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






WARRANT CERTIFICATE 

THESE WARRANTS ARE NOT TRANSFERABLE 


	
      THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION
      TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
      1933 ACT) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
      OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES
      TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT,
      OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
      OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
      PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE
      1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO
      AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH
      THE 1933 ACT. 




ORGENESIS INC. 
(A Nevada Corporation) 

NON-TRANSFERABLE 
WARRANT CERTIFICATE 

	CERTIFICATE NO. 2013-03-22 	  
	NUMBER OF WARRANTS: 100,000 	RIGHT TO PURCHASE 100,000 SHARES
    


THESE NON-TRANSFERABLE WARRANTS WILL EXPIRE AND BECOME NULL AND
VOID AT 4:30 P.M. (PACIFIC TIME) ON THE EXPIRY DATE (AS DEFINED IN THE TERMS AND
CONDITIONS ATTACHED TO THIS WARRANT CERTIFICATE. 

NON-TRANSFERABLE SHARE PURCHASE
WARRANTS 

TO PURCHASE COMMON SHARES OF ORGENESIS INC. 

THE WARRANTS REPRESENTED BY THIS CERTIFICATE 

This is to certify that, for value received, • of • (the
“Holder”) has the right to purchase, upon and subject to the terms and
conditions attached hereto as Appendix “A” (the “Terms and Conditions”)
from March 22, 2013 to 4:30 p.m. (Pacific Time) on the Expiry Date (as defined
in the attached Terms and Conditions), the number of fully paid and
non-assessable common shares (the “Shares”) of Orgenesis Inc. (formerly
known as Business Outsourcing Services Inc.) (the “Company”) set out
above, by surrendering to the Company, at its offices at 21 Sparrow Circle,
White Plains, New York, U.S.A. 10605, this Warrant Certificate with a
Subscription in the form attached hereto as Appendix “B”, duly completed and
executed, and cash, bank draft, certified cheque or money order in lawful money
of the United States of America, payable to the order of the Company in an
amount equal to the purchase price per Share multiplied by the number of Shares
being purchased (the “Aggregate Purchase Price”). Subject to adjustment
thereof in the events and in the manner set forth in the Terms and Conditions,
the purchase price per Share on the exercise of each Non-Transferable Share
Purchase Warrant (“Warrant”) evidenced hereby shall be US $0.50
per Share (the “Purchase Price”). . 

These Warrants are issued subject to the Terms and Conditions,
and the Holder may exercise the right to purchase Shares only in accordance with
the Terms and Conditions. 

Nothing contained herein or in the Terms and Conditions will
confer any right upon the Holder or any other person to subscribe for or
purchase any Shares at any time subsequent to the Expiry Date and from and after
such time, these Warrants and all rights hereunder will be void and of no value.





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IN WITNESS WHEREOF the Company has caused this Warrant
Certificate to be executed. 

DATED at the City of _______________, in the State of
_______________, as of the ________ day of March, 2013 

ORGENESIS INC. 

Per:
____________________________
       
Name 
        Title 

PLEASE NOTE THAT ALL SHARE CERTIFICATES ISSUED UPON EXERCISE
HEREOF MUST BE LEGENDED AS FOLLOWS: 

“THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO
PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933 ACT)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE
UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT.” 




APPENDIX “A” 

TERMS AND CONDITIONS dated as of March 22, 2013(the
“Terms and Conditions”), attached to the Non-Transferable Share Purchase
Warrants issued by Orgenesis Inc. 

	1. 	
      DEFINITIONS



In these Terms and Conditions, unless there is something in the
subject matter or context inconsistent therewith: 

	 	(a) 	
      “Business Days” means any day other than a Saturday,
      Sunday, or a day on which banking institutions in the State of Nevada are
      authorized or obligated by law or executive order to close.

