Exhibit
10.1


 


CONVERTIBLE
LOAN AGREEMENT


THIS
CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is made as of the 17th day of May, 2022 (“Effective Date”),
by and among the lender(s) listed on Exhibit A hereto (the “Lenders”) and Orgenesis Inc. (“Borrower”
and together with the Lenders, each a “Party” and together the “Parties”).


 


WHEREAS,
the Lenders desire to lend to the Borrower, and the Borrower desires to receive from the Lenders, an aggregate amount of US$5,000,000
(the “Loan Amount”) pursuant to the terms set forth herein;


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein contained, and other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


 


1.
Loan; Closing.


 


		(a)	Terms
                                            of Loan. The Lenders shall lend to the Borrower, and the Borrower shall borrow from the
                                            Lenders, the Loan Amount listed next to their name on Exhibit A hereto. The Loan Amount
                                            shall bear a simple interest rate of six percent (6%) per annuum (based upon a 365-day year).
                                            The Loan Amount, and all accrued but unpaid interest thereon (collectively, the “Outstanding
                                            Amount”), at the discretion of the Lender shall either (i) be repaid in cash or
                                            (ii) convert into shares of common stock of Borrower (the “Common Stock”)
                                            as provided in Section 2 below on the fifteenth month anniversary of the Effective Date (the
                                            “Maturity Date”). The Maturity Date may be extended by the Lenders upon
                                            the vote of the holders of the majority of the Outstanding Amount (as defined below) (“Loan
                                            Majority”) and any such extension(s) shall be in writing. The Outstanding Amount
                                            may be prepaid by the Borrower, at its option, in whole or in part at any time or (ii) at
                                            the Lender’s option, following any financing by Borrower pursuant to which gross proceeds
                                            to the Borrower exceed $13,125,000.



 


		(b)	At
                                            the Closing, the Borrower shall issue the Lenders a warrant registered in the name of such
                                            Lender, or in such nominee name(s) as designated by such Lender, representing the right to
                                            purchase 25% of the shares of Common Stock into which the Loan Amount is initially convertible
                                            at the Conversion Price (as defined below), at an exercise price per share of $4.50 per share.
                                            Such warrant will be exercisable at any time beginning six (6) months and one day after the
                                            Initial Closing Date and ending thirty-six (36) months after the Initial Closing Date.



 


		(c)	The
                                            Closing. The closing of this transaction shall take place on or after the Effective Date,
                                            or such other date, time and place as the Lenders, the approval of the holders of the Loan
                                            Majority and the Borrower shall agree upon in writing (the “Closing”).
                                            At the Closing, the Lenders and the Borrower shall each deliver a fully executed version
                                            of this Agreement to the other Party and each Lender shall transfer the Loan Amount by wire
                                            to the bank account of the Borrower in accordance with wiring instructions provided by the
                                            Borrower to the Lenders prior to the Closing and detailed below in Section 8(g).



 






    	 



    	 



    

 


2.
Conversion of Loan.


 


		(a)	The
                                            Outstanding Amount shall be convertible into shares of Common Stock as follows:



 


		a.	Optional
                                            Conversion. The Outstanding Amount shall be convertible, in whole or in part, into shares
                                            of Common Stock at the option of the Lender, at any time and from time to time, at a price
                                            per share equal to $4.50 per share (the “Conversion Price”), subject to
                                            adjustment as provided herein. The Lender shall effect conversions by delivering to the Borrower
                                            a Notice of Conversion, the form of which is attached hereto as Exhibit B (a “Notice
                                            of Conversion”), specifying therein the Loan Amount and accrued interest, if any,
                                            to be converted, and the date on which such conversion shall be effected (such date, the
                                            “Conversion Date”). If no Conversion Date is specified in a Notice of
                                            Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed
                                            delivered hereunder. Conversions hereunder shall have the effect of lowering the Outstanding
                                            Amount in an amount equal to the applicable conversion. The Lender and the Borrower shall
                                            maintain records showing the Outstanding Amount converted and the date of such conversion(s).
                                            The Borrower may deliver an objection to any Notice of Conversion within five (5) Business
                                            Days of delivery of such Notice of Conversion.



