability on the Borrower or any Subsidiary, notification of the Borrower or any Subsidiary
or any ERISA Affiliate of the imposition of Withdrawal Liability or notification that a Multiemployer Plan is “insolvent”
within the meaning of Section 4245 of ERISA or the receipt by the Borrower, any Subsidiary or any ERISA Affiliate, of any notice that
a Multiemployer Plan is in endangered or critical status under Section 432 of the Code or Section 305 of ERISA; (d) the filing of a notice
of intent to terminate a Pension Plan under Section 4041(c) of ERISA, the treatment of a Pension Plan amendment as a termination under
Section 4041(c) of ERISA, the commencement of proceedings by the PBGC to terminate a Pension Plan or the receipt by the Borrower or any
Subsidiary or any ERISA Affiliate of notice of the treatment of a Multiemployer Plan amendment as a termination under Section 4041A of
ERISA or of notice of the commencement of proceedings by the PBGC to terminate a Multiemployer Plan; (e) the occurrence of an event
or condition that constitutes, or is reasonably likely to constitute, grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV
of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any Subsidiary or ERISA
Affiliates; (g) the failure to make a required contribution to any Pension Plan that would result in the imposition of a Lien or other
encumbrance under Section 430 of the Code or Section 303 or 4068 of ERISA; (h) the failure to satisfy the minimum funding standard under
Section 412 of the Code or Section 302 of ERISA, whether or not waived, or the filing of any request for or receipt of a minimum funding
waiver under Section 412 of the Code with respect to any Pension Plan; (i) a determination that any Pension Plan is, or is reasonably
expected to be, considered an at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA; or (j) the Borrower,
any Subsidiary or any ERISA Affiliate incurring any liability under Section 436 of the Code as a result of a violation of Section 436
of the Code with respect to a Pension Plan.


 


“Event
of Default” has the meaning assigned to such term in Section 8.


 


“Excluded
Assets” means each of the following:


 


(a)
any asset the grant of a security interest in which would (i) be prohibited by any enforceable anti-assignment provision set forth
in any contract that is permitted or otherwise not prohibited by the terms of this Agreement and is binding on such asset at the
time of its acquisition (so long as such prohibition was not incurred in contemplation of such acquisition), (ii) excluding any
Capital Stock of a Subsidiary, violate the terms of any contract binding on such asset at the time of its acquisition (so long as
such provision was not incurred in contemplation of its acquisition) that is permitted or otherwise not prohibited by the terms of
this Agreement (in the case of clause (i) above and this clause (ii), after giving effect to any applicable
anti-assignment provision of the UCC or other applicable Requirements of Law) or (iii) excluding any Capital Stock of a Subsidiary,
trigger termination of any contract relating to such asset that is permitted or otherwise not prohibited by the terms of this
Agreement pursuant to any “change of control” or similar provision; it being understood that (A) the term
“Excluded Asset” shall not include proceeds or receivables arising out of any contract described in this clause
(a) to the extent that the assignment of such proceeds or receivables is expressly deemed to be effective under the UCC or any
other applicable Requirement of Law notwithstanding the relevant prohibition, violation or termination right and (B) the exclusions
referenced in clauses (a)(i) and (a)(ii) above shall not apply to the extent that the relevant contract prohibits the
grant of a security interest in all or substantially all of the assets of any Loan Party; provided, however, that (x)
no asset pledged under Loan Documents shall constitute, under any clause of this definition, an Excluded Asset and (y) no account
and no cash or other property credited thereto or held therein shall constitute, under any clause of this definition, Excluded
Assets,


 




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(b)
solely with respect to Holdings, any asset owned by Holdings other than (a) all of
Holdings’ right, title or interest in or to, or right to receive payment with respect to or on account of, all Capital Stock
of Borrower and the Specified Subsidiaries (such Capital Stock, the “Holdings’ Pledged Stock”) and any
capital account established in connection with any Holdings’ Pledged Stock, (b) all of Holdings’ rights, powers and
privileges as a member, partner or shareholder (or in a similar capacity) arising out of or attributable to (i) the by-laws, limited
liability company agreement or partnership agreement (or similar agreement or document) (any such agreement or document or similar
agreement or document, a “Governing Document”) and (ii) any other document or agreement executed in connection
therewith, as they relate to, arise out of or are attributable to any Holdings’ Pledged Stock, (c) any and all of
Holdings’ rights to receive any moneys, fees, distributions and other payments and compensation due and to become due to
Holdings from Borrower and/or the Specified Subsidiaries, to the extent arising out of or attributable to any Holdings’
Pledged Stock, (d) all rights of Holdings to receive proceeds of any insurance, indemnity, warranty or guaranty pursuant to any
Governing Document, to the extent arising out of or attributable to any Holdings’ Pledged Stock, (e) the proceeds (whether
cash or noncash) to be paid and payable to Holdings upon any sale or other transfer of any right, title or interest of Holdings in
any of the foregoing Collateral (including in the Holdings’ Pledged Stock), including, but not limited to, any promissory note
Holdings may receive as proceeds of any Holdings’ Pledged Stock, (f) all claims of Holdings for damages arising out of or for
breach of or default under any Governing Document, to the extent arising out of or attributable to any Holdings’ Pledged
Stock, (g) any right of Holdings to perform as a member, partner or shareholder (or in an similar capacity) under any Governing
Document, and to compel performance and otherwise exercise all rights and remedies thereunder, in each case to the extent arising
out of or attributable to any Holdings’ Pledged Stock, and (h) any and all cash and noncash proceeds, products and related
rights of any of the foregoing,


 


(c)
any “intent to use” application for registration of a Trademark filed pursuant to Section 1(b) of the Lanham Act, 15
U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an
“Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, but only to the extent that,
and during the period in which, the grant of a security interest therein would impair the validity or enforceability of any
registration that issues from such intent-to-use application under applicable federal law,


 


(d)
any asset, the grant of a security interest in which would (i) require any governmental consent, approval, license or authorization
that has not been obtained after use of commercially reasonable efforts to do so, (ii) be prohibited by applicable Requirements of
Law, except, in each case of clause (i) above and this clause (ii), to the extent such requirement or prohibition
would be rendered ineffective under the UCC or any other applicable Requirement of Law notwithstanding such requirement or
prohibition; it being understood that the term “Excluded Asset” shall not include proceeds or receivables arising out of any asset described in clause (d)(i) or clause (d)(ii) to the extent that the assignment of
such proceeds or receivables is expressly deemed to be effective under the UCC or any other applicable Requirement of Law
notwithstanding the relevant requirement or prohibition or (iii) result in material adverse tax consequences to any Loan Party as
reasonably determined by the Borrower, including, without limitation, any material adverse tax consequence as a result of the
operation of Section 956 of the Code,


 




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 (e) any owned Real Estate Asset that is not a Material Real Estate Asset,




 


(f)
any interest in any partnership, joint venture or non-Wholly-Owned Subsidiary (other than a Subsidiary) which cannot be pledged
without (i) the consent of one or more third parties other than Holdings, the Borrower or any of its Wholly-Owned Subsidiaries
(after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or any other applicable Requirement of Law) and such
consent has not been obtained after use of commercially reasonable efforts to do so or (ii) giving rise to a “right of first
refusal”, a “right of first offer” or a similar right permitted or otherwise not prohibited by the terms of this
Agreement that may be exercised by any third party other than Holdings, the Borrower or any of its Subsidiaries in accordance with
the Organizational Documents (and/or shareholders’ or similar agreement) of such partnership, joint venture or non-
Wholly-Owned Subsidiary,


 


 (g) any Margin Stock,




 


(h)
if applicable in any jurisdiction, Commercial Tort Claims with a value (as reasonably estimated by the Borrower) of less than
$100,000,


 


(i)
any Cash or Cash Equivalents maintained in or credited to any Deposit Account or securities account to the extent such Deposit
Account or securities account is comprised solely of (a) funds specifically and exclusively used or to be used for payroll and
payroll taxes and other employee benefit payments to or for the benefit of any Loan Party’s employees and (b) funds
specifically and exclusively used or to be used to pay all Taxes required to be collected, remitted or withheld (including
withholding Taxes (including the employer’s share thereof)) by any Loan Party, and


 


(j)
any lease, license or agreement or any asset subject to a purchase money security interest, Capital Lease or similar arrangement
that is, in each case, permitted by this Agreement to the extent that the grant of a security interest therein would violate or
invalidate such lease, license or agreement or purchase money, Capital Lease or similar arrangement or trigger a right of
termination in favor of any other party thereto (other than Holdings, the Borrower or any of its Subsidiaries) after giving effect
to the applicable anti- assignment provisions of the UCC or any other applicable Requirement of Law; it being understood that the
term “Excluded Asset” shall not include any proceeds or receivables arising out of any asset described in this clause
(j) to the extent that the assignment of such proceeds or receivables is expressly deemed to be effective under the UCC or any
other applicable Requirement of Law notwithstanding the relevant requirement or prohibition.


 


“Excluded
Subsidiary” means:


 


(a)
(i) any Foreign Subsidiary, (ii) any Disregarded Domestic Subsidiary and/or (iii) any Domestic Subsidiary that is a direct or
indirect subsidiary of any Foreign Subsidiary; and


 




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 (b) any Subsidiary formed or acquired after the Closing Date:




 


(i)
that is prohibited from providing a Loan Guaranty by any Requirement of Law, or


 


(ii)
that would require a governmental consent, approval, license or authorization to provide a Loan Guaranty (including any regulatory
consent, approval, license or authorization), in each case, solely to the extent such consent, approval, license and/or
authorization (as applicable) has not been obtained .


 


“FCPA”
has the meaning assigned to such term in Section 4(w).


 


“Federal
Funds Effective Rate” means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day’s
federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York sets forth
on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as
the federal funds effective rate; provided that if such rate as determined above is at any time negative, the Federal Funds Effective
Rate at such time shall instead be zero.


 


“Fiscal
Month” means a fiscal month of any Fiscal Year ending on the last day of the calendar month.


 


“Fiscal
Quarter” means a fiscal quarter of any Fiscal Year ending on the last day of the calendar quarter.


 


“Fiscal
Year” means the fiscal year of Holdings ending December 31 of each calendar year.


 


“Flood
Hazard Property” means any improved real property constituting part of a Material Real Estate Asset located in the US that
is subject to a Mortgage in an area designated by the Federal Emergency Management Agency (or any successor agency) as having special
flood hazards under the Flood Insurance Laws.


 


“Flood
Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor
statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii)
the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance
Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act
of 2012 as now or hereafter in effect or any successor statute thereto.


 


“FMV
Common Shares” has the meaning assigned to such term in Section 11(b)(ii).


 


“FMV
Common Shares Terms MFN” has the meaning assigned to such term in Section 11(b)(ii).


 


“Foreign
Subsidiary” means any Subsidiary of Borrower that is not a Domestic Subsidiary.


 




    	9



    	 



    

 


“GAAP”
shall mean generally accepted accounting principles in the US as in effect and applicable to the accounting period in respect of which
reference to GAAP is made.


 


“Governmental
Authority” means any national, federal, state, provincial, county, municipal or local government, foreign or domestic, or the
government of any political subdivision of any of the foregoing, any multinational organization or body, or any entity, authority, agency,
ministry or other similar body exercising executive, legislative, judicial, regulatory, taxing or administrative authority or functions
of or pertaining to government, including any authority or other quasi-governmental entity established to perform any of such functions.


 


“Governmental
Authorization” means any permit, license, authorization, approval, plan, directive, consent order or consent decree of or from
any Governmental Authority.


 


“Hazardous
Materials” means any material, substance or waste, which is regulated, classified or otherwise characterized as “hazardous”,
or “toxic” or as a “pollutant” or “contaminant” or words of similar import pursuant to Environmental
Laws.


 


“Holdings”
has the meaning assigned to such term in the preamble hereof.


 


“Indebtedness”
as applied to any Person means, without duplication, (a) all indebtedness for borrowed money; (b) that portion of obligations with
respect to capital leases and purchase money indebtedness to the extent recorded as a liability on a balance sheet (excluding the
footnotes thereto) of such Person prepared in accordance with GAAP; (c) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments to the extent the same would appear as a liability on a balance sheet (excluding the
footnotes thereto) of such Person prepared in accordance with GAAP; (d) any obligation of such Person owed for all or any part of
the deferred purchase price of property or services (excluding (i) any such obligations incurred under ERISA and (ii) accrued
expenses and trade accounts payable in the ordinary course of business (including on an inter-company basis)); (e) all Indebtedness
of others that is secured by any Lien on any asset owned or held by such Person regardless of whether the Indebtedness secured
thereby has been assumed by such Person or is non-recourse to the credit of such Person; (f) the face amount of any letter of credit
issued for the account of such Person or as to which such Person is otherwise liable for reimbursement of drawings; (g) the
guarantee by such Person of the Indebtedness of another;


(h)
all obligations of such Person in respect of any preferred (or similar) Capital Stock; and (i) all net obligations of such Person in
respect of any derivative transaction, including any hedge agreement, whether or not entered into for hedging or speculative purposes.


 


“Indemnified
Party” has the meaning assigned to such term in Section 13.


 


“Intellectual
Property Security Agreement” means any agreement executed on or after the Closing Date confirming or effecting the grant of
any Lien on IP Rights owned by any Loan Party to Lender in accordance with this Agreement and the Security Agreement, in form and substance
reasonably satisfactory to Lender.


 


“Intercompany
Indebtedness Conversion” has the meaning assigned to such term in Schedule 5(a)(xv).


 


“Interest
Payment Date” has the meaning assigned to such term in Section 3(a)(i).


 




    	10



    	 



    

 


“Investment”
means (a) any purchase or other acquisition by the Borrower or any of its Subsidiaries (including any Specified Subsidiary) of any of
the Capital Stock or other securities of any other Person (other than any Loan Party), (b) the acquisition by purchase or otherwise (other
than any purchase or other acquisition of inventory, materials, supplies and/or equipment in the ordinary course of business) of all
or substantially all of the business, property or fixed assets of any other Person or any division or line of business or other business
unit of any other Person, (c) any loan, advance (other than any advance to any current or former employee, officer, director, member
of management, manager, consultant or independent contractor of Holdings, the Borrower, any Subsidiary, or any parent company thereof
for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital
contribution by Borrower or any of its Subsidiaries (including any Specified Subsidiary) to any other Person and (d) any capital expenditures
(including, without limitation, capital expenditures and build-out costs related to mobile processing units and labs and Point of Care
centers). The amount of any Investment shall be the original cost of such Investment, plus the cost of any addition thereto that
otherwise constitutes an Investment, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs
with respect thereto, minus any repayments of principal in the case of any Investment in the form of a loan and any return of
capital or return on Investment in the case of any equity Investment (whether as a distribution, dividend, redemption or sale but not
in excess of the amount of the relevant initial Investment).


 


“IP
Rights” has the meaning assigned to such term in Section 4(h).


