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






CONVERTIBLE LOAN AND WARRANT SUBSCRIPTION AGREEMENT 

THIS AGREEMENT dated for
reference the ______ day of March, 2013 and made, 

BETWEEN: 

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

(the “Borrower”) 

AND: 

Those parties listed on Schedule A hereto who
have advanced funds pursuant to this Agreement; 

(the “Lenders” ) 

WITNESSES THAT WHEREAS:

A.     The Borrower has applied to the Lenders for an unsecured
loan in the aggregate principal amount of $250,000 US (the “Loan”) to be
utilized by the Borrower for the purposes described in Section 3. 

B.     The Borrower will issue to the Lenders Warrants in a number equalling the amount of each Lender’s Loan divided by $2.50; and

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

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

1.     DEFINITIONS; INTERPRETATION


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

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

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

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







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

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

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

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

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

	 	 	 
	 	(i) 	
      “GAAP” means United States generally accepted
      accounting principles, or International Financing Reporting System
      (“IFRS”), as utilized by the Borrower and applied on a consistent
      basis;

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

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

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

	 	 	 
	 	(m) 	
      “Loan” means the convertible loan of US$250,000
      established by the Lenders in favour of the Borrower pursuant to this
      Agreement;

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

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

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

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







- 3 - 

	 	(r) 	
      “Securities” means the Loan, the Warrants, the
      Warrant Shares and the Common Shares;

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

	 	 	 
	 	(t) 	
      “Subsidiary” has the meaning given to it in the
      Securities Act;

	 	 	 
	 	(u) 	
      “VWAP” means the volume-weighted average price
      being equal to the ratio of the Borrower’s total dollar value of stock
      traded divided by the total number of shares traded used in calculating
      that value during a defined period.

	 	 	 
	 	(v) 	
      “Warrant” means a warrant to purchase a Common
      Share for a period of twenty four months from issuance. One whole warrant
      may be exercised at a price US$0.50 per Common Share; and

	 	 	 
	 	(w) 	
      “Warrant Shares” means the Common Shares issueable
      upon exercise of the Warrants.



1.2     All dollar figures refer to United States dollars.

2.     LOAN AND WARRANTS 

2.1     Subject to the terms and conditions of this Agreement, the
Lenders hereby establish and agree to advance the Loan to the Borrower in the
sums as set out in Schedule A attached. Each Lender may sign a separate Schedule
A and each such Schedule A taken together will form one unified Schedule A.

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

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

2.4     Each Lender agrees and acknowledges that all payments made
by the Borrower will be made in proportion to the relative amounts of the
indebtedness of the Borrower to each Lender as at the date of such payment.

2.5     On closing, the Borrower will issue to each Lender a
Warrant Certificate representing a number of Warrants equal to the amount of the
Loan acquired by such Lender divided by $2.50. The Warrants will contain
anti-dilution provisions that reduce the exercise price of the Warrants to equal
any lower price that the Borrower issues shares or securities convertible into
shares while the Warrants are outstanding. 

3.     PURPOSE 

3.1     The Loan will be made available to the Borrower for its
research, development, marketing and its general corporate purposes. 




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4.     AVAILABILITY

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

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

5.     TERM 

5.1     Subject to the provisions of Section 7, the Borrower will
pay the Borrower’s Indebtedness to the Lenders in full on June 30, 2013, unless
sooner prepaid or accelerated upon the occurrence and during the continuance of
an Event of Default (the “Maturity Date”). Borrower may in its discretion
extend the Maturity Date for a period of up to 90 days provided it issues an
additional equal number of Warrants to the number issued to Lender on initial
closing (ie, if $250,000 extended, 100,000 additional Warrants). 

6.     INTEREST 

6.1     The outstanding principal balance of the Loan will bear
interest at the Interest Rate. 

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

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

7.     REPAYMENT 

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

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

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

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




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

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

8.     CONVERSION TO SHARES 

8.1     If the Borrower has not paid the Loan in full on the
Maturity Date, (or, if extended, the extended Maturity Date), the Lenders or any
of them may after the Maturity Date by written notice (the "Notice") to
the Borrower, exercise its rights of Conversion in respect of either a portion
of or the total outstanding amount of the Loan and including accrued Interest as
of that date into Common Shares, at a price per Common Share equal to the lower
of (i) of US$0.75 and (ii) the VWAP for the 5 trading days immediately prior to
the date of delivery of the Notice to the Borrower.