	 	 	 
	 	(b) 	
      “Company” means Orgenesis Inc., a Nevada corporation. If
      a successor corporation will have become such as a result of
      consolidation, amalgamation or merger with or into any other corporation
      or corporations, or as a result of the conveyance or transfer of all or
      substantially all of the properties and estates of the Company as an
      entirety to any other corporation and thereafter “Company” will mean such
      successor corporation;

	 	 	 
	 	(c) 	
      “Company’s Auditors” means an independent firm of
      accountants duly appointed as auditors of the Company;

	 	 	 
	 	(d) 	
      “Exercise Price” means US $0.50 per Share, subject to
      adjustment as provided in the Terms and Conditions;

	 	 	 
	 	(e) 	
      “Expiry Date” means March 22, 2015;

	 	 	 
	 	(f) 	
      “herein”, “hereby” and similar expressions refer to these
      Terms and Conditions as the same may be amended or modified from time to
      time; and the expression “Section” followed by a number refer to the
      specified Section of these Terms and Conditions;

	 	 	 
	 	(g) 	
      “person” means an individual, corporation, partnership,
      trustee or any unincorporated organization and words importing persons
      have a similar meaning;

	 	 	 
	 	(h) 	
      “Holder” or “Holders” means the holder of the Warrants
      and its heirs, executors, administrators, successors, legal
      representatives and assigns;

	 	 	 
	 	(i) 	
      “Shares” means the shares of common stock in the capital
      of the Company as constituted at the date hereof and any shares resulting
      from any subdivision or consolidation of such shares, issued upon exercise
      of the Warrants;

	 	 	 
	 	(j) 	
      “Warrants” means the Non-Transferable Share Purchase
      Warrants of the Company issued and presently authorized and for the time
      being outstanding; and

	 	 	 
	 	(k) 	
      “1933 Act” means the United States Securities Act of
      1933.




	2. 	
      INTERPRETATION



The division of these Terms and Conditions into sections and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation thereof. Words importing the singular
number include the plural and vice versa and words importing the masculine
gender include the feminine and neuter genders. 




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	3. 	
      APPLICABLE LAW



The rights and restrictions attached to the Warrants shall be
construed in accordance with the laws of the State of Nevada. 

	4. 	
      ADDITIONAL ISSUANCES OF
  SECURITIES



The Company may at any time and from time to time do further
equity or debt financing and may issue additional shares, warrants, convertible
securities, stock options or similar rights to purchase shares of its capital
stock. 

	5. 	
      REPLACEMENT OF LOST WARRANTS

	 	 
	5.1 	
      In case this Warrant Certificate shall become mutilated,
      lost, destroyed or stolen, the Company in its discretion may issue and
      deliver a new Warrant Certificate of like date and tenure as the one
      mutilated, lost, destroyed or stolen, in exchange for and in place of and
      upon cancellation of such mutilated Warrant Certificate, or in lieu of,
      and in substitution for such lost, destroyed or stolen Warrant Certificate
      and the substituted Warrant Certificate shall be entitled to all benefits
      hereunder and rank equally in accordance with its terms with all other
      Warrants issued or to be issued by the Company.

	 	 
	5.2 	
      The applicant for the issue of a new Warrant Certificate
      pursuant hereto shall bear the cost of the issue thereof and in case of
      loss, destruction or theft shall furnish to the Company evidence of
      ownership and of loss, destruction or theft of the Warrant Certificate so
      lost, destroyed or stolen as shall be satisfactory to the Company and its
      transfer agent in accordance with its usual policies and procedures and
      such applicant may also be required to furnish indemnity in the amount and
      form satisfactory to the Company and its transfer agent in accordance with
      its usual policies and procedures, and shall pay the reasonable charges of
      the Company in connection therewith.

	 	 
	6. 	
      WARRANT HOLDER NOT A
SHAREHOLDER



The holding of a Warrant Certificate will not constitute the
Holder as a shareholder of the Company, nor entitle the Holder to any right or
interest in respect thereof except as is expressly provided in the Warrant
Certificate or these Terms and Conditions. 

	7. 	
      PIGGYBACK REGISTRATION

	 	 
	7.1 	
      Registration Statement. If the Company decides to file a
      registration statement (the “Registration Statement”) under the 1933 Act
      covering the distribution or sale of any securities of the Company other
      than the Shares issuable on exercise of the Warrants (other than a
      registration on Form S-8), it shall forthwith give written notice (the
      “Registration Notice”) to the Holders of such decision. The Holders shall
      have the right to elect, by written notice (the "Reply to Registration
      Notice") to be given to the Company not more than five (5) business days
      following receipt of the Registration Notice, to have the Registration
      Statement cover the sale of the Shares by the Holders.