 


“Legal
Reservations” means the application of relevant Debtor Relief Laws, general principles of equity and/or principles of good
faith and fair dealing.


 


“Lender”
has the meaning assigned to such term in the preamble hereof.


 


“Lender
Optional Investment” has the meaning assigned to such term in Section 12.


 


“Lien”
shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or
on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale
agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any
financing statement or similar instrument under the UCC or comparable law of any jurisdiction.


 


“Loan”
has the meaning assigned to such term in the preamble hereof.


 


“Loan
Documents” shall mean this Agreement, the Collateral Documents, the Loan Guaranty, any other documents executed in connection
with the Loan and any other document or instrument designated by Borrower and the Lender as a “Loan Document.” Any reference
in this Agreement or any other Loan Document to any Loan Document shall include all appendices, exhibits or schedules thereto.


 


“Loan
Guarantor” means Holdings and any Subsidiary Guarantor.


 


“Loan
Guaranty” means the Guaranty Agreement dated as of the hereof, executed by each Loan Party and Lender in form and substance
reasonably acceptable to Lender, as supplemented in accordance with the terms of this Agreement.


 


“Loan
Parties” means (i) Borrower and (ii) each other Loan Guarantor.


 


“Margin Stock” has the meaning assigned
to such term in Regulation U.


 




    	11



    	 



    

 


“Material
Adverse Effect” shall mean a material adverse effect on (a) the business, assets, operations, prospects or financial or other
condition of Borrower; (b) the ability of Borrower to pay or perform the Obligations in accordance with the terms of this Agreement and
the other Loan Documents, or an event which, with the giving of notice or the passage of time or both, would constitute an Event of Default,
under any Loan Document; or (c) the rights and remedies of Lender under this Agreement, the other Loan Documents or any related document,
instrument or agreement.


 


“Material
Real Estate Asset” means any “fee-owned” Real Estate Asset owned by any Loan Party having a fair market value (as
reasonably estimated by Borrower) in excess of $250,000, as determined on the later of (i) the Closing Date or (ii) the date of acquisition
thereof by the relevant Loan Party.


 


“Maturity
Date” has the meaning assigned to such term in the preamble hereof (for the avoidance of doubt, March 29, 2023).


 


“Maximum
Rate” has the meaning assigned to such term in Section 3(a)(v).


 


“Merkin
Note” means that certain Convertible Note dated as of June 6, 2019 (as amended pursuant to that certain Convertible Note Extension
Agreement dated as of July 15, 2022), between Holdings, as borrower and J. Ezra Merkin, as lender.


 


“Mortgage”
means any mortgage, deed of trust, deed to secure debt or other similar agreement creating a Lien on any Material Real Estate Asset in
favor of Lender, which shall be in form reasonably satisfactory to Lender.


 


“Multiemployer
Plan” means any employee benefit plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA that
is subject to the provisions of Title IV of ERISA, and in respect of which the Borrower or any of its Subsidiaries, or any of their respective
ERISA Affiliates, makes or is obligated to make contributions or with respect to which any of them has any ongoing obligation or liability,
contingent or otherwise.


 


“Narrative
Report” means, with respect to the financial statements in respect of which it is delivered, a summary narrative report describing
the operations of Holdings, the Borrower and its Subsidiaries for the relevant Fiscal Year.


 


“Obligations”
shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by Borrower to Lender of every
kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), now existing or
hereafter arising under or pursuant to the terms of this Agreement and the other Loan Documents, including, all interest, fees, charges,
expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable by Borrower hereunder and thereunder,
in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement
of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 it as amended from time to time (including post-petition
interest) and whether or not allowed or allowable as a claim in any such proceeding.


 


“OFAC”
has the meaning assigned to such term in Section 4(u).


 




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“Organizational
Documents” means (a) with respect to any corporation or unlimited liability company, its certificate or articles of incorporation,
amalgamation or organization and its by-laws, (b) with respect to any limited partnership, its certificate of limited partnership and
its partnership agreement, (c) with respect to any general partnership, its partnership agreement, (d) with respect to any limited liability
company, its articles of organization or certificate of formation, and its operating agreement, and (e) with respect to any other form
of entity, such other organizational documents required by local Requirements of Law or customary under such jurisdiction to document
the formation and governance principles of such type of entity. In the event that any term or condition of this Agreement or any other
Loan Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference
to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.


 


“Patent”
means the following: (a) any and all patents and patent applications; (b) all inventions described and claimed therein; (c) all reissues,
divisions, continuations, renewals, extensions and continuations in part thereof; (d) all income, royalties, damages, claims, and payments
now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future
infringements, misappropriations and other violations thereof; (e) all rights to sue for past, present, and future infringements, misappropriations
and other violations thereof; and (f) all rights corresponding to any of the foregoing.


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension
Plan” means any employee pension benefit plan, as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), that
is subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, which the Borrower or any of its
Subsidiaries, or any of their respective ERISA Affiliates, maintains or contributes to or has an obligation to contribute to, or otherwise
has any liability, contingent or otherwise, or, in the case of a multiple employer or other plan described in Section 4064(a) of ERISA,
has made contributions to at any time during the immediately preceding six years.


 


“Perfection
Certificate” means that certain Perfection Certificate dated as of the Closing Date and signed by a Responsible Officer of
each Loan Party, together with all attachments contemplated thereby, in form and substance reasonably satisfactory to Lender.


 


“Perfection
Certificate Supplement” means a supplement to the Perfection Certificate in form and substance reasonably satisfactory to Lender.


 


“Perfection
Requirements” means (a) the filing of appropriate financing statements with the office of the Secretary of State or other
appropriate filing office, (b) the filing of appropriate assignments or notices with the US Patent and Trademark Office and/or the
US Copyright Office, (c) the recording or filing in appropriate real property
offices, as applicable, of Mortgages and fixture filings (if required) with respect to any Material Real Estate Asset constituting
Collateral, in each case in favor of Lender, (d) the delivery to Lender of any stock certificate, other equity certificate or
promissory note required to be delivered pursuant to the applicable Loan Documents, together with instruments of transfer executed
in blank and (e) the delivery of account control agreements governing each Deposit Account and/or securities account (or similar
account) as required by Security Agreement.


 




    	13



    	 



    

 


“Permitted
Disposition” means any of the following:


 


(i)
Dispositions of used, worn out, obsolete or surplus property by Borrower or any of its Subsidiaries in the ordinary course of
business or the abandonment in the ordinary course of business that is, in the reasonable judgment of Borrower, no longer
economically practicable to maintain or useful in the conduct of Borrower and its Subsidiaries taken as a whole;


 


 (ii) Dispositions of inventory in the ordinary course of business;




 


 (iii) payments permitted by Section 5(b)(vi);




 


(iv)
other Dispositions by Borrower and its Subsidiaries (other than Dispositions of Capital Stock of any direct or indirect Subsidiary
of Borrower); provided that (A) at the time of such Disposition, no Default or Event of Default shall exist or would result
from such Asset Sale, (B) such Disposition shall be for fair market value and (C) the aggregate book value of all property disposed
of in reliance on this clause (v) shall not exceed $100,000 since the Closing Date;


 


(v)
leases (including operating and capital leases), subleases, assignments, licenses, sublicenses of real or personal property, in each
case, in the ordinary course of business;


 


(vi)
the granting of Liens permitted hereunder (but not the Disposition of the property subject to such Liens); and


 


(vii)
Dispositions of cash and Cash Equivalents in the ordinary course of business.


 


“Person”
means and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability
company, an unincorporated association, a joint venture or other entity or a governmental authority.


 


“Plan”
means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) maintained by the Borrower and/or any
Subsidiary or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any of its ERISA Affiliates,
other than any Multiemployer Plan.


 


“Post-Closing
Restructuring Transactions” means (a) on or prior to the date that is five (5) Business
Days after the Closing Date, the transfer of any and all assets of Holdings and its Subsidiaries associated with the Point of Care
business (including as the Point of Care business is described in Holdings’ most current 10-Q filed prior to the date hereof),
including any mobile processing units and labs held by Holdings, to Borrower and/or one or more of its Subsidiaries that are Loan
Parties, (b) on or prior to the date that is twenty-five (25) days after the Closing Date, Holdings shall contribute or otherwise
transfer to Borrower all of the Capital Stock of each of Orgenesis Korea Co. Ltd. and Orgenesis Germany GmbH and (c) on or prior to
the date that is twenty-five (25) days after the Closing Date, Borrower shall form Orgenesis Belgium Services as a direct Subsidiary
of Borrower and shall transfer assets and liabilities from Orgenesis Belgium SRL to Orgenesis Belgium Services in a manner
consistent with the pro forma balance sheet for Orgenesis Belgium SRL provided by Borrower to Lender on August 11, 2022 (in each
case, or such later date as expressly permitted in writing by Lender in its discretion).


 


“Projections”
means the financial projections of Holdings, the Borrower and its Subsidiaries provided to Lender prior to the Closing Date.


 




    	14



    	 



    

 


“Qualified
Financing” has the meaning assigned to such term in Section 11(a).


 


“Real
Estate Asset” means, at any time of determination, all right, title and interest (fee, leasehold or otherwise) of any Loan
Party in and to real property (including, but not limited to, land, improvements and fixtures thereon).


 


“Regulation
U” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or
thereof.


 


“Regulation
X” means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or
thereof.


 


“Reportable
Event” means, with respect to any Pension Plan, any of the events described in Section 4043(c) of ERISA or the regulations
issued thereunder, other than those events as to which the 30-day notice period is waived under PBGC Reg. Section 4043.


 


“Requirements
of Law” means, with respect to any Person, collectively, the common law and all federal, state, territorial, municipal, local,
foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders,
judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration
thereof by, and other determinations, directives, requirements or requests of any Governmental Authority, in each case whether or not
having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any
of its property is subject.


 


“Responsible
Officer” means, with respect to any Person, any of the chief executive officer, the president, the chief financial officer,
the treasurer, any assistant treasurer, any executive vice president, any senior vice president, any vice president or the chief operating
officer of such Person and any other individual or similar official thereof responsible for the administration of the obligations of
such Person in respect of this Agreement, and, as to any document delivered on the Closing Date, shall include any secretary or assistant
secretary or any other individual or similar official thereof with substantially equivalent responsibilities of a Loan Party. Any document
delivered hereunder that is signed by a Responsible Officer of any Loan Party shall be conclusively presumed to have been authorized
by all necessary corporate, partnership and/or other action on the part of such Loan Party, and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Loan Party.


 


“Sale
and Lease-Back Transaction” has the meaning assigned to such term in Section 5(b)(xi).


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Security
Agreement” means the Pledge and Security Agreement dated as of the Closing Date, among the Loan Parties party thereto and Lender,
in form and substance reasonably satisfactory to Lender.


 


“Software”
means computer programs, object code, source code (but not rights to source code in the case of licensed-in software) and supporting
documentation, including, without limitation, “software” as such term is defined in the UCC as in effect on the date
hereof in the State of New York and computer programs that may be construed as included in the definition of “goods” in
the UCC as in effect on the date hereof in the State of New York, and any storage devices on which such items may be
located.


 




    	15



    	 



    

 


“Specified
Intercompany Indebtedness” means unsecured Indebtedness owing as of the Closing Date from Borrower and its Subsidiaries to
Holdings and its Subsidiaries in an aggregate amount not to exceed (a) from and after the Closing Date until the completion of the Intercompany
Indebtedness Conversion, $29,500,000 and (b) from and after the completion of the Intercompany Indebtedness Conversion, $6,000,000.


 


“Specified
Subsidiaries” means each of Orgenesis Korea Co. Ltd., Orgenesis Germany GmbH and Orgenesis Belgium SRL.


 


“Subsidiary”
shall mean, with respect to any Person (a) any corporation of which 50% or more of the issued and outstanding equity securities having
ordinary voting power to elect a majority of the Board of Directors of such corporation is at the time directly or indirectly owned or
controlled by such Person, (b) any partnership, joint venture, or other association of which 50% or more of the equity interest having
the power to vote, direct or control the management of such partnership, joint venture or other association is at the time directly or
indirectly owned and controlled by such Person, (c) any other entity included in the financial statements of such Person on a consolidated
basis. Unless otherwise specified, “Subsidiary” shall mean any Subsidiary of Holdings. For all purposes hereunder, (a) for
the avoidance of doubt, Borrower shall be deemed to be a Subsidiary of Holdings, (b) from and after the Closing Date, Orgenesis Korea
Co Ltd. and Orgenesis Germany GmBH shall be deemed to be Subsidiaries of Borrower and (c) from and after the Closing Date until the completion
of the Post-Closing Restructuring Transactions (on the terms set forth herein), Orgenesis Belgium SRL shall be deemed to be a Subsidiary
of Borrower.


 


“Subsidiary
Guarantor” means (a) on the Closing Date, each Subsidiary of Borrower (other than any such Subsidiary that is an Excluded Subsidiary
on the Closing Date) and (b) thereafter each subsidiary of Borrower that becomes a Loan Guarantor of the Obligations pursuant to the
terms of this Agreement.


 


“Tax”
means any of the following, and “Taxes” means all of the following, imposed by or payable to any Governmental Authority:
any income, gross receipts, license, payroll, employment, excise, severance, stamp, business, occupation, premium, windfall profits,
environmental, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property,
personal property, sales, use, transfer, registration, or value added tax, any alternative or add-on minimum tax, any estimated tax,
and any levy, impost, duty, assessment, or withholding, in each case including any interest, penalty, or addition thereto, whether disputed
or not.


 


“Threshold
Amount” means $100,000.


 


“Trade
Secrets” means the following: (a) any trade secrets or other proprietary and confidential information, including
unpatented inventions, invention disclosures, engineering or other technical data, financial data, procedures, know-how, designs,
personal information, supplier lists, customer lists, business, production or marketing plans, formulae, methods (whether or not
patentable), processes, compositions, schematics, ideas, algorithms, techniques, analyses, proposals, source code, object code and
data collections; ; (b) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing,
including, without limitation, damages or payments for past or future infringements, misappropriations and other violations for any
of the foregoing; (c) the right to sue for past, present, and future infringements, misappropriations and other violations of any of
the foregoing; and (d) all rights corresponding to any of the foregoing.


 




    	16



    	 



    

 


“Trademark”
means the following: (a) all trademarks (including service marks), common law marks, trade names, trade dress, and logos, slogans and
other indicia of origin under the Requirements of Law of any jurisdiction in the world, and the registrations and applications for registration
thereof and the goodwill of the business symbolized by the foregoing; (b) all renewals of the foregoing; (c) all income, royalties, damages,
and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past
and future infringements, misappropriations and other violations thereof; (d) all rights to sue for past, present, and future infringements,
misappropriations and other violations of the foregoing, including the right to settle suits involving claims and demands for royalties
owing; and (e) all rights corresponding to any of the foregoing.


 


“Transaction
Costs” means out of pocket expenses payable by Borrower (including pursuant to Section 6 and/or Section 13 hereof) in connection
with the Transactions and the transactions contemplated thereby.