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

9.     REPRESENTATIONS AND
WARRANTIES 

9.1     The Borrower represents and warrants as follows:

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

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

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

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







- 6 - 

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

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




	 	(i) 	
      its organizational documents,

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

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



10.     COVENANTS 

10.1     The Borrower will: 

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

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

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



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

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

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

	 	 	 
	 	(c) 	
      redeem any of its redeemable
shares;







- 7 - 

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

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

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

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



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

	 	(a) 	
      within 30 days of each calendar month end, management
      prepared monthly financial statements and aged payables and receivables
      for the Borrower; and

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



11.     EVENTS OF DEFAULT 

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

	 	(a) 	
      if the Borrower:




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

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




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

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

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







- 8 - 

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

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

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

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

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

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



12.     SECURITIES ISSUED 

12.1     The Lenders each represent and warrant to, and covenants
and agrees with the Borrower that: 

	 	(a) 	
      each Lender makes the Loan to the Borrower and acquires
      the Loan, the Conversion right and the Warrants in reliance upon the
      Exemption from registration provided by Section 506 of Regulation D of the
      Securities Act or as an offshore investor under Regulation S;

	 	 	 
	 	(b) 	
      each Lender is eligible to make the Loan to the Borrower
      and acquire the Securities in the Borrower;

	 	 	 
	 	(c) 	
      each Lender is aware of the significant economic and
      other risks involved in making the Loan to the Borrower and in acquiring
      and/or exercising the Conversion right and Warrants;

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







- 9 - 

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

	 	 	 
	 	(f) 	
      each Lender acknowledges
that:




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

	 	 	 
	 	(ii) 	
      although the Borrower’s shares are currently listed for
      trading on the OTC Bulletin Board, there are substantial risks respecting
      the trading market;

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

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




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

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



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

13.     SECURITIES EXEMPTION


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

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

14.     WAIVER 

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




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15.     MISCELLANEOUS

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

15.2     Neither this Agreement nor any benefits hereunder may be
transferred, assigned or otherwise disposed of by the Borrower to any Person
without the prior written consent of the Lenders. 

15.3     No amendment, waiver or modification of, or agreement
collateral to, this Agreement will be enforceable against the Lenders unless it
is by a formal instrument in writing expressed to be a modification of this
Agreement, and executed in the same fashion as this Agreement. 

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

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

	 	(a) 	If to the Borrower:
	 	 	 
	 		ORGENESIS INC.
21 Sparrow Circle,
White Plains
      NY 10605
	 	 	 
	 		Attention: Sav DiPasquale
	 	 	 
	 		email: sav.dipasquale@gmail.com
	 	 	 
	 		with a copy to (which does not constitute notice):
	 	 	 
	 		CLARK WILSON LLP 
800 – 885 West Georgia Street
      
Vancouver, BC V6C 3H1 
Canada
	 	 	 
	 		Attention: Bernard Pinsky
	 	 	 
	 		Facsimile No.: (604) 687-6314 
email:
  bip@cwilson.com






- 11 - 

	 	(b) 	
      If to the Lenders:

	 	 	 
	 		
      To the address as set out for each Lender on Schedule
      A,



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

    Any notice delivered or sent by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy on a business day will be deemed conclusively to have been
effectively given on the day the notice was delivered, or the transmission was
sent successfully to the number set out above, as the case may be. Any notice
sent by prepaid registered mail will be deemed conclusively to have been
effectively given on the third business day after posting; but if at the time of
posting or between the time of posting and the third business day thereafter
there is a strike, lockout, or other labour disturbance affecting postal
service, then the notice will not be effectively given until actually delivered.


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

15.7     The Lenders acknowledge that they have consulted with and
are represented by legal counsel which is independent of Borrower’s counsel,
Clark Wilson LLP.

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

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

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


    IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized on the ____ day of __________________, 2013. 

ORGENESIS INC. 

Per:
_____________________
       Authorized
Signatory 




SCHEDULE A 

LENDER 

	Lender 	Principal Amount 	Signature of Authorized
      Signatory 
	  	  	  
	  	  	  
	Include name, address, telephone, email and SSN, SIN or
      Business Number, as applicable 		
	  	  	  
	  	  	  
	  	$________________	Per:
    ___________________________________
	  	  	        Authorized
      Signatory 
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	$________________	Per:
    ___________________________________
	  	  	        Authorized
      Signatory