 


		b.	Conversion
                                            upon a Change in Control Transaction. In the event that prior to the time of repayment
                                            or conversion of the Outstanding Amount, the Borrower shall consummate a Change in Control
                                            Transaction (as defined below), then the Outstanding Amount shall automatically convert into
                                            shares of Common Stock at the Conversion Price, subject to adjustment as provided herein.
                                            “Change in Control Transaction” will be deemed to exist if (i) there occurs
                                            any consolidation, merger or other business combination of the Borrower with or into any
                                            other corporation or other entity or person (whether or not the Borrower is the surviving
                                            corporation), or any other corporate reorganization or transaction or series of related transactions
                                            in which in any of such events the voting stockholders of the Borrower prior to such event
                                            cease to own 50% or more of the voting power, or corresponding voting equity interests, of
                                            the surviving entity after such event, or (ii) in one or a series of related transactions,
                                            there is a sale or transfer of all or substantially all of the assets of the Borrower, determined
                                            on a consolidated basis.



 


		c.	Conversion
                                            at Maturity. To the extent that the Outstanding Amount is not earlier reapid in cash
                                            or converted pursuant to the provisions of this Section 2, on the Maturity Date, the Outstanding
                                            Amount shall be automatically converted into shares of Common Stock at the Conversion Price,
                                            subject to adjustment as provided herein.



 


		d.	Mandatory
                                            Conversion. In the event the closing price of Borrower’s Common Stock on the Nasdaq
                                            Capital Market (or other national stock exchange or market on which the Common Stock is then
                                            listed or quoted) equals or exceeds $15.00 per share (which amount may be adjusted for certain
                                            capital events, such as stock splits, as described herein) for ten (10) consecutive trading
                                            days (a “Conversion Event”), then the Lender must convert the Outstanding
                                            Amount into shares of Common Stock of Borrower at the Conversion Price, subject to adjustment
                                            as provided herein. Borrower shall notify the Lender of a Conversion Event and the Lender
                                            shall convert the Outstanding Amount within five (5) days from receipt of notice of a Conversion
                                            Event from Borrower.



 






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		e.	Mandatory
                                            Exercise of the Warrants. All warrants issued to a Lender hereunder in connection with
                                            this Agreement are subject to a mandatory exercise whereby the Borrower shall have the right
                                            to require the warrant holder to exercise all or any portion of the warrant that is still
                                            unexercised for a cash exercise when the Common Stock on the Nasdaq Capital Market equals
                                            or exceeds $15.00 per share (which amount may be adjusted for certain capital events, such
                                            as stock splits, as described herein) for ten consecutive trading days. Borrower may exercise
                                            its right to require this exercise by giving the Lender written notice of the exercise through
                                            delivery of a mandatory exercise notice.



 


		(b)	In
                                            the event the Outstanding Amount is converted into Common Stock, the Lenders shall surrender
                                            this Agreement to the Borrower and this Agreement shall be thereupon cancelled. As soon as
                                            practicable, and at its expense, the Borrower shall issue and deliver to the Lenders a certificate
                                            or certificates representing the number of shares of Common Stock to which the Lenders is
                                            entitled upon such conversion.



 


		(c)	No
                                            fractional shares shall be issued upon the conversion of the Outstanding Amount and any and
                                            all accrued but unpaid interest thereon. In the Lender’s sole discretion, the Borrower
                                            shall either pay to the Lenders in cash the unconverted amount that would otherwise be converted
                                            into such factional share or interest or round the shares being issued upon conversion up
                                            to the nearest whole number.