 


“Transactions”
means, collectively, (a) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party,
and (b) the payment of the Transaction Costs.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required
to be applied in connection with the creation or perfection of security interests.


 


“Unfunded
Pension Liability” of any Pension Plan means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16)
of ERISA over the current value of such Pension Plan’s assets, determined in accordance with the assumptions used for funding such
Pension Plan pursuant to Section 412 of the Code for the applicable plan year.


 


“US”
means the United States of America.


 


“USA
PATRIOT Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).


 


“Withdrawal
Liability” means the liability to any Multiemployer Plan as the result of a “complete” or “partial”
withdrawal by the Borrower or any Subsidiary (or any ERISA Affiliate of the Borrower) from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.


 


All
terms defined in the UCC and not defined in this Agreement have the meanings specified therein.


 


Section
2. Disbursements. The proceeds of the Loan will be used in accordance with Section 5(a)(xi). The proceeds of the Loan will be
available in a single drawing on the Closing Date and shall be disbursed in accordance with the funds flow memorandum. Amounts paid
or prepaid in respect of the Loan may not be reborrowed. At all times prior to the deployment of proceeds of the Loans by the
Borrower (or its Affiliates), and at all other times when any proceeds of the Loans are held by the Borrower or any other Loan
Party, such proceeds shall solely be held in a deposit account subject to a deposit account control agreement (which may be
“springing”) in favor of the Lender and reasonably acceptable to the Lender.


 




    	17



    	 



    

 


Section
3. Convertible Loan. The terms of the Loan are as follows:


 


 (a) Interest.




 


(i)
Borrower shall pay interest on the Loan at a fixed rate equal to 8.00% per annum. Interest payments will be payable quarterly
in arrears on the last Business Day of each quarter (each such last Business Day, an “Interest Payment Date”) and
shall be paid “in kind”, capitalized, compounded and added to the principal balance of the Loan on each Interest Payment
Date and thereafter bear interest as principal as provided herein.


 


(ii)
Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default any relevant amounts shall
bear interest, to the fullest extent permitted by applicable Requirements of Law, after as well as before judgment, at a rate per
annum equal to in the case of principal of or interest on the Loan, 2.00% per annum plus the rate otherwise applicable to
the Loan as provided in the preceding paragraphs of this Section 3 or in the case of any other amount, 2.00% per annum plus
the rate applicable to the Loan.


 


(iii) All
interest hereunder shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). Interest shall accrue on the Loan for the day on which the Loan is made and shall not accrue
on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid.


 


(iv) On
the Maturity Date, the entire outstanding principal balance of the Loan and all accrued and unpaid interest thereon shall be immediately
due and payable (other than, for the avoidance of doubt, any amounts converted into Capital Stock of the Company on or prior to the Maturity
Date as set forth in Section 11 below).


 


(v) Under
no circumstances will the rate of interest chargeable under the Loan for any period, together with all other amounts that are treated
as interest on the Loan under New York law (the “Applicable Charges”) be in excess of the maximum amount permitted
by applicable New York law (the “Maximum Rate”). If for any period, the interest rate chargeable under the Loan, together
with all Applicable Charges, shall exceed the Maximum Rate, the rate of interest payable in respect of the Loan, together with all Applicable
Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Applicable Charges
that would have been payable in respect of the Loan but were not payable as a result of the operation of this Section 3 shall be cumulated
and the interest and Applicable Charges payable to the Lender in respect of other periods shall be increased (but not above the Maximum
Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment,
shall have been received by the Lender.


 




    	18



    	 



    

 


(b) Mandatory
Prepayment; No Other Prepayment. Upon the consummation by Borrower of any debt or equity financing (or series of related debt or
equity financings) (including, without limitation, the receipt of proceeds of any equity contribution by Borrower from Holdings) pursuant
to which Borrower receives gross proceeds in excess $10,000,000, the Borrower shall promptly (and in any event within one Business Day)
(a) notify Lender of the consummation of such financing and (b) at the election of Lender in its sole and absolute discretion, prepay
all or a portion of the Loan (and accrued interest thereon) solely in an amount equal to the amount determined by Lender in its sole
discretion. Any such prepayment shall be made within one (1) Business Day of receipt of notification by Lender of the amount to be so
prepaid (and not prior to such time and not in any amount in excess of such amount specified by Lender). Other than as expressly set
forth in this Section 3(b), the Loan may not be prepaid by Borrower (or any other Person) without the express written consent of Lender
(in its sole and absolute discretion).


 


(c) Conversion.
At the election of Lender (in its sole and absolute discretion), this Loan shall be convertible into Capital Stock of Borrower as provided
herein.


 


Section
4. Representations and Warranties. Holdings and Borrower hereby make the following representations and warranties and acknowledge
and agree that each and every one of the following representations and warranties shall survive the Closing Date and shall continue for
as long as the Loan remains outstanding:


 


(a) Holdings,
the Borrower and each of its Subsidiaries is duly organized (or, as the case may be, incorporated) and validly existing and in good standing
(to the extent such concept exists in the relevant jurisdiction) under the Requirements of Law of its jurisdiction of organization, has
all requisite organizational power and authority to own its assets and to carry on its business as now conducted and is qualified to
do business and is in good standing (to the extent such concept exists in the relevant jurisdiction) in every jurisdiction where the
ownership, lease or operation of its properties or conduct of its business requires such qualification.


 


(b) The
execution, delivery and performance by each Loan Party of each Loan Document to which such Loan Party is a party are within such Loan
Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational
action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party
and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations.


 


(c) The
execution and delivery of each Loan Document by each Loan Party thereto and the performance by such Loan Party thereof do not require
any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third party,
except such as have been obtained or made and are in full force and effect, in connection with the Perfection Requirements and such consents,
approvals, registrations, filings, or other actions the failure to obtain or make which could not be reasonably expected to have an adverse
effect on such Loan Party, will not violate any of such Loan Party’s Organizational Documents or subject to the Legal Reservations
and Requirement of Law applicable to such Loan Party which violation, in the case of this clause (c)(ii), could reasonably be expected
to have an adverse effect on such Loan Party and will not violate or result in a default under any material Contractual Obligation to
which such Loan Party is a party which violation, in the case of this clause (c), could reasonably be expected to result in an adverse
effect on such Loan Party.


 


(d) Each
of (x) the balance sheets provided to Lender on August 11, 2022 and the income statements provided to Lender on August 3, 2022 and (y)
the financial statements most recently provided pursuant to Section 5(a)(iii)(1), (2) and (3), as applicable, presents fairly, in all
material respects, the financial condition, income and cash flows of Holdings or Borrower, as applicable, on a consolidated basis as
of such dates and for such periods in accordance with GAAP, subject, in the case of financial statements provided pursuant to Section
5(a)(iii)(1), to the absence of footnotes and normal year-end adjustments.


 




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 (e) Since December 31, 2021, there has been no Material Adverse Effect.




 


 (f) As of the Closing Date, no Loan Party owns any Material Real Estate Asset.




 


(g) Holdings
and each of its Subsidiaries have good and valid title to, or valid leasehold interests in, or easements or other limited property interests
in, all of their respective Real Estate Assets (as applicable) and have good title to, or valid leasehold interests in, their personal
property and assets, in each case, except for defects in title that do not materially interfere with their ability to conduct their business
as currently conducted (or as proposed to be conducted) or to utilize such properties for their intended purposes.


 


(h) Holdings
and its Subsidiaries own or otherwise have a license or right to use all rights in Designs, Patents, Trademarks, Domain Names, Copyrights
and other rights in works of authorship (including all copyrights embodied in Software), Software, Trade Secrets and all other intellectual
property rights (“IP Rights”) used to conduct their respective businesses as presently conducted without, to the knowledge
of Borrower, any infringement or misappropriation or other violation of the IP Rights of third parties, except to the extent the failure
to own or license or have rights to use would not, or where such infringement or misappropriation or other violation would not reasonably
be expected to have, individually or in the aggregate, an adverse effect on Holdings and its Subsidiaries.


 


(i) There
are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the
Borrower, threatened in writing against or affecting Holdings, the Borrower or any of its Subsidiaries which would reasonably be expected,
individually or in the aggregate, to result in an adverse effect on Holdings and its Subsidiaries.


 


(j) Except
for any matters that, individually or in the aggregate, would not reasonably be expected to result in an adverse effect on Holdings and
its Subsidiaries, (A) neither the Borrower nor any of its Subsidiaries is subject to or has received notice of any Environmental Claim
or Environmental Liability or knows of any fact or circumstance that would give rise to any Environmental Claim or Environmental Liability,
(B) Holdings, the Borrower and its Subsidiaries are and have been in compliance with all Environmental Law and all Governmental Authorizations,
permits, licenses and other approvals required under any Environmental Law (“Environmental Permits”) and (C) no Hazardous
Material has been Released on, at, under, to, from any real property or facility currently or formerly owned, leased or operated by Borrower
or any of its Subsidiaries (or any of their respective predecessors).


 


(k) Each
of Holdings, the Borrower and each of its Subsidiaries is in compliance with all Requirements of Law applicable to it or its property,
except, in each case where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in an adverse
effect on Holdings and its Subsidiaries; it being understood and agreed that this Section 4(k) shall not apply to any Requirement of
Law specifically referenced in Section 4(u) (v), (w) or (x).


 


(l) No
Loan Party is an “investment company” as defined in, or is required to be registered under, the Investment Company Act of
1940.


 


(m)
Each of Holdings, the Borrower and each of its Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it that are due and payable
(including in its capacity as a withholding agent), except Taxes (or any requirement to file Tax returns with respect thereto) that
are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set
aside on its books adequate reserves in accordance with GAAP.


 




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(n) Each
Plan is in compliance in form and operation with its terms and with ERISA and the Code and all other applicable Requirements of Law,
except where any failure to comply would not reasonably be expected to result in an adverse effect on Holdings and its Subsidiaries.
No ERISA Event has occurred and is continuing that, when taken together with all other such ERISA Events, would reasonably be expected
to result in an adverse effect on Holdings and its Subsidiaries. With respect to each Pension Plan, the adjusted funding target attainment
percentage (as defined in Section 436 of the Code), as determined by the applicable Pension Plan’s Enrolled Actuary under Sections
436(j) and 430(d)(2) of the Code and all applicable regulatory guidance promulgated thereunder, would not reasonably be expected to result,
individually or in the aggregate, in an adverse effect on Holdings and its Subsidiaries. Except as would not reasonably be expected to
result, individually or in the aggregate, (i) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007
of ERISA); (ii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event
has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA
with respect to a Multiemployer Plan; (iii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that would be
subject to Section 4069 or Section 4212(c) of ERISA and (iv) neither any Loan Party nor any ERISA Affiliate maintains or contributes
to a Pension Plan that is, or is expected to be, in at-risk status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of
the Code).


 


(o) As
of the Closing Date, all written information (other than the Projections, other forward-looking information and information of a general
economic or industry-specific nature) concerning Holdings, the Borrower and its Subsidiaries that was prepared by or on behalf of Holdings,
the Borrower or its Subsidiaries or their respective representatives and made available to Lender in connection with the Loan on or before
the Closing Date, when taken as a whole, did not, when furnished, contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under
which such statements are made (after giving effect to all supplements and updates thereto from time to time prior to the Closing Date).
The Projections have been prepared in good faith based upon assumptions believed by Borrower to be reasonable at the time furnished (it
being recognized that such Projections are not to be viewed as facts and are subject to significant uncertainties and contingencies many
of which are beyond the Borrower’s control, that no assurance can be given that any particular financial projections will be realized,
that actual results may differ from projected results and that such differences may be material).


 


(p)
As of the Closing Date, immediately after giving to the Transactions and the incurrence of Indebtedness under this Agreement to
occur on the Closing Date in connection with this Agreement and the Transactions, (i) the sum of the debt (including contingent
liabilities) of Borrower and its Subsidiaries, on a consolidated basis, does not exceed the fair value of the assets of Borrower and
its Subsidiaries, on a consolidated basis; (ii) the present fair saleable value of the assets of Borrower and its Subsidiaries, on a
consolidated basis, is not less than the amount that will be required to pay the probable liabilities (including contingent
liabilities) of the Borrower and its Subsidiaries, on a consolidated basis, on their debts as they become absolute and matured;
(iii) the capital of Borrower and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to the business
of Borrower and its Subsidiaries, on a consolidated basis, contemplated as of the Closing Date; and (iv) Borrower and its
Subsidiaries, on a consolidated basis, do not intend to incur, or believe that they will incur, debts (including current obligations
and contingent liabilities) beyond their ability to pay such debts as they mature in the ordinary course of business. For the
purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the
facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured
liability.


 




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(q) Schedule
4(q) sets forth, in each case as of the Closing Date, a correct and complete list of the name of each subsidiary of Holdings and the
ownership interest therein held by Holdings or its applicable Subsidiary and the type of entity of Holdings and each of its Subsidiaries.


 


(r) After
giving effect to the Transactions, the Legal Reservations, the provisions of this Agreement and the other relevant Loan Documents, the
Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of Lender, and upon the satisfaction
of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to
have under the relevant Collateral Documents) on the Collateral (to the extent such Liens are required to be perfected under the terms
of the Loan Documents) securing the Obligations, in each case as and to the extent set forth therein.


 


(s) Except
as individually or in the aggregate would not reasonably be expected to have an adverse effect on Borrower and its Subsidiaries, there
are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower or
any of its Subsidiaries, threatened and the hours worked by and payments made to employees of the Borrower and its Subsidiaries have
not been in violation of the Fair Labor Standards Act or any other applicable Requirements of Law dealing with such matters.


 


(t) No
part of the proceeds of the Loan has been used, whether directly or indirectly, and whether immediately, incidentally or ultimately,
for any purpose that results in a violation of the provisions of Regulation U or Regulation X.


 


(u) None
of Holdings, the Borrower nor any of its Subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent, employee or
Affiliate of any of the foregoing is the subject or target of any sanctions administered or enforced by the Office of Foreign Assets
Control of the US Treasury Department (“OFAC”), the US Secretary of State, Her Majesty’s Treasury of the United
Kingdom, the United Nations, or the European Union (“Sanctions”) or located, organized or resident in a country or
territory that is the subject or target of Sanctions. Holdings, the Borrower, and each Subsidiary are in compliance with Sanctions.


 


(v) To
the extent applicable, each Loan Party and each Subsidiary is in compliance in all material respects with the USA PATRIOT Act and each
Anti-Terrorism Law.


 


(w)
Neither Holdings, the Borrower nor any of its Subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent,
employee or Affiliate of Holdings, the Borrower nor any Subsidiary, has taken any action, directly or indirectly, that would result
in a violation by any such Person of the US Foreign Corrupt Practices Act of 1977 (the “FCPA”) or any equivalent
or similar law or regulation enacted or administered by the United Kingdom (including the UK Bribery Act of 2010) or other
applicable anti-corruption Requirement of Law of any Governmental Authority, including, without limitation, making any offer,
payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or
authorization of the giving of anything of value, directly or indirectly, to any “foreign official” (as such term is
defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in each case
in contravention of the FCPA, and any applicable anti-corruption Requirement of Law of any Governmental Authority. Each of Holdings,
the Borrower and each of its Subsidiaries is in compliance with the FCPA and any other applicable Requirement of Law of any
Governmental Authority pertaining to bribery or corruption.