	 	 
	7.2 	
      The obligations of the Company under this Agreement shall
      terminate and be of no further effect upon the earliest to occur of the
      following:




	 	(a) 	
      when all Shares shall have been sold pursuant to Rule 144
      (or any successor provision) under the 1933 Act;

	 	 	 
	 	(b) 	
      when all Shares shall have been otherwise transferred and
      a new certificate(s) for such Shares not bearing a legend restricting
      further transfer shall have been delivered by The Company; and

	 	 	 
	 	(c) 	
      that day that is two (2) years following the issue date
      of the last of the Shares issued upon exercise of the
  Warrants.







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	7.3 	
      In the event of a registration pursuant to the provisions
      of this Agreement, the Company shall use its best efforts to cause the
      Shares so registered to be registered or qualified for sale under the
      securities or blue sky laws of such jurisdictions as the Holders may
      reasonably request; provided, however, that The Company shall not by
      reason of this Agreement be required to qualify to do business in any
      state in which it is not otherwise required to qualify to do business or
      to file a general consent to service of process.

	 	 
	7.4 	
      The Company shall keep effective any registration or
      qualification contemplated by this Agreement and shall from time to time
      amend or supplement each applicable registration statement, preliminary
      prospectus, final prospectus, application, document, and communication for
      such period of time as shall be required to permit the Holders to complete
      the offer and sale of the Shares covered thereby.

	 	 
	8. 	
      WARRANTS NOT TRANSFERABLE



The Warrants and all rights attached thereto are not
transferable. 

	9. 	
      NOTICE TO HOLDERS



Any notice required or permitted to be given to the Holder will
be in writing and may be given by prepaid registered post, electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy to the address of the Holder appearing on the Warrant Certificate
or to such other address as any Holder may specify by notice in writing to the
Company, and any such notice will be deemed to have been given and received by
the Holder to whom it was addressed if mailed, on the third day following the
mailing thereof, if by facsimile or other electronic communication, on
successful transmission, or, if delivered, on delivery; but if at the time of
mailing or between the time of mailing and the third Business Day thereafter
there is a strike, lockout, or other labour disturbance affecting postal
service, then the notice will not be effectively given until actually delivered.


	10. 	
      NOTICE TO THE COMPANY



Any notice required or permitted to be given to the Company
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Company set forth below or such
other address as the Company may specify by notice in writing to the Holder, and
any such notice will be deemed to have been given and received by the Company to
whom it was addressed if mailed, on the third day following the mailing thereof,
if by facsimile or other electronic communication, on successful transmission,
or, if delivered, on delivery; but if at the time or mailing or between the time
of mailing and the third Business Day thereafter there is a strike, lockout, or
other labour disturbance affecting postal service, then the notice will not be
effectively given until actually delivered: 

Orgenesis Inc. 
21 Sparrow Circle

White Plains, New York 10605 

Attention: • 

Email.: • 

	11. 	
      METHOD OF EXERCISE OF
WARRANTS



The right to purchase Shares conferred by the Warrants may be
exercised by the Holder of such Warrant by surrendering it to the Company, with
a duly completed and executed subscription in the form attached as Appendix “B”
and cash, bank draft, certified cheque or money order payable to or to the order
of the Company for the Aggregate Purchase Price subscribed for in lawful money
of the United States of America. 




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	12. 	
      EFFECT OF EXERCISE OF WARRANTS

	 	 
	12.1 	
      Upon surrender and payment as aforesaid, the Shares so
      subscribed for shall be deemed to have been issued and such Holder shall
      be deemed to have become the holder (or holders) of record of such Shares
      on the date of such surrender and payment and such Shares shall be issued
      at the Exercise Price in effect on the date of such surrender and
      payment.

	 	 
	12.2 	
      Within ten Business Days after surrender and payment as
      aforesaid, the Company shall forthwith cause to be delivered to the person
      or persons in whose name or names the Shares so subscribed for are to be
      issued as specified in such subscription or mailed to him or them at his
      or their respective addresses specified in such subscription, a
      certificate or certificates for the appropriate number of Shares not
      exceeding those which the Holder is entitled to purchase pursuant to the
      Warrant surrendered.

	 	 
	13. 	
      SUBSCRIPTION FOR LESS THAN
  ENTITLEMENT



The Holder of any Warrant may subscribe for and purchase a
number of Shares less than the number which he is entitled to purchase pursuant
to the surrendered Warrant. In the event of any purchase of a number of Shares
less than the number which can be purchase pursuant to a Warrant, the Holder,
upon exercise thereof, shall be entitled to receive a new Warrant Certificate in
respect of the balance of the Shares which he was entitled to purchase pursuant
to the surrendered Warrant Certificate and which were not then purchased. 