 


		(d)	The
                                            Borrower covenants that it will at all times reserve and keep available out of its authorized
                                            and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the
                                            Outstanding Amount under this Agreement, free from preemptive rights or any other actual
                                            contingent purchase rights of persons other than the Lender, not less than such number of
                                            shares of Common Stock issuable upon conversion of the Outstanding Amount hereunder. The
                                            Borrower covenants that all shares of Common Stock that shall be so issuable shall, upon
                                            issue, be duly authorized, validly issued, fully paid and nonassessable.



 


		(e)	The
                                            issuance of shares of Common Stock on conversion of the Outstanding Amount shall be made
                                            without charge to the Lenders for any documentary stamp or similar taxes that may be payable
                                            in respect of the issue or delivery of such shares upon conversion.



 


		(f)	If
                                            Borrower, at any time while there is an Outstanding Amount, subdivides (by any stock split,
                                            stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares
                                            of Common Stock into a greater number of shares, the Conversion Price in effect immediately
                                            prior to such subdivision will be proportionately reduced. If Borrower, at any time while
                                            there is an Outstanding Amount, combines (by combination, reverse stock split or otherwise)
                                            one or more classes of its outstanding shares of Common Stock into a smaller number of shares,
                                            the Conversion Price in effect immediately prior to such combination will be proportionately
                                            increased. Any adjustment under this Section 2(f) shall become effective at the close of
                                            business on the date the subdivision or combination becomes effective.



 






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		(g)	The
                                            Lender understands that the shares of Common Stock issuable upon conversion of the Outstanding
                                            Amount will be “restricted securities” within the meaning of Rule 144 under the
                                            Securities Act of 1933, as amended (the “1933 Act”) and may not be sold,
                                            pledged, assigned or transferred and must be held indefinitely in the absence of (i) an effective
                                            registration statement under the 1933 Act and applicable state securities laws with respect
                                            thereto or (ii) an available exemption from, or in a transaction not subject to, the registration
                                            requirements of the 1933 Act as evidenced by an opinion of counsel satisfactory to the Borrower
                                            that such registration is not required. The certificates for the Common Stock issuable upon
                                            conversion of the Outstanding Amount shall bear the following or similar legend (in addition
                                            to such other restrictive legends as are required or deemed advisable under any applicable
                                            law or any other agreement to which the Borrower is a party):



 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
SOLD, DISTRIBUTED, OFFERED, PLEDGED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION, AN AVAILABLE EXEMPTION THEREFROM, OR A TRANSACTION NOT SUBJECT TO THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATES. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.”


 


The
Lender consents to the Borrower making a notation on its records or giving instructions to any transfer agent of the Common Stock in
order to implement the restrictions on transfer set forth and described herein.


 


		(h)	(iv)
                                            Notwithstanding anything herein to the contrary, any portion of the Outstanding Amount may
                                            not be converted and the Borrower shall not issue to the Lender any shares of Common Stock
                                            upon attempted conversion of any portion of the Outstanding Amount, to the extent, after
                                            giving effect to such issuance, (A) the aggregate number of shares of Common Stock issued
                                            upon conversion of the Outstanding Amount (and any other Notes issued under this Agreement)
                                            together with any shares of Common Stock issued or issuable pursuant to any other securities
                                            issued by the Borrower that are deemed aggregated with the shares of Common Stock issuable
                                            under this Agreement pursuant to applicable stock exchange listing rules, would be in excess
                                            of 4,961,669 shares of Common Stock, or (B) the Lender (together with the Lender’s
                                            affiliates and associates), would (i) beneficially own in excess of 19.99% of the number
                                            of shares of Common Stock outstanding immediately after giving effect to such issuance (the
                                            “Maximum Aggregate Ownership Amount”) or (ii) control in excess of 19.99%
                                            of the total voting power of the Borrower’s securities outstanding immediately after
                                            giving effect to such issuance that are entitled to vote on a matter being voted on by holders
                                            of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and
                                            until, in each of the above cases, the Borrower obtains stockholder approval permitting such
                                            issuance in accordance with applicable rules of the Nasdaq Capital Market (or any other applicable
                                            national securities exchange) (“Stockholder Approval”