 




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(x) The
Borrower will not, directly, or to its knowledge, indirectly, use or make available the proceeds of any Loan (i) to finance the activities
of any Person that is the subject or target of Sanctions or located, organized, or resident in any country or territory that is the subject
or target of Sanctions, or in any manner otherwise in violation of any Sanctions, except to the extent the same is licensed or otherwise
approved by OFAC, Her Majesty’s Treasury or the European Union or its member states, as applicable, or (ii) in violation of the
FCPA or the USA PATRIOT Act or any equivalent or similar law or regulation enacted or administered by England or Wales or the European
Union or its member states.


 


(y) Borrower
(and its Affiliates) will use the proceeds of the Loans only for the purposes specified in Section 5(a)(xi).


 


(z) Except
where the failure to do so would not reasonably be expected to have an adverse effect on Holdings and its Subsidiaries, as of the Closing
Date Holdings and the Borrower maintain or cause to be maintained, with financially sound and reputable insurers, such insurance coverage
with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Holdings, the Borrower and its Subsidiaries
as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses,
in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms
and conditions as are customary for such Persons.


 


(aa)
None of Holdings or any or its Subsidiaries is engaged in any material dispute with any of its customers, suppliers or other commercial
counterparties. None of Holdings or any of its Subsidiaries has received any notice from any customer, supplier or other commercial counterparty
stating any intention or threat to terminate or materially reduce purchases, supply arrangements or other trade arrangements, as applicable,
from Holdings or any of its Subsidiaries. There are no material modifications pending or contemplated with respect to any contractual
agreements among Holdings or any of its Subsidiaries, or the one hand, and any customers, suppliers or other commercial counterparties
of Holdings or its Subsidiaries, on the other hand, that are materially less favorable to Holdings and its Subsidiaries, taken as a whole,
than as set forth in which contractual agreements as of the Closing Date.


 


Section
5. Certain Covenants.


 


(a) Affirmative
Covenants. Holdings and the Borrower covenants and agrees to the following:


 


(i) Punctual
Payment. Borrower will duly and punctually pay or cause to be paid the principal and interest on the Loan and Borrower will duly
and punctually pay or cause to be paid all other amounts provided for in this Agreement and the other Loan Documents to which Borrower
is a party, all in accordance with the terms of this Agreement and the other Loan Documents.


 


(ii) Records
and Accounts. Borrower will (i) keep true and accurate records and books of account in which full, true and correct entries will
be made in accordance with GAAP and (ii) maintain adequate accounts and reserves for all Taxes (including income Taxes),
depreciation, depletion, obsolescence and amortization of its properties, contingencies, and other reserves, all in accordance with
GAAP.


 




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(iii) Financial
Statements, Certificates and Information. Until such time as all amounts due under this Agreement and any Loan Documents have been
paid in full, Borrower will deliver to the Lender:


 


(1) As
soon as available, and in any event within 120 days after the end of each Fiscal Year, commencing with the Fiscal Year ended December
31, 2022, the consolidated balance sheet of Borrower as at the end of such Fiscal Year and the related consolidated statements of income,
stockholders’ equity and cash flow of Borrower for such Fiscal Year, setting forth in reasonable detail and in comparative form
the corresponding figures for the Annual Budget and the corresponding figures for the previous Fiscal Year and with respect to such consolidated
financial statements, a report thereon of an independent certified public accountant of recognized national standing (which report shall
be unqualified as to “going concern” and scope of audit (except for any “going concern” such qualification pertaining
to the maturity of any Indebtedness occurring within 12 months of the relevant audit), and shall state that such consolidated financial
statements fairly present, in all material respects, the consolidated financial position of Borrower as at the dates indicated and its
income and cash flows for the periods indicated in conformity with GAAP);


 


(2) As
soon as available, and in any event within 45 days after the end of each Fiscal Quarter of each Fiscal Year, commencing with the Fiscal
Quarter ending September 30, 2022, the unaudited consolidated balance sheet of Borrower as at the end of such Fiscal Quarter and the
related unaudited consolidated statements of income, stockholders’ equity and cash flow of Borrower for such Fiscal Quarter, setting
forth, in reasonable detail, in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year
and the corresponding figures for the Annual Budget, all in reasonable detail, together with a Responsible Officer Certification (which
may be included in the applicable Compliance Certificate) with respect thereto;


 


(3) As
soon as available, and in any event within 30 days after the end of each Fiscal Month of each Fiscal Quarter (provided that, for the
Fiscal Months ending July 31, 2022 and August 31, 2022, the applicable period shall be 45 days), commencing with the Fiscal Month ended
July 31, 2022, the unaudited consolidated balance sheet of Borrower as at the end of such Fiscal Month and the related unaudited consolidated
statements of income, stockholders’ equity and cash flows of Borrower for such Fiscal Month, setting forth, in reasonable detail,
in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year; provided, however,
that with respect to any acquisition consummated after the Closing Date, such financial statements shall not be required to reflect purchase
accounting adjustments relating thereto until the delivery of annual financial statements pursuant to Section 5(a)(iii)(1) with
respect to the Fiscal Year in which such acquisition was consummated;


 


(4) Together
with each delivery of financial statements of the Borrower pursuant to Section 5(a)(iii)(1), Section 5(a)(iii)(2) and/or
Section 5(a)(iii)(3), a duly executed and completed Compliance Certificate;


 




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(5) Together
with each delivery of financial statements of Borrower pursuant to Section 5(a)(iii)(1), Section 5(a)(iii)(2) and/or Section
5(a)(iii)(3), a Narrative Report;


 


(6) Promptly
upon any Responsible Officer of the Borrower obtaining knowledge of any Default or Event of Default or the occurrence of any event or
change that has caused or evidences or would reasonably be expected to cause or evidence, either individually or in the aggregate, an
adverse effect on Holdings and its Subsidiaries, a reasonably-detailed notice specifying the nature and period of existence of such condition,
event or change and what action the Borrower has taken, is taking and proposes to take with respect thereto;


 


(7) Promptly
upon any Responsible Officer of the Borrower obtaining knowledge of the institution of, or threat of, any Adverse Proceeding not previously
disclosed in writing by Borrower to Lender, or any material development in any Adverse Proceeding that, in the case of either of clauses
(i) or (ii), could reasonably be expected to have an adverse effect on Holdings and its Subsidiaries, written notice thereof
from Borrower together with such other non-privileged information as may be reasonably available to the Loan Parties to enable Lender
to evaluate such matters;


 


(8) As
soon as available and in any event no later than 90 days after the beginning of each Fiscal Year an annual operating budget (on a quarterly
basis), commencing with an annual operating budget in respect of the Fiscal Year ending December 31, 2022, prepared by management of
the Borrower for such Fiscal Year (the “Annual Budget”);


 


(9) Promptly
(and, in any event, within 30 days) written notice of any change in any Loan Party’s legal name, in any Loan Party’s type
of organization or in any Loan Party’s jurisdiction of organization (or, as applicable, incorporation), in each case to the extent
such information is necessary to enable Lender to perfect or maintain the perfection and priority of its security interest in the Collateral
of the relevant Loan Party, together with a certified copy of the applicable Organizational Document reflecting the relevant change;


 


(10)
Promptly after the furnishing thereof, copies of any notices received by any Loan Party (other than in the ordinary course of
business) and copies of any statement or report furnished to any holder of material third party Indebtedness of the Borrower and its
Subsidiaries in excess of the Threshold Amount (other than (i) any immaterial correspondence in the ordinary course of business or
(ii) any regularly required monthly, quarterly or annual certificates or notices specific to the nature of a specific facility or
the internal requirements of the specific debtholders under such facility (e.g., borrowing base certificates, monthly financial
statements, etc.)), in each case pursuant to the terms of any definitive document governing such Indebtedness and not otherwise
required to be furnished to the Lenders pursuant to any other clause of this Section 5;


 


(11) Together
with the delivery of each Compliance Certificate provided with the financial statements required to be delivered pursuant to Section
5(a)(iii)(1), Section 5(a)(iii)(2) and/or Section 5(a)(iii)(3), a Perfection Certificate Supplement; and


 




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(12) Such
other certificates, reports and information (financial or otherwise) as Lender may reasonably request from time to time regarding the
financial condition or business of Holdings, the Borrower and its Subsidiaries; provided, however, that none of Holdings,
the Borrower nor any Subsidiary shall be required to disclose or provide any information (a) that constitutes non- financial Trade Secrets
or non-financial proprietary information of Holdings, the Borrower or any of its subsidiaries or any of their respective customers and/or
suppliers, (b) in respect of which disclosure to Lender (or any of their respective representatives) is prohibited by any applicable
Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect
of which Holdings, the Borrower or any Subsidiary owes confidentiality obligations to any third party (provided such confidentiality
obligations were not entered into in contemplation of the requirements of this Section 5(a)(iii)(12)).


 


(iv) Payment
of Taxes. Holdings and the Borrower will, and the Borrower will cause each of its Subsidiaries to, pay all Taxes imposed upon it
or any of its properties or assets or in respect of any of its income or businesses or franchises before any penalty or fine accrues
thereon; provided, however, that no such Tax need be paid if it is being contested in good faith by appropriate proceedings,
so long as adequate reserves or other appropriate provisions, as are required in conformity with GAAP, have been made therefor and in
the case of a Tax which has resulted or may result in the creation of a Lien on any of the Collateral, such contest proceedings conclusively
operate to stay the sale of any portion of the Collateral to satisfy such Tax.


 


(v) Maintenance
of Properties. Holdings and the Borrower will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in
good repair, working order and condition, ordinary wear and tear and casualty and condemnation excepted, all property reasonably necessary
to the normal conduct of business of Holdings, the Borrower and its Subsidiaries and from time to time will make or cause to be made
all needed and appropriate repairs, renewals and replacements thereof except as expressly permitted by this Agreement or where the failure
to maintain such properties or make such repairs, renewals or replacements could not reasonably be expected to materially interfere with
its ability to conduct such Loan Party’s business as currently conducted or as proposed to be conducted or to utilize such properties
for their intended purposes.


 


(vi) Insurance.
Except where the failure to do so would not reasonably be expected to have an adverse effect on Holdings and its Subsidiaries,
Holdings and Borrower will maintain or cause to be maintained, with financially sound and reputable insurers, such insurance
coverage with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Holdings, Borrower and
its Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation
engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such
risks and otherwise on such terms and conditions as shall be customary for such Persons. Holdings and Borrower shall, or shall cause
its applicable Subsidiary to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood
insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the
Flood Insurance Laws, (ii) reasonably cooperate with Lender and provide information reasonably required by the Lender to comply with
the Flood Insurance Laws, (iii) deliver to the Lender evidence of such compliance in form and substance reasonably acceptable to the
Lender, including evidence of annual renewals of such insurance and (iv) furnish to the Lender Administrative Agent prompt written
notice of any re-designation of any such real property into or out of a special flood hazard area. Each such policy of insurance
shall name Lender as an additional insured thereunder as its interests may appear and to the extent available from the relevant
insurance carrier, in the case of each casualty insurance policy (excluding any business interruption insurance policy), contain a
lender’s loss payable clause or endorsement that names Lender as the lender’s loss payee thereunder and, to the extent
available from the relevant insurance carrier after submission of a request by the applicable Loan Party to obtain the same, provide
for at least 30 days’ prior written notice to Lender of any modification or cancellation of such policy (or 10 days’
prior written notice in the case of the failure to pay any premium thereunder).


 




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(vii) Inspection
of Properties. Holdings and the Borrower will, and will cause each of its Subsidiaries to, permit any authorized representative designated
by Lender to visit and inspect any of the properties of Holdings, the Borrower and any of its Subsidiaries at which the principal financial
records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective
financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible
Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be
present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided
that except during the continuance of an Event of Default, Lender shall not exercise such rights more often than two times during
any calendar year and only two times per calendar year shall be at the expense of the Borrower and its Subsidiaries, when an Event of
Default exists, Lender (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower
at any time during normal business hours and upon reasonable advance notice and notwithstanding anything to the contrary herein, neither
Holdings, the Borrower or any of its Subsidiaries shall be required to disclose, permit the inspection, examination or making of copies
of or taking abstracts from, or discuss any document, information, or other matter that constitutes non- financial trade secrets or non-financial
proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, in respect of which disclosure
to Lender or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law,
that is subject to attorney-client or similar privilege or constitutes attorney work product or in respect of which Holdings, the Borrower
or any Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered
into in contemplation of the requirements of this Section 5).


 


(viii) Maintenance
of Books and Records. Holdings and the Borrower will, and will cause its Subsidiaries to, maintain proper books of record and account
containing entries of all material financial transactions and matters involving the assets and business of Holdings, the Borrower and
its Subsidiaries that are full, true and correct in all material respects and permit the preparation of consolidated financial statements
in accordance with GAAP.


 


(ix) Environmental
Matters. Holdings, the Borrower and its Subsidiaries will comply in all material respects with all applicable Environmental Laws
including, without limitation, compliance in all material respects with the terms and conditions of all permits and governmental authorizations.


 




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(x) Compliance
with Laws. Holdings and the Borrower will comply, and will cause each of its Subsidiaries to comply, with the requirements of all
applicable Requirements of Law (including applicable ERISA and all Environmental Laws and Environmental Permits, Sanctions, the USA PATRIOT
Act, the FCPA, and/or any Anti- Terrorism Law).


 


(xi) Use
of Proceeds. Borrower shall use the proceeds of the Loan solely (i) to support expansion of Borrower’s POCare Services business
(including developing additional POCare centers and to finance capital expenditures in respect of mobile processing units and labs),
(ii) within 45 days after the Closing Date, in an amount not to exceed $1,000,000 (in the aggregate), to make payments to Holdings, the
proceeds of which payments shall reimburse Holdings for payments made by Holdings to vendors on behalf of Borrower and its Subsidiaries
prior to the Closing Date and (iii) within 45 days after the Closing Date, in an amount not to exceed $2,500,000 (in the aggregate),
to make advances to Holdings (solely in the form of intercompany loans that shall be pledged as Collateral hereunder), the proceeds of
which advance shall be used to repay obligations outstanding under the Merkin Note.


 


(xii) Existence.
Holdings and the Borrower will, and the Borrower will cause each of its Subsidiaries to, at all times preserve and keep in full force
and effect its existence and all rights, franchises, licenses, IP Rights and permits material to its business except, other than with
respect to the preservation of the existence of Holdings or the Borrower, to the extent that the failure to do so could not reasonably
be expected to result in an adverse effect on Holdings and its Subsidiaries.


 


 (xiii) Covenant to Guarantee Obligations and Provide Security.