	14. 	
      WARRANTS FOR FRACTIONS OF
SHARES



To the extent that the Holder of any Warrant is entitled to
receive on the exercise or partial exercise thereof a fraction of a Share, such
right may be exercised in respect of such fraction only in combination with
another Warrant or other Warrants which in the aggregate entitle the Holder to
receive a whole number of such Shares. 

	15. 	
      EXPIRATION OF WARRANTS



After the expiration of the period within which a Warrant is
exercisable, all rights thereunder shall wholly cease and terminate and such
Warrants shall be void and of no further force and effect. 

	16. 	
      ADJUSTMENT OF EXERCISE
PRICE



The Exercise Price and the number of Common Shares deliverable
upon the exercise of the Warrants shall be subject to adjustment in the event
and in the manner following: 

	16.1 	
      If and whenever the Shares at any time outstanding shall
      be subdivided into a greater or consolidated into a lesser number of
      Shares, the Exercise Price shall be decreased or increased
      proportionately, as the case may be, and upon any such subdivision or
      consolidation, the number of Shares deliverable upon the exercise of the
      Warrants shall be increased or decreased proportionately, as the case may
      be.

	 	 
	16.2 	
      In case of any capital reorganization or of any
      reclassification of the capital of the Company or in case of the
      consolidation, merger or amalgamation of the Company with or into any
      other company or of the sale of the assets of the Company as or
      substantially as an entirety or of any other company, each Warrant shall,
      after such capital reorganization, reclassification of capital,
      consolidation, merger, amalgamation or sale, confer the right to purchase
      that number of shares or other securities or property of the Company or of
      the company resulting from such capital reorganization, reclassification,
      consolidation, merger, amalgamation or to which such sale shall be made,
      as the case may be, to which the Holder of the shares deliverable at the
      time of such capital reorganization, reclassification of capital,
      consolidation, merger, amalgamation or sale had the Warrants been
      exercised, would have been entitled on such capital reorganization,
      reclassification, consolidation, merger, amalgamation or sale and in any
      such case, if necessary, appropriate adjustments shall be made in the
      application of the provisions set forth in Sections 12 to 19 hereof with
      respect to the rights and interest thereafter of the Holders of the
      Warrants to the end that the provisions set forth in Sections 12 to 19
      hereof shall thereafter correspondingly be made applicable as nearly as
      may reasonable be expected in relation to any shares or other securities
      or property thereafter deliverable on the exercise of the Warrants. The
      subdivision or consolidation of the Shares at any time outstanding into a
      greater or lesser number of Shares (whether with or without par value)
      shall not be deemed to be a capital reorganization or a reclassification
      of the capital of the Company for the purposes of this Section
  16.2.







- 5 - 

	16.3 	
      In the event the Company issues any common shares or
      securities convertible into common shares at a price less than the
      Purchase Price (the “New Issuance Price”) while any Warrants remain
      unexercised, the Purchase Price shall be reduced for any unexercised
      Warrants to the New Issuance Price.

	 	 
	16.4 	
      The adjustments provided for in this Section 16 pursuant
      to any Warrants are cumulative and will become effective immediately after
      the record date for, or, if no record date is fixed, the effective date,
      of the event which results in such adjustments.

	 	 
	17. 	
      DETERMINATION OF
ADJUSTMENTS



If any questions shall at any time arise with respect to the
Exercise Price or any adjustments provided for in this Warrant, such questions
shall be conclusively determined by the Company’s Auditors, from time to time,
or, if they decline to so act, any other firm of chartered accountants that the
Company may designate and who shall have access to all appropriate records and
such determination shall be binding upon the Company and the Holders. 

	18. 	
      COVENANTS OF THE COMPANY



The Company will reserve and there will remain unissued out of
its authorized capital a sufficient number of Shares to satisfy the rights of
purchase provided for in the Warrants should the Holders of all the Warrants
from time to time outstanding determine to exercise such rights in respect of
all Shares which they are or may be entitled to purchase pursuant thereto. 