 


(1) Upon
the formation or acquisition after the Closing Date of any Subsidiary or any Subsidiary that was an Excluded Subsidiary ceasing to be
an Excluded Subsidiary if the event giving rise to the obligation under this Section 5(a)(xiii) occurs on or before the date on
which financial statements are required to be delivered pursuant to Section 5(a)(iii)(3) for the Fiscal Month in which the relevant
formation, acquisition, designation or cessation occurred (or such longer period as Lender may reasonably agree), the Borrower shall
cause such Subsidiary to comply with the relevant requirements set forth in the definition of “Collateral and Guarantee Requirement”,
as applicable, and upon the reasonable request of Lender, cause the relevant Subsidiary to deliver to Lender a signed copy of a customary
opinion of counsel for such Subsidiary, addressed to Lender and the Lenders.


 




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(2) Within
45 days after the acquisition by any Loan Party of any Material Real Estate Asset (other than any Excluded Asset) (or such longer period
as Lender may agree in its sole discretion), the Borrower shall notify Lender, and will cause the Loan Party that is the record owner
of such Material Real Estate Asset to execute and deliver to Lender (i) counterparts of a Mortgage with respect thereto effective to
create a valid and subsisting first-priority Lien on such Material Real Estate Asset in favor of Lender, (ii) a policy or policies of
title insurance in the amount equal to not less than 100% (or such lesser amount as reasonably agreed to by Lender) of the fair market
value of such Material Real Estate Asset and fixtures, issued by a nationally recognized title insurance company reasonably acceptable
to the Lender insuring the Lien of each such Mortgage as a first priority Lien on the property described therein, free of any other Liens
except as expressly permitted by the terms of this Agreement, together with such reasonable and customary endorsements, coinsurance and
reinsurance as the Lender may reasonably request, (iii) such reasonable and customary affidavits and instruments of indemnification (including
a so-called “gap” indemnification) as are customarily requested by the title company to induce the title company to issue
the title policies and endorsements contemplated above, (iv) evidence reasonably acceptable to the Lender of payment of all title policy
premiums, actual search and examination charges, escrow charges and related charges, mortgage recording taxes, actual fees, actual charges,
actual costs and actual expenses required for the recording of the Mortgage and issuance of the title policy referred to above, (v) a
survey of each such Material Real Estate Asset in such form as shall be required by the title company to issue the so-called comprehensive
and other survey-related endorsements and to remove the standard survey exceptions from the title policies and endorsements contemplated
above (provided, however, that a survey shall not be required to the extent that the issuer of the applicable title insurance policy
provides customary survey-related coverages (including, without limitation, survey-related endorsements) in the applicable title insurance
policy based on an existing survey and/or such other documentation as may be reasonably satisfactory to the title insurer), (vi) such
reasonable and customary legal opinions as the Lender may reasonably request with respect to any such Mortgage, (vii) a standard “Life
of Loan” flood certification and any required borrower notices under Regulation H (together with evidence of federal flood insurance
reasonably acceptable to Lender for any Flood Hazard Property) with respect to each such Material Real Estate Asset, which flood certification
shall (1) be addressed to the Lender, (2) be completed by a company which has guaranteed the accuracy of the information contained therein
and (3) otherwise comply in all material respects with the Flood Insurance Laws, and (viii) take such further reasonable and customary
actions as my be requested by Lender including causing the filing and recording of financing statements and fixture filings, and causing
the delivery of an appraisal (if required under the Financial Institutions Reform Recovery Act of 1989). With respect to any Material
Real Estate Asset owned by any Subsidiary at the time such Subsidiary is required to become a Loan Party under Section 5(a)(xiii)(1)
above, such Material Real Estate Asset shall be deemed to have been acquired by such Subsidiary on the first day of the time period
within which such Subsidiary is required to become a Loan Party under Section 5(a)(xiii)(1).


 


 (xiv) Further Assurances. Promptly upon request of Lender,




 


(1) Holdings
and the Borrower will, and will cause each other Loan Party to, execute any and all further documents, financing statements, agreements,
instruments, certificates, notices and acknowledgments and take all such further actions (including the filing and recordation of financing
statements, fixture filings, Mortgages and/or amendments thereto and other documents), that may be required under any applicable Requirements
of Law and/ or which Lender reasonably may request to ensure the creation, perfection and priority of the Liens created or intended to
be created under the Collateral Documents, all at the expense of the relevant Loan Parties.


 




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(2) Holdings
and the Borrower will, and will cause each other Loan Party to, correct any material defect or error that may be discovered in the execution,
acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral and do, execute,
acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts (including notices to
third parties), deeds, certificates, assurances and other instruments as Lender may reasonably request from time to time in order to
carry out more effectively the purposes of the Collateral Documents


 


(xv) Post-Closing
Obligations. Holdings and the Borrower will, and will cause each of their applicable Subsidiaries to, take each of the actions set
forth on Schedule 5(a)(xv) within the time period prescribed therefor on Schedule 5(a)(xv) (as such time period may be extended by Lender
in its sole and absolute discretion).


 


(xvi) Specified
Subsidiaries. Until the consummation of the Post-Closing Restructuring, (a) each of the Specified Subsidiaries shall, and Holdings
shall cause each Specified Subsidiary to, operate its business in the ordinary course of business consistent with past practice and in
compliance with all covenants contained in this Agreement and each other Loan Document and (b) each of the Specified Subsidiaries shall,
and Holdings shall cause each Specified Subsidiary to, comply with all covenants contained in this Agreement and the other Loan Documents
as if each such Specified Subsidiary were a subsidiary of Borrower as of the Closing Date.


 


(b) Certain
Negative Covenants. Unless Borrower has received the express written permission or consent of the Lender, Holdings (solely with respect
to Section 5(b)(xiv)) and Borrower covenant and agree:


 


(i) Corporate
Changes. Borrower will not, and will not permit any of its direct or indirect Subsidiaries to, directly or indirectly, merge or consolidate
with any Person or amend, alter or modify its organizational documents or its legal name, mailing address, chief executive office or
principal places of business, jurisdiction of organization, structure, status or existence, or liquidate or dissolve itself (or suffer
any liquidation or dissolution).


 


(ii) Indebtedness.
Borrower will not, nor will it permit any of its direct or indirect Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness,
directly or indirectly other than: (i) Indebtedness created under this Agreement and the other Loan Documents, (ii) the Specified Intercompany
Indebtedness and (iii) other Indebtedness in an aggregate outstanding principal amount not to exceed $500,000 (in aggregate).


 


(iii) Liens.
Borrower will not, nor will it permit any of its direct or indirect Subsidiaries to, create, incur, assume or suffer to exist, any Lien
on any of its or its Subsidiaries’ properties or assets now owned or hereafter acquired except Liens securing Indebtedness in an
aggregate outstanding principal amount not to exceed $500,000.


 


(iv) Investments.
Borrower will not, nor will it permit any of its direct or indirect Subsidiaries to, make or commit to make any Investment, whether in
cash, securities or other property of any kind in excess of $500,000 (in aggregate for all Investments on or after the Closing Date)
at any time outstanding; provided that the following Investments shall be permitted:


 


(1) Investments
by Loan Parties in other Loan Parties (other than Holdings) and Investments by Subsidiaries of the Borrower that are not Loan Parties
in other Subsidiaries of the Borrower;


 




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(2) Investments
as separately agreed in writing between Lender and Borrower on August 12, 2022; and


 


(3) the
consummation of the Post-Closing Restructuring Transactions in accordance with the terms hereof.


 


(v) Guarantees.
Borrower will not, nor will it permit any of its direct or indirect Subsidiaries to, assume, endorse, be or become liable for or guarantee
the obligations of any other Person.


 


(vi) Dividends,
Stock Redemptions, Stock Issuances, Exchange, Distributions, Etc. Borrower will not, nor will it permit any of its direct or indirect
Subsidiaries to, directly or indirectly, pay any dividends or distributions on, or purchase, redeem or retire, any shares of any class
of its Capital Stock or other equity interests or any convertible securities, whether now or hereafter outstanding, or make any payment
on account of or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of its Capital Stock or other equity interests, or make any other distribution in respect thereof, either directly or indirectly,
whether in cash or property or in obligations of Borrower or any Subsidiary of Borrower (provided that Subsidiaries of the Borrower may
make such payments or distributions to any other Subsidiary of the Borrower that is a Loan Party hereunder or to the Borrower).


 


(vii) Transactions
with Affiliates. Borrower will not, nor will it permit any of its direct or indirect Subsidiaries to, enter into any transaction
with any of its employees, directors or any Affiliate, other than (x) payments permitted pursuant to paragraph (vi) above and (y) the
consummation of the Post-Closing Restructuring Transactions in accordance with the terms hereof.


 


(viii) Negative
Pledges. Borrower will not, nor will it permit any of its direct or indirect Subsidiaries to, enter into or cause to exist any
agreement restricting the ability of (x) any Subsidiary of the Borrower to pay dividends or other distributions to the Borrower or
any other Loan Party, (y) any Subsidiary to make cash loans or advances to the Borrower or any Subsidiary Guarantor or (z) any
Guarantor (or the Borrower) to create, permit or grant a Lien on any of its properties or assets to secure the
Obligations.


 


(ix) Dispositions.
Borrower will not, nor will it permit any of its direct or indirect Subsidiaries to, enter into any transaction of merger, consolidation
or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition, except
for Permitted Dispositions; provided that, notwithstanding any provision of this Agreement or any other Loan Document to the contrary,
in no event shall Borrower make, or permit any of its Subsidiaries to make, any Disposition of any Capital Stock of any direct or indirect
Subsidiary of Borrower (including any Disposition by way of issuance of Capital Stock or by way of the incurrence of any Lien thereon).


 




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(x) Change
in Nature of Business. Borrower will not, nor will it permit any of its direct or indirect Subsidiaries to, make any changes in any
of its business objectives, purposes, or operations that could reasonably be expected to adversely affect repayment of its obligations
hereunder or under any of the other Loan Documents or could reasonably be expected to result in an adverse effect on Borrower and its
Subsidiaries, or engage in any business other than in the Point of Care business previously described by Borrower to Lender.


 


(xi) Sale
and Leaseback Transactions. Borrower will not, nor will it permit any of its direct or indirect Subsidiaries to, directly or indirectly,
become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal
or mixed), whether now owned or hereafter acquired, which the Borrower or the relevant Subsidiary has sold or transferred or is to sell
or to transfer to any other Person (other than the Borrower or any of its Subsidiaries) and intends to use for substantially the same
purpose as the property which has been or is to be sold or transferred by the Borrower or such Subsidiary to such other Person in connection
with such lease (such a transaction, a “Sale and Lease-Back Transaction”).


 


(xii) Amendments
or Waivers of Certain Documents. Borrower will not, nor will it permit any Subsidiary to, amend or modify their respective Organizational
Documents in a manner that is materially adverse to the Lenders (in their capacities as such); provided that, for purposes of
clarity, it is understood and agreed that Borrower and/or any Subsidiary may, without the prior written consent of Lender or any other
Person, effect a change to its organizational form.


 


(xiii) Repayment
of Certain Indebtedness. Borrower will not, nor will it permit any or its direct or indirect Subsidiaries, make any payment in Cash
(or otherwise) on or in respect of principal of or interest on any Specified Intercompany Indebtedness.


 


(xiv) Certain
Covenants of Holdings. Holdings shall not (a) consummate any Disposition of the Capital Stock of the Specified Subsidiaries other
than pursuant to the Post-Closing Restructuring Transactions, (b) permit, incur, assume or suffer to exist any Liens on any Capital Stock
of Borrower or any Specified Subsidiary and (c) consummate any Disposition of the Capital Stock of Borrower (including any Disposition
by virtue of issuance of Capital Stock of Borrower).


 


Section
6. Fees and Expenses. On the Closing Date, Borrower shall pay all recording fees. Upon the occurrence of an Event of Default, Borrower
shall pay all reasonable costs that Lender incurs in enforcing this Agreement, including without limitation reasonable attorney’s
fees and expenses. All payments made by or on behalf of any Loan Party will be made free and clear of, and without withholding or deduction
for or on account of, any Taxes, unless required by law. If any such withholding or deduction is required, the applicable Loan Party
will pay such additional amounts as may be necessary to ensure that the net amounts received, after such withholding or deduction, by
the person with respect to which such withholding or deduction was made will equal the amounts which would have been received by such
person in the absence of such withholding or deduction.


 


Section
7. Events of Default. Any one or more of the following shall constitute an Event of Default under this Agreement:


 


(a) Failure
to Pay. Borrower shall fail to pay (i) when due any principal or interest payment on the due date hereunder or (ii) any other
payment required under the terms of this Agreement or any other Loan Document on the date due and such payment shall not have been
made within five (5) days of Borrower’s receipt of Lender’s written notice to Borrower of such failure to pay;
or


 




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(b) Breaches
of Covenants. Holdings, the Borrower or any of its Subsidiaries shall fail to observe or perform (x) any covenant, obligation, condition
or agreement set forth in Section 5(a)(iii)(6), Section 5(a)(vii), Section 5(a)(xv), Section 5(a)(xvi) or Section 5(b) or (y) any other
covenant, obligation, condition or agreement contained in this Agreement or the other Loan Documents and, in the case of this clause
(y), (i) such failure shall continue for fifteen (15) days, or (ii) if such failure is not curable within such fifteen (15) day period,
but is reasonably capable of cure within thirty (30) days, either (A) such failure shall continue for thirty (30) days or (B) Borrower
shall not have commenced a cure in a manner reasonably satisfactory to Lender within the initial fifteen (15) day period; or


 


(c) Representations
and Warranties. Any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on
behalf of Holdings, the Borrower or any of its Subsidiaries to Lender in writing in connection with this Agreement or any of the other
Loan Documents, or as an inducement to Lender to enter into this Agreement and the other Loan Documents, shall be false, incorrect, incomplete
or misleading in any material respect when made or furnished (or with respect to those representations and/or warranties qualified by
“materiality”, “in all material respects” or by “Material Adverse Effect” (in each case, or words
of similar import), such representation or warranty shall be false, incorrect, incomplete or misleading in any respect when made or furnished);
or


 


(d) Other
Payment Obligations. Any Indebtedness under any bonds, debentures, notes or other evidences of Indebtedness for money borrowed (or
any guarantees thereof, excluding this Agreement and the other Transactions Documents) by Holdings, the Borrower or its Subsidiaries
in an aggregate principal amount in excess of the Threshold Amount is not paid when due either at its stated maturity (or otherwise)
or upon acceleration thereof, and such Indebtedness is not discharged, or such acceleration is not rescinded or annulled prior to the
exercise of remedies and/or acceleration of obligations hereunder (or under any other Loan Document); or


 


(e) Voluntary
Bankruptcy or Insolvency Proceedings. Holdings, the Borrower or any of its Subsidiaries shall (i) apply for or consent to the appointment
of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in
writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its
creditors, (iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under any applicable statute),
(vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its
debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment
of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vii) take
any action for the purpose of effecting any of the foregoing; or