	19. 	
      IMMUNITY OF SHAREHOLDERS,
ETC.



The Holder hereby waives and releases any right, cause of
action or remedy now or hereafter existing in any jurisdiction against any past,
present or future incorporator, shareholder, director or officer (as such) of
the Company for the issue of Shares pursuant to any Warrant or on any covenant,
agreement, representation or warranty by the Company herein contained. 

	20. 	
      MODIFICATION OF TERMS AND CONDITIONS FOR CERTAIN
      PURPOSES



From time to time the Company may, subject to the provisions of
these presents, and it shall, when so directed by these presents, modify the
terms, and conditions hereof, for any one or more of any of the following
purposes: 

	 	(a) 	
      making such provisions not inconsistent herewith as may
      be necessary or desirable with respect to matters or questions arising
      hereunder or for the purpose of obtaining a listing or quotation of the
      Warrants on any stock exchange or quotation system;

	 	 	 
	 	(b) 	
      adding to or altering the provisions hereof in respect of
      the registration and transfer of Warrants making provisions for the
      exchange of Warrants of different denominations; and making any
      modification in the form of the Warrants which does not affect the
      substance thereof;

	 	 	 
	 	(c) 	
      for any other purpose not inconsistent with the terms
      hereof, including the correction or recertification of any ambiguities,
      defective provisions, errors or omissions herein; and

	 	 	 
	 	(d) 	
      to evidence any successions of any corporation and the
      assumption of any successor of the covenants of the Company herein and in
      the Warrants contained as provided herein.







- 6 - 

	21. 	
      UNITED STATES RESTRICTIONS



These Warrants and the Shares issuable upon the exercise of
these Warrants have not been and will not be registered under the 1933 Act as
amended or any state securities laws. These Warrants may not be exercised in the
United States (as defined in Regulation S under the 1933 Act) unless these
Warrants and the Shares issuable upon exercise hereof have been registered under
the 1933 Act, and any applicable state securities laws or unless an exemption
from such registration is available. 

DATED as of the date first above written in these Terms and
Conditions. 

ORGENESIS INC. 

Per: _________________________
       
Name 
        Title 




APPENDIX “B” 

SUBSCRIPTION FORM 

(ONE NON-TRANSFERABLE SHARE PURCHASE WARRANT IS 
REQUIRED TO
SUBSCRIBE FOR EACH COMMON SHARE) 

	TO: 	ORGENESIS INC. 
	  	21 Sparrow Circle 
	  	White Plains, New York 
	 	U.S.A. 10605 


The undersigned, bearer of the attached Non-Transferable Share
Purchase Warrants, hereby subscribes for _____________ of shares of common stock
of Orgenesis Inc. (the “Company”) referred to in the Warrants according
to the conditions thereof and herewith makes payment of the purchase price in
full for the said number of shares at the price of U.S. $0.50 per share if
exercised on or before 4:30 p.m. (Pacific Time) on the Expiry Date (as that term
is defined in the Terms and Conditions attached to the Non-Transferable Share
Purchase Warrant). Cash, a certified cheque, bank draft or money order is
enclosed herewith for such amount. 

The undersigned hereby directs that the shares hereby
subscribed for be issued and delivered as follows: 

	Name(s) in Full 	 	Address(es) 	 	Number of Shares 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


(Please print full names in which share certificates are to be
issued. The Share must be issued in the name of the Holder.) 

DATED this ________ day of  __________________, 2013 .
(the “Exercise Date”) 

	 	 	 
	Witness 	 	Signature 
	 	 	 
	Please print your name and address in full 	 	  
	 	 	 
	  	 	Address 
	 	 	 
	 	 	 


TERMS AND CONDITIONS 

The Warrants are issued subject to the Terms and Conditions,
which are attached to the Warrant Certificate delivered to the Holder.




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REPRESENTATIONS AND WARRANTIES 

The undersigned represents and warrants that the undersigned is
not a “U.S. person”, as such term is defined in Regulation S as promulgated
under the United States Securities Act of 1933, as at the Exercise Date. The
undersigned represents and warrants that the representations and warranties in
the subscription agreement between the undersigned and the Company dated the
Holder are true and correct as of the date of the Exercise Date. 

LEGENDS 

The certificates representing the shares acquired on the
exercise of the Warrants will bear a legend in substantially the following form:


“THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO A
PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN)
OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY
REGULATION S UNDER THE 1933 ACT.”