 


(f) Involuntary
Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Holdings,
the Borrower or any of its Subsidiaries or of all or a substantial part of the property thereof, or an involuntary case or other proceedings
seeking liquidation, reorganization or other relief with respect to Borrower or the debts thereof under any bankruptcy, insolvency or
other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed
or discharged within thirty (30) days of commencement; or


 




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(g) Judgments.
A final judgment or order for the payment of money in excess of the Threshold Amount shall be rendered against Holdings, the Borrower
or any of its Subsidiaries and the same shall remain undischarged for a period of thirty (30) days during which execution shall not be
effectively stayed pending appeal, or any judgment, writ, assessment, warrant of attachment, or execution or similar process shall be
issued or levied against a substantial part of the property of Holdings, the Borrower or any of its Subsidiaries and such judgment, writ,
or similar process shall not be released, stayed pending appeal, vacated or otherwise dismissed within thirty (30) days after issue or
levy; or


 


(h) Loan
Documents. Any Loan Document or any material term thereof shall cease to be, or be asserted by Borrower or any other Loan Party not
to be, a legal, valid and binding obligation of any Loan Party enforceable in accordance with its terms; or


 


(i) ERISA.
(i) An ERISA Event occurs which has resulted or would reasonably be expected to result in liability of a Loan Party or any ERISA Affiliate
in an aggregate amount which would reasonably be expected to result in an adverse effect on Holdings, Borrower and/or its Subsidiaries
, or (ii) a Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment
payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan which has resulted or would reasonably
be expected to result in liability of a Loan Party or an ERISA Affiliate in an aggregate amount which would reasonably be expected to
result in an adverse effect on Holdings, Borrower and/or its Subsidiaries; or


 


(j) Material
Adverse Effect. One or more conditions exist or events have occurred which constitutes a Material Adverse Effect; or


 


(k) Cross-Event
of Default. Holdings, Borrower or any of its Subsidiaries shall default in any payment (or otherwise) in respect of any Indebtedness
in excess of the Threshold Amount (other than this Loan) incurred by Holdings, Borrower or any such Subsidiary beyond the period of grace,
if any, provided in the instrument(s) or agreement(s) governing such Indebtedness (or such Indebtedness shall have been accelerated or
the lenders or other holders of obligations thereunder shall have the right to cause such an acceleration);


 


 (l) Change of Control. A Change of Control shall occur.




 


Section
8. Rights of Lender upon Default.


 


(a) Whenever
any Event of Default referred to in Section 7 hereof shall have occurred and be continuing, the Lender may take one or more of the following
remedial steps:


 


(i) declare
the entire principal amount of, and interest on, the Loan to be due and payable forthwith (provided that upon the occurrence of
an Event of Default described in Section 7(e) or Section 7(f), all such amounts and all other obligations hereunder or
under any other Loan Document shall, in each case, automatically become due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived), whereupon the Loan shall become forthwith, immediately due and payable, both as
to principal and interest, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived,
anything contained herein or in the Loan to the contrary notwithstanding;


 




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(ii) take
any action at law or in equity to collect the payments then due and thereafter to become due under the Loan or to enforce performance
and observance of any obligation, agreement or covenant of Holdings or Borrower under this Agreement;


 


(iii) take
possession of the Loan Parties’ interest in the Collateral without terminating this Agreement (including, without limitation filing
the Intellectual Property Security Agreement held in escrow), and pursue remedies of a creditor under the UCC and assign, sell or lease,
or otherwise dispose of the Loan Parties’ interest in the Collateral for the account of the applicable Loan Party, and the Loan
Parties shall then be liable for the difference between the Loan payments and other amounts due under this Agreement and amounts received
pursuant to such assignment or contract of sale or lease or other disposition of the Loan Parties’ interest in the Collateral and
the amount of such difference shall then be immediately due and payable. The Borrower hereby agrees that in the event the Lender does
take possession of the Collateral as provided herein, the obligation of the Borrower to pay such Loan payments due or to become due under
this Agreement shall survive such repossession;


 


(iv) without
further notice or demand or legal process, enter upon any premises of the Loan Parties and take possession of the Collateral, all records
and items relating to the Collateral and, at the Lender’s request, the Loan Parties will assemble the Collateral and such records
and deliver them to the Lender; and


 


(v) sell
the Collateral. At such sale the Lender may sell the Collateral for cash or upon credit or otherwise, at such prices and upon such terms
as it deems advisable and the Lender may bid or become purchaser at such sale, free of the right of redemption, which is hereby waived.
The Lender may adjourn such sales at the time and place fixed therefor without further notice or advertisement and may sell such Collateral
as an entirety or in separate lots as it deems advisable, but the Lender shall not be obligated to sell all or any part of such Collateral
at the time and place fixed for such sale if it determines not to do so. Upon the institution of any such action hereunder by the Lender,
the Lender shall be entitled to the appointment of a receiver for the Collateral without proof of the depreciation of the value of same.


 


(b) If
the Lender shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned
for any reason or shall have been determined adversely to the Lender, then Borrower, Holdings and the Lender shall be restored respectively
to their several positions and rights hereunder, and all rights, remedies and powers of Borrower, Holdings and the Lender shall continue
as though no such proceedings had taken place.


 


(c) No
remedy herein conferred or reserved to the Lender is intended to be exclusive of any other available remedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing
at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often
as may be deemed expedient. In order to entitle the Lender to exercise any remedy reserved to it in this Section, it shall not be necessary
to give notice other than such notice as may be required in this Section.


 


(d)
In addition to the above remedies, if the Loan Parties commit a breach, or threatens to commit a breach of this Agreement or any
other Loan Document, the Lender shall have the right and remedy, without posting bond or other security, to have the provisions of
this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach
or threatened breach will cause irreparable injury to the Lender and that money damages will not provide an adequate remedy
therefor.


 




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(e)
In the event any Loan Party should default under any of the provisions of this Agreement or any other Loan Document and the Lender shall
require and employ attorneys or incur other expenses for the collection of payments due or to become due for the enforcement or performance
or observance of any obligation or agreement on the part of the Loan Parties contained herein or in any other Loan Document, the Borrower
shall on demand therefor pay to the Lender, the reasonable fees of such attorneys and other expenses so incurred by the Lender.


 


(f)
The Lender shall not be required to do any act whatsoever or exercise any diligence whatsoever to mitigate the damages to the Loan Parties
if an Event of Default shall occur hereunder.


 


Section
9. Damage, Destruction, Condemnation.


 


(a)
If the Collateral shall be damaged or either partially or totally destroyed or if title to or the temporary use of the whole or any part
of the Collateral shall be taken or condemned by a competent authority for any public use or purpose, there shall be no abatement or
reduction in the amounts payable by the Borrower under this Agreement or under the Loan (or the amounts payable by any Loan Party under
any Loan Document).


 


(b)
In the event of any damage, destruction, taking or condemnation, the proceeds from any insurance or condemnation award shall (unless
Lender shall otherwise expressly agree in writing) be deposited with the Lender and applied to the payment of any amounts due on the
Loan unless the Lender shall agree to apply the proceeds to the repair, reconstruction, replacement or relocation of the Collateral (or
shall otherwise expressly waive its rights to such proceeds in writing).


 


Section
10. Conditions Precedent to Closing Date. The occurrence of the Closing Date shall be subject to the satisfaction (or waiver) of
each of the following conditions (all in form and substance satisfactory to Lender):


 


(a)
Credit Agreement and Loan Documents. Lender (or its counsel) shall have received from each Loan Party thereto a counterpart signed
by such Loan Party (or written evidence satisfactory to Lender (which may include a copy transmitted by facsimile or other electronic
method) that such party has signed a counterpart) of this Agreement, the Security Agreement, any Intellectual Property Security Agreement,
the Loan Guaranty and any promissory note requested by a Lender.


 


(b)
Legal Opinions. Lender shall have received (i) a customary written opinion of Pearl Cohen Zedek Latzer Baratz LLP, in its capacity
as special New York and Delaware counsel to the Loan Parties on the Closing Date, (ii) a customary written opinion of Lewis Roca Rothgerber
Christie LLP, in its capacity as special Nevada counsel to the Loan Parties on the Closing Date, and (iii) a customary written opinion
of Gordon Feinblatt LLC, in its capacity as special Maryland counsel to the Loan Parties on the Closing Date, in each case, dated as
of such date and addressed to Lender.


 




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(c)
Secretary’s Certificate and Good Standing Certificates. Lender shall have received a certificate of each Loan Party, dated
the Closing Date and executed by a secretary, assistant secretary, director or other Responsible Officer thereof, which shall certify
that attached thereto are (x) a true and complete copy of the certificate or articles of incorporation, formation or organization of
such Loan Party certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation,
formation or organization have not been amended (except as attached thereto) since the date reflected thereon, (y) a true and correct
copy of the by- laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto
as of the Closing Date, which by-laws or operating, management, partnership or similar agreement are in full force and effect, and (z)
a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member
or other applicable governing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not
been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and identify by name and title
and bear the signatures of the officers, managers, directors or other authorized signatories of such Loan Party authorized to sign the
Loan Documents to which such Loan Party is a party on the Closing Date and a good standing (or equivalent) certificate for such Loan
Party from the relevant authority of its jurisdiction of organization, dated as of a recent date.


 


(d)
Solvency Certificate. Lender shall have received a certificate in substantially the form of Exhibit B from the chief financial
officer (or other officer with reasonably equivalent responsibilities) of Borrower dated as of the Closing Date and certifying as to
the matters set forth therein.


 


(e)
Representations and Warranties. The representations and warranties of the Loan Parties set forth in this Agreement and the other
Loan Documents shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent that
any representation and warranty is already qualified by materiality, then any such representation and warranty shall be true and correct
in all respects and specifically refers to a given date or period, it shall be true and correct in all material respects (without duplication
of any materiality qualifier) as of such date or for such period.


 


(f)
Perfection Certificate. Lender shall have received a completed Perfection Certificate dated as of the Closing Date and signed
by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby.


 


(g)
Pledged Stock and Pledged Notes. Lender shall have received the original certificates representing any Capital Stock listed on
Schedule 3 to the Perfection Certificate dated as of the Closing Date, together with an undated stock power or similar instrument
of transfer for each such certificate endorsed in blank by a duly authorized officer of the pledgor thereof.


 


(h)
Lien Searches. Lender shall have received results of a recent search, by a Person satisfactory to Lender, of all effective UCC
financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the appropriate
jurisdictions, together with copies of all such filings disclosed by such search.


 


(i)
Filings, Registrations and Recordings. Subject to the Perfection Requirements, each document (including any UCC financing statement)
required by any Collateral Document or under any applicable Requirement of Law to be filed, registered or recorded in order to create
in favor of Lender, a perfected Lien on the Collateral required to be delivered pursuant to such Collateral Document, shall be in proper
form for filing, registration or recordation.


 


(j)
[Reserved].


 




    	37



    	 



    

 


(k)
USA PATRIOT Act. No later than one Business Days in advance of the Closing Date (or such later date as Lender may agree), Lender
shall have received all documentation and other information reasonably requested with respect to any Loan Party in writing by any Initial
Lender at least ten days in advance of the Closing Date, which documentation or other information is required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and
the Financial Crimes Enforcement Network’s beneficial ownership regulation.


 


(l)
Material Adverse Effect. Since December 31, 2021, there shall not have occurred, and be continuing, a Material Adverse Effect.


 


(m)
Officer’s Certificate. Lender shall have received a certificate from a Responsible Officer of the Borrower certifying the
satisfaction of the conditions precedent set forth in Section 10(e) and (l).


 


Notwithstanding
the foregoing, by funding the Loan on the Closing Date, this Agreement and all other Loan Documents shall be (and shall be deemed to
be) binding and effective in all respects and all conditions in this Section 10 shall be deemed satisfied or waived (as such) (provided
that, notwithstanding the foregoing, to the extent any representation or warranty shall not have been true and correct (as required herein
or in any other Loan Agreement, or as set forth in any certificate delivered herewith or therewith) or any default, Default or Event
of Default (or other breach) shall have occurred, all rights and remedies of the Lender shall be (and hereby are) preserved).


 


Section
11. Conversion.


 


(a)
At the sole option of Lender, as provided below, all or any portion of outstanding principal amount of the Loan (and all accrued paid-in-kind
interest), as determined by Lender in its sole discretion (the “Converted Amount”), shall be convertible (a “Conversion”)
on one or more occasions (i) in connection with a Qualified Financing (as defined below) or (ii) if a Qualified Financing is not consummated
prior to November 1, 2022, at any time thereafter (in each case of clauses (i) and/or (ii), whether or not an Event of Default shall
have occurred or be continuing and whether or not the Obligations have been accelerated in accordance with Section 8 hereof (or
otherwise)). For purposes hereof, the term “Qualified Financing” shall mean a sale or issuance (or series of related
sales or issuances) of Capital Stock or instruments convertible into or exchangeable for Capital Stock of Borrower with gross proceeds
of not less than $10,000,000.


 


(b)
Conversion Price. The conversion price for any Conversion shall be determined as set forth below:


 


(i)
If Borrower consummates a Qualified Financing prior to November 1, 2022, the Converted Amount shall be convertible at the option of Lender
into the most senior Capital Stock issued in such Qualified Financing, at the valuation implied in such Qualified Financing.


 




    	38



    	 



    

 


(ii)
If a Qualified Financing is not consummated prior to November 1, 2022, the Converted Amount shall be convertible at the option of Lender
at any time after such date into common Capital Stock of Borrower at a 25% premium to the fair market value of Borrower as of the Closing
Date, as determined by a nationally recognized independent accounting firm in the United States selected by Lender (the “FMV
Common Shares”). Such fair market value shall be calculated based on a “sum of the parts” valuation using the closing
share price of the publicly traded shares of Holdings (NASD:ORGS) as of the Closing Date; provided that, in the event that a Capital
Stock financing involving a sale or issuance to one or more Persons that are not an Affiliate of Borrower is consummated after November
1, 2022 but prior to the one-year anniversary of the Closing Date, and the equity sold or issued in such Capital Stock financing is on
terms (including at a valuation), or contains terms (including economic terms), more favorable to the holder of such Capital Stock than
the FMV Common Shares, the terms of the FMV Common Shares, or number of FMV Common Shares issued to Lender (or its designee), shall be
amended (and/or increased) at the request of Lender (or its designee or successor or assign) to include such more favorable terms and/or
to effectuate such increase (this proviso, the “FMV Common Shares Terms MFN”). This FMV Common Shares Terms MFN shall
survive termination of this Agreement and/or repayment in full and/or Conversion of the Loans and other Obligations hereunder.


 


(iii)
If after the Closing Date Lender or any of its Affiliates consummates an actual investment in the Capital Stock of Borrower as part of
a Qualified Financing consisting of the issuance of Capital Stock, Borrower may upon consummation of such Qualified Financing that includes
such actual equity investment by Lender or its Affiliates in such Capital Stock convert the outstanding principal amount of the Loan
(and all accrued interest thereon (including capitalized interest)) into the same Capital Stock of Borrower that is the subject of Lender’s
(or its Affiliate’s) then-investment at the valuation implied in such Qualified Financing.


 


(c)
Qualified Financing. Borrower shall promptly notify Lender that a Qualified Financing is anticipated to occur (and in any event,
shall provide such written notice on or before the date that is 45 days prior to the consummation of such Qualified Financing).


 


(d)
Conversion Procedure. Before Lender shall be entitled to convert the Loan into Capital Stock as set forth under this Section,
it shall give written notice (a “Conversion Notice”) to Borrower of the election to convert the same pursuant to this
Section, and shall state therein the amount of the unpaid principal amount of (and accrued interest on) the Loan to be converted and
the name or names in which the certificate or certificates for shares of equity (or other instruments) are to be issued. Borrower shall,
as soon as practicable thereafter (and in no event greater than ten (10) calendar days following the date of such Conversion Notice (unless
otherwise expressly agreed by Lender in its sole discretion)), issue and deliver to Lender a certificate or certificates for the number
of shares of Capital Stock (or other instruments) to which Lender shall be entitled upon such Conversion (bearing such legends as are
required by this Agreement and applicable state and federal securities laws in the opinion of counsel to Borrower), together with any
other securities and property to which Lender is entitled upon such Conversion under the terms of this Loans, including payment of any
cash amounts payable as described in Section 11(e). Each Conversion shall be deemed to have been made immediately prior to the close
of business on the date of the Conversion Notice, and upon such Conversion, Lender shall be treated for all purposes as the record holder
of such equity as of such date.


 


(e)
Fractional Shares, Interest, Effect of Conversion. No fractional shares shall be issued upon any Conversion of the Loan (or any
portion thereof). In lieu of Borrower issuing any fractional shares to Lender upon any Conversion of the Loan (or any portion thereof),
Borrower shall pay to Lender an amount equal to the product obtained by multiplying the conversion price by the fraction of a share not
issued pursuant to the previous sentence. In addition, Borrower shall pay to Lender any interest accrued on the amount converted (unless
such interest is to be converted, as set forth in the other provisions of this Section 11) and on the amount to be paid to Borrower pursuant
to the previous sentence. Upon Conversion of this Loan in full and the payment of the amounts specified in this Section, Borrower shall
be forever released from all its obligations and liabilities under this Loan.


 




    	39



    	 



    

 


(f)
Investor Rights Agreement. In the event of any Conversion pursuant to this Section 11, Lender (or its successor or assign) shall
continue to have the same governance and consent rights that it held as Lender pursuant to this Agreement, which shall be set forth in
an investor rights (or similar) agreement, including an amended and restated limited liability company agreement, to be entered into
between Lender and Borrower (which shall be consistent with Exhibit C and shall otherwise be negotiated by Lender and Borrower in good
faith and entered into in connection with such Conversion). Lender shall also be entitled to customary minority protections including
tag along rights, preemptive and anti-dilution rights, and information rights pursuant to such agreement, in addition to, in connection
with a conversion made in connection with a Qualified Financing, any other customary rights and protections pursuant to any shareholders
or similar agreement entered into in connection with such Qualified Financing.


 


(g)
Specific Performance. Each of the parties hereto expressly agrees that Lender would be irreparably damaged if this Section 11
is not specifically enforced. Upon a breach, default or a threatened breach of the terms or provisions of this Agreement (or any other
Loan Document) by Holdings, Borrower or any other Loan Party, Lender shall, in addition to all other remedies, be entitled to a decree
for specific performance, without the necessity of proof of actual charges or the posting of a bond or other security. Holdings and Borrower
(or behalf of themselves and their applicable Subsidiaries) each hereby waive, and agree that they will not raise, any defense to any
action for specific performance of such party’s obligations under this Section 11 in accordance with the terms hereof based upon
any obligation of Lender to mitigate damages or upon Lender having an adequate remedy at law. As applicable in order for Lender to give
effect thereto, Lender’s rights under this Section 11 shall survive termination of the Loan Agreement.


 


(h)
For the avoidance of doubt, (a) prior to any Conversion, all Obligations under this Agreement and the other Loan Documents shall remain
outstanding in accordance with the terms hereof and thereof and (b) from and after any Conversion, all Obligations under this Agreement
and the other Loan Documents that are not Converted shall remain outstanding in accordance with the terms hereof and thereof.


 


Section
12. Lender Optional Investment. At any time prior to the earlier of a Borrower IPO or a second to occur (after the Closing Date)
“change or control” (or equivalent term) (to be defined in the Borrower LLC Agreement amendment, and subject to the terms
thereof), Lender shall have the option on one or more occasions to invest up to an aggregate additional amount of $10,000,000 (the “Lender
Optional Investment”) in the common Capital Stock of Borrower. If a Qualified Financing is completed prior to the November
1, 2022, the Lender Optional Investment shall be to purchase common Capital Stock at the valuation implied in such Qualified Financing,
otherwise the Lender Optional Investment shall be to purchase FMV Common Shares (subject to the FMV Common Shares Terms MFN). This right
shall survive termination of this Agreement and/or repayment in full and/or Conversion of the Loans and other Obligations hereunder.


 




    	40



    	 



    

 


Section
13. Waivers; Indemnity. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest of
this Agreement, and shall pay all reasonable costs of collection when incurred, including reasonable attorneys’ fees, costs and
expenses arising out of Lender’s relationship with the Borrower (provided that in no event shall Borrower be required to pay any
fees and expenses of Lender incurred on or prior to the Closing Date in excess of $350,000). Borrower covenants and agrees that neither
the Lender, its members,agents, servants, officers or employees shall be liable for: (1) any loss, damage or injury to, or death of,
any person occurring at or about or resulting from any defect in the Collateral; (2) any damage or injury to the persons or property
of the Borrower, or its officers, agents, servants or employees, or any other person who may be about the Borrower’s premises,
caused by any act of negligence of any person (other than the Lender or its members, officers, agents, servants or employees); or (3)
any costs, expenses or damages incurred as a result of any lawsuit commenced because of action taken in good faith by the Lender in connection
with the Collateral and/or any IP Rights. The Borrower shall indemnify, protect, defend and hold Lender and its respective members, agents,
servants, officers and employees (each an “Indemnified Party”), harmless from and against any and all such losses,
damages, injuries, costs or expenses and (except for claims, demands, suits, actions or other proceedings brought against an Indemnified
Party resulting from willful or wanton misconduct of such Indemnified Party) from and against any and all claims, demands, suits, actions
or other proceedings whatsoever, brought by any person or entity whatsoever (except the Borrower), and arising or purportedly arising
from this Agreement, any Loan Document or any transaction contemplated in any such documents. Notwithstanding the foregoing, in no event
shall any party hereto be responsible for payment of any other party’s fees and expenses incurred in connection with the Transactions
if the Closing Date does not occur.


 


Section
14. Publicity. Borrower hereby grants Lender the right to use Borrowers name and logo in public communications announcing or reporting
the transaction and on Lenders website listing Lender’s transactions.


 


Section
15. Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall
be in writing and faxed, mailed or delivered to each party at the respective addresses of the parties as set forth below, or at such
other address or facsimile number as Borrower shall have furnished to Lender in writing. All such notices and communications shall be
effective (a) when sent by Federal Express or other overnight service of recognized standing, on the business day following the deposit
with such service; (b) when mailed, by registered or certified mail, first class postage prepaid and addressed as aforesaid through the
United States Postal Service, upon receipt; (c) when delivered by hand, upon delivery; and (d) when faxed, upon confirmation of receipt.


 


If
to Lender:


 


Metalmark
Capital LLC


1177 Ave of the Americas


40th Floor


New
York, NY 10036


E-mail:Howard.Hoffen@metalmarkcapital.com;John.Eppel@metalmarkcapital.com;


Peter.Singh@metalmarkcapital.com


 


If
to Borrower:


 


Morgenesis
LLC


20271 Goldenrod Lane


Germantown,
Maryland, 20776 USA


 


with
a copy to:


 


Mark
Cohen


E-mail:
MCohen@PearlCohen.com


 




    	41



    	 



    

 


or
to such other address as any party hereto shall notify the other parties hereto (as provided above) from time to time.


 


Section
16. Miscellaneous.


 


(a)
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute
one instrument.


 


(b)
Subject to Section 16(c)(ii), this Agreement may be amended, waived or otherwise modified only by an instrument signed by Lender and
Borrower.


 


(c)
Successors and Assigns.


 


(i)
Subject to the restrictions on transfer described below, the rights and obligations of Borrower and Lender under this Agreement shall
be binding upon and benefit their respective successors, assigns, heirs, administrators and transferees.


 


(ii)
Borrower may not assign any obligation hereunder without Lender’s express prior written consent. Lender may assign all or a portion
of its rights and obligations under this Loan with the prior written consent of Borrower (not to be unreasonably withheld, conditioned
or delayed; provided that (a) Borrower shall be deemed to have consented to any assignment or transfer if it has not responded
to a written request for its consent from Lender within 15 Business Days after receiving such written request and (b) no consent of Borrower
shall be required for any assignment or transfer during the continuance of an Event of Default or for any assignment to an Affiliate
of Lender). In connection with a partial assignment of Lender’s rights and obligations hereunder, Lender may, upon notice to Borrower,
effect amendments to this Agreement to implement customary agency and voting provisions without the consent of Borrower or any other
party hereto.


 


Section
17. Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN ANY OTHER LOAN DOCUMENT) AND ANY CLAIM, CONTROVERSY
OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN ANY OTHER LOAN
DOCUMENT), WHETHER IN TORT, CONTRACT (AT LAW OR IN EQUITY) OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(b)
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY US
FEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK (OR ANY APPELLATE COURT THEREFROM) OVER
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION
OR PROCEEDING SHALL (EXCEPT AS PERMITTED BELOW) BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY APPLICABLE
REQUIREMENTS OF LAW, FEDERAL COURT. EACH PARTY HERETO AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY REGISTERED MAIL
ADDRESSED TO SUCH PERSON SHALL BE EFFECTIVE SERVICE OF PROCESS AGAINST SUCH PERSON FOR ANY SUIT, ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT. EACH PARTY HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE REQUIREMENTS OF LAW. EACH PARTY HERETO AGREES THAT LENDER RETAINS
THE RIGHT TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION SOLELY IN CONNECTION WITH THE EXERCISE
OF ITS RIGHTS UNDER ANY COLLATERAL DOCUMENT. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS SECTION 17 AND IN ADDITION TO THE SERVICE
OF PROCESS PROVIDED FOR HEREIN.


 




    	42



    	 



    

 


(c)
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, ANY CLAIM OR DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
SUCH ACTION, SUIT OR PROCEEDING IN ANY SUCH COURT.


 


(d)
TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL)
DIRECTED TO IT AT ITS ADDRESS FOR NOTICES AS PROVIDED FOR IN SECTION 15. EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION TO SUCH
SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR
UNDER ANY LOAN DOCUMENT THAT SERVICE OF PROCESS WAS INVALID AND INEFFECTIVE. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL
AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE REQUIREMENTS OF LAW.


 


(e)
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE REQUIREMENTS
OF LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY. EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.


 


[SIGNATURE
PAGE FOLLOWS] 


 




    	44



    	 



    

 


IN
WITNESS WHEREOF, Lender, Borrower and Holdings have caused this Senior Secured Convertible Loan Agreement to be executed in their respective
names by their duly authorized officers, as of the date first above written.


 


	 	MORGENESIS
    LLC, as Borrower
	 	 	 
	 	By:	/s/ Vered
    Caplan
	 	Name:
    	Vered
    Caplan
	 	Title:	CEO


 


	 	ORGENESIS
    INC., as Holdings
	 	 	 
	 	By:	/s/ Vered
    Caplan
	 	Name:	Vered
    Caplan
	 	Title:	CEO


 


	 	MM
    OS HOLDINGS, L.P., as Lender
	 	 
	 	By:	/s/ Howard Hoffen
	 	Name:	Howard
    Hoffen
	 	Title:	Authorized
    Signatory


 


Signature
Page to Loan Agreement


 




    	 



     


    

 


SCHEDULE
4(q)


 


SUBSIDIARIES


 


	Parent
Entity
	 	Subsidiary	 	Percentage
                                            of Shares /

    Interest
    Owned

	Orgenesis
    Inc.	 	Morgenesis
    LLC	 	100%
	Orgenesis
    Inc.	 	Orgenesis
    Switzerland Sarl	 	100%
	Morgenesis
    LLC	 	Tissue
    Genesis International LLC	 	100%
	Morgenesis
    LLC	 	Orgenesis
    Korea Co Ltd.	 	94.12%
	Morgenesis
    LLC	 	Orgenesis
    Germany GmbH	 	100%
	Morgenesis
    LLC	 	Orgenesis
    Biotech Israel Ltd.	 	100%
	Morgenesis
    LLC	 	Orgenesis
    Belgium Services	 	100%
	Morgenesis
    LLC	 	Orgenesis
    Maryland LLC	 	100%
	Orgenesis
    Maryland LLC	 	Remedy
Advanced Therapeutics d.o.o
	 	50%
	Orgenesis
    Maryland LLC	 	Theracell
    Laboratories d.o.o	 	50%
	Orgenesis
    Inc.	 	Orgenesis
    Australia PTY Ltd.	 	100%
	Orgenesis
    Inc.	 	Mida
    Biotech BV	 	100%
	Orgenesis
    Inc.	 	Orgenesis
    Italy SRL	 	100%
	Orgenesis
    Inc.	 	Koligo
    Therapeutics Inc.	 	100%
	Orgenesis
    Inc.	 	Orgenesis
    Ltd.	 	100%
	Orgenesis
    Inc.	 	Orgenesis
    Belgium SRL	 	100%
	Orgenesis
    Belgium SRL	 	Revacel
    Belgium	 	51%
	Orgenesis
    Inc.	 	Butterfly
    Biosciences Sarl	 	49%
	Orgenesis
    Inc.	 	Orgenesis
    CA Inc.	 	100%
	Theracell
    Laboratories d.o.o	 	Orgenesis
    Austria	 	100%


 






    	 



    	 



    

 


Schedule
5(a)(xv)


Post-Closing
Obligations


 


	 	1.
    	Holdings
    and its Subsidiaries shall complete the Post-Closing Restructuring Transactions consistent with the terms of the Loan Documents (including
    in respect of timing) and otherwise in a manner acceptable to Lender.
	 	 	 
	 	2.
    	Within
    five (5) days after the Closing Date, Lender shall have received a fully executed and effective amendment to Borrower’s limited
    liability company agreement, in form and substance acceptable to Lender, which amendment shall provide, among other things, that
    (a) the board of managers of Borrower shall be comprised of three directors, two of which will be appointed by Holdings, and one
    of which will be appointed by Lender, (b) Lender shall hold its board seat so long as either (i) all or any portion of the Loan remains
    outstanding or (ii) in the case of a Conversion, Lender (or its Affiliates) retains at least 75% of the Capital Stock received upon
    such Conversion) and (c) codify the terms (with Lender as an intended third party beneficiary) of the Lender Optional Investment
    provision (Section 12) of the Agreement and the provisions of Section 11 of the Agreement (including the FMV Common Shares Terms
    MFN).
	 	 	 
	 	3.
    	Within
    five (5) days after the Closing Date (as such date may be extended at Lender’s sole discretion), Lender shall have received
    an account control agreement governing each Deposit Account and/or securities account (or similar account) as required by Security
    Agreement, executed by the applicable depositary bank, the applicable Loan Party and Lender in form and substance satisfactory to
    Lender.
	 	 	 
	 	4.
    	Within
    five (5) days after the Closing Date, Borrower will deliver to Lender any lender’s loss payable and additional insured endorsements
    and insurance certificates contemplated by the last sentence of Section 5(a)(vi) and not delivered on the Closing Date, which endorsements
    and certificates shall be in form and substance satisfactory to Lender.
	 	 	 
	 	5.
    	Within
    five (5) days after the Closing Date, Borrower will deliver to Lender an intercompany subordination agreement in form and substance
    satisfactory to Lender, which agreement shall subordinate the Specified Intercompany Indebtedness in right of payment to the Loan,
    which agreement shall be in form and substance acceptable to Lender.
	 	 	 
	 	6.
    	Within
    five (5) days after the Closing Date, Lender shall have received a customary written opinion of special Texas counsel to the Loan
    Parties as of such date, in each case, dated as of such date and addressed to Lender.
	 	 	 
	 	7.
    	Within
    five (5) days after the Closing Date, Lender shall have received satisfactory evidence that all Indebtedness owing from Orgenesis
    MD LLC to Holdings shall have been converted (the “Intercompany Indebtedness Conversion”) into Capital Stock of
    Borrower.
	 	 	 
	 	8.
    	Within
    four (4) days after the Closing Date, Lender shall have received a certificate of each of Orgenesis Maryland LLC and Orgenesis, Inc.,
    dated as of such date and executed by a secretary, assistant secretary, director or other Responsible Officer thereof, which shall
    certify that attached thereto are a true and complete copy of the certificate or articles of incorporation, formation or organization
    of such Loan Party certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation,
    formation or organization have not been amended (except as attached thereto) since the date reflected thereon.
	 	 	 
	 	9.
    	Within
    two (2) days after the Closing Date, Lender shall have received a fully completed Schedule 3 to the Perfection Certificate.



 






    	 



    	 



    

 


EXHIBIT
A


 


[FORM
OF]


COMPLIANCE CERTIFICATE1


 


[●]
[●], 20[●]


 


To:
Lender2 party to the Loan Agreement described below


 


This
Compliance Certificate is furnished pursuant to that certain Senior Secured Convertible Loan Agreement, dated as of the date hereof (the
“Loan Agreement”), entered into by and among MM OS Holdings, L.P., as lender (“Lender”), Morgenesis
LLC, a Delaware limited liability company (“Borrower”) and Orgenesis Inc., a Nevada corporation (“Holdings”).
Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Loan
Agreement.


 


THE
UNDERSIGNED HEREBY CERTIFIES, AS A RESPONSIBLE OFFICER OF THE BORROWER, IN SUCH CAPACITY AND NOT IN AN INDIVIDUAL CAPACITY, THAT:


 


1.I am the duly elected [●] of Borrower;


 


I
have reviewed the terms of the Loan Agreement and I have made, or have caused to be made under my supervision, a review in reasonable
detail of the transactions and conditions of Holdings, the Borrower and its Restricted Subsidiaries, on a consolidated basis, during
the [Fiscal Quarter][Fiscal Year][Fiscal Month] covered by the attached financial statements;


 


[The
attached financial statements fairly present, in all material respects, in accordance with GAAP, the consolidated financial condition
of Holdings as at the dates indicated and its income, stockholders’ equity and cash flows for the periods indicated, subject to
the absence of footnotes and changes resulting from audit and normal year-end adjustments; it being understood that with respect to any
acquisition consummated after the Closing Date, such financial statements are not required to reflect purchase accounting adjustments
relating thereto until the delivery of annual financial statements pursuant to Section 5(a)(iii) with respect to the Fiscal Year
in which such acquisition was consummated.]3


 


[Except
as described in the disclosure set forth below, the][The] examinations described in paragraph 2 did not disclose, and I have no
knowledge of the existence of any condition or event which constitutes a Default or Event of Default that exists as of the date of this
Compliance Certificate [and the disclosure set forth below specifies, in reasonable detail, the nature of any such condition or event
and any action taken or proposed to be taken with respect thereto.]


 


[Attached
as Schedule 1 hereto is a Perfection Certificate Supplement pursuant to Section 5(a)(iii)(11) of the Loan Agreement]4


 


Schedule
2 attached hereto sets forth the Narrative Report required by Section 5(a)(iii)(5) of the Loan Agreement.


 


[Signature
Page Follows]


 





 






 1
In the event of any inconsistency between this Exhibit A and the Loan Agreement, the terms of the Loan Agreement shall govern.


 


2
MM OS Holdings, L.P.


c/o Metalmark Capital LLC


1177 Ave of the Americas


40th Floor


New
York, NY 10036


E-mail:
Howard.Hoffen@metalmarkcapital.com; John.Eppel@metalmarkcapital.com;


Peter.Singh@metalmarkcapital.com


 


3
Include to the extent the relevant Compliance Certificate is delivered in connection with unaudited quarterly / monthly financials.



 


4
Only required to the extent that there is a Perfection Certificate Supplement since delivery of the last Compliance Certificate.


 




    	A-1



    	 



    

 


The
foregoing certifications, together with the information set forth in the Schedules hereto and the financial statements delivered with
this Compliance Certificate in support hereof, are made and delivered as of the date first written above.


 


	 	MORGENESIS LLC
	 	 
	 	

    By:
	            
	 	Name:	 
	 	Title:	 


 




    	A-2



    	 



    

 


SCHEDULE
1


 


[Perfection
Certificate Supplement]


 




    	Schedule 1 to Exhibit A




    	 



    

 


SCHEDULE
2


 


Narrative
Report


 




    	Schedule 2 to Exhibit A




    	 



    

 


EXHIBIT
B


 


[FORM
OF]


SOLVENCY CERTIFICATE


 


[●]
[●], 20[●]


 


This
Solvency Certificate (this “Solvency Certificate”) is being executed and delivered pursuant to Section 10(d)
of that certain Senior Secured Convertible Loan Agreement, dated as


of
August [15], 2022 (the “Loan Agreement”), by and among MM OS Holdings, L.P. (“Lender”), Morgenesis
LLC, a Delaware limited liability company (“Borrower”) and Orgenesis Inc., a Nevada corporation (“Holdings”).
Terms defined in the Loan Agreement and not defined herein shall have the meanings given to them in the Loan Agreement.


 


I,
[_____________], the [Chief Financial Officer/equivalent officer] of the Borrower, in such capacity and not
in an individual capacity, hereby certify as follows:


 


	(1)	I
    am generally familiar with the businesses and assets of Holdings, the Borrower and its Subsidiaries, taken as a whole, and am duly
    authorized to execute this Solvency Certificate on behalf of the Borrower pursuant to the Loan Agreement; and


 


	(2)	As
    of the date hereof and immediately after giving effect to the Transactions and the incurrence of the indebtedness and obligations
    being incurred in connection with the Loan Agreement and the Transactions, that, (i) the sum of the debt (including contingent liabilities)
    of Holdings, the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the fair value of the assets of Holdings,
    the Borrower and its Subsidiaries, on a consolidated basis; (ii) the present fair saleable value of the assets of Holdings, the Borrower
    and its Subsidiaries, on a consolidated basis, is not less than the amount that will be required to pay the probable liabilities
    (including contingent liabilities) of Holdings, the Borrower and its Subsidiaries, on a consolidated basis, on their debts as they
    become absolute and matured; (iii) the capital of Holdings, the Borrower and its Subsidiaries, on a consolidated basis, is not unreasonably
    small in relation to the business of Holdings, the Borrower and its Subsidiaries, on a consolidated basis, contemplated as of the
    Closing Date; and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, do not intend to incur, or believe that
    they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debts as they
    mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed
    as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably
    be expected to become an actual or matured liability.


 


[Signature
Page Follows]


 




    	B-1



    	 



    

 


EXHIBIT
B


 


IN
WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.


 


	 	MORGENESIS
    LLC
	 	 	             
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	B-2



    	 



    

 


	CONFIDENTIAL	Exhibit
    C


 


Project
Oasis


 


Term
Sheet – LLC Agreement of Morgenesis


 


This
term sheet (this “Term Sheet”) outlines the material provisions of the Amended and Restated Limited Liability Company
Agreement (the “LLC Agreement”) of Morgenesis LLC, a Delaware limited liability company (the “Company”),
in connection with that certain Senior Secured Convertible Loan (the “Convertible Loan”) in the amount of $10 million,
provided by one or more funds affiliated with Metalmark Capital Partners who are not competitors of the Company (“Metalmark”
or the “Investors”) to the Company. Upon conversion of the Convertible Loan into equity of the Company, the existing
limited liability company agreement of the Company shall be amended and restated to reflect the terms set forth in this Term Sheet.


 


The
terms below do not constitute or imply a commitment to provide the described financing and remain subject to due diligence, and negotiation
and execution of final documentation.


 


	Company:	 	Morgenesis
    LLC – newly formed Delaware subsidiary of Orgenesis Inc. (“Orgenesis”), holding substantially all the assets
    of Orgenesis’s POCare Services business.
	 	 	 
	Board
    of Managers:	 	The
                                            board of managers of the Company (the “Board”) shall be comprised of three
                                            directors, two of which will be appointed by Orgenesis, and one of which will be appointed
                                            by Metalmark.

    Metalmark
    shall hold its board seat so long as either (i) it has a loan, or (ii) in the case of conversion of the Convertible Loan, it retains
    at least 75% of the shares received upon conversion.

	 	 	 
	Board
    Observers:	 	Metalmark
    will be entitled to appoint two non-voting observers to the Board. Any such observer shall receive copies of all notices and written
    material presented to, or otherwise made available to, the Board and of the minutes of, and resolutions passed at, all Board meetings,
    subject to customary privilege exclusions. Any such observer shall be entitled to attend, contribute to and speak at Board meetings
    but shall not have a vote.
	 	 	 
	Board
    Committees:	 	Metalmark
    will have representation on each committee of the Board so long as it has the right to appoint any director.
	 	 	 
	Quorum/Voting:	 	Quorum
                                            for meetings of the Board or any committee thereof will require the presence, whether in
                                            person, telephonically or in any other manner permitted by applicable law, of a majority
                                            of the directors/committee members, including at least one director/committee member appointed
                                            by Metalmark (so long as it has the right to appoint any director), provided that if quorum
                                            is not satisfied because a director/committee member appointed by Metalmark did not attend
                                            the meeting after proper notice, then five days’ prior notice shall be given for the
                                            rescheduled meeting, and quorum at such rescheduled meeting shall not require that a director/committee
                                            member appointed by Metalmark be in attendance.

    Board
    and Board committee action at a meeting at which a quorum is established shall require approval by a majority of the voting power
    of the directors in attendance at such

    meeting.

	 	 	 
	Anti-Dilution:	 	Standard
    broad based weighted average anti-dilution protection.
	 	 	 
	Approval
    Rights:	 	Neither
                                                                              the Company nor any of its subsidiaries may take certain specified actions without Metalmark’s written consent
                                                                              (“Metalmark Approval Rights”), which actions include the following: liquidate or otherwise dissolve the Company
                                                                              business, modify any organizational document, approve any operating budget for the Company after the initial two-year period,
                                                                              declare any dividends, amend or modify the terms of the equity interests in the Company, borrow money in excess of $1 million in
                                                                              aggregate, enter into or amend any related party transactions, initiate or complete the sale of the Company or any equity ownership
                                                                              in any subsidiary or the sale, lease or exchange of a material part of their respective assets.



 




    	 



    	 



    

 


Exhibit
C


 


	Information
    Rights:	 	The
    Investors shall be provided with customary information rights, including monthly unaudited financial statements of the Company within
    30 days of month end, annual audited financial statements of the Company within 120 days of fiscal year end, prompt notice of material
    events, and any other information which can be reasonably obtained and prepared, subject to non-disclosure obligations and applicable
    law.
	 	 	 
	Tag-Along
    Rights:	 	Metalmark
    will have customary tag-along rights.
	 	 	 
	Preemptive
    Rights:	 	Metalmark
    will have preemptive rights to participate in future issuances of equity securities by the Company or any of its subsidiaries on
    a pro rata basis (with customary over-subscription rights), subject to customary exceptions to be agreed.
	 	 	 
	Restriction
    on Transfers:	 	Following
    the first year, Metalmark may transfer its equity interests in the Company to a third party (who is not a competitor of the Company),
    provided that within three years after closing, Orgenesis has a right of first refusal (the “Orgenesis Right of First Refusal”).
    Orgenesis may transfer share capital of the Company only with the approval of the Board (with the Metalmark director’s approval)
    and also subject to a right of first refusal initially to the benefit of the Company and thereafter to Metalmark and any other equityholder
    who may become a party to the LLC Agreement.
	 	 	 
	Metalmark
    Put Option:	 	Metalmark
    will be entitled, at its option, to put to Orgenesis or the Company its equity interests in the Company (the “Put Option”)
    at any time on or after the fifth anniversary of the closing of the Convertible Loan. The purchase price for the Put Option shall
    be equal to the fair market value of such equity holdings as determined by a nationally recognized independent accounting firm in
    the U.S. selected by Metalmark.
	 	 	 
	Registration
    Rights:	 	Metalmark
    and Orgenesis are provided with demand and piggyback registration rights to register the shares of the Company in the event the Company
    becomes publicly traded, subject to customary provisions. Orgenesis will agree to indemnify the purchasers in connection with any
    claims related to their sale of securities under a registration statement, subject to certain exceptions.
	 	 	 
	Governing
    Law:	 	The
    LLC Agreement shall be governed by the laws of the State of Delaware, without giving effect to principles of conflicts of laws thereof.


 


[Signature
page follows.]


 




    	2



    	 



    

 


Exhibit
C


 


Please
confirm your agreement with the foregoing by signing a copy of this letter where indicated below and returning the same to the undersigned.


 


	 	Sincerely
yours,






 


	 	METALMARK CAPITAL HOLDINGS LLC
	 	 	 
	 	By:	 
	 	Name:
    	Howard
    Hoffen
	 	Title:	Chairman
    & CEO


 


Accepted
and Agreed:


 


	ORGENESIS, INC.	 
	 	 	 
	By:	         	 
	Name:	 	 
	Title:
    	 	 


 



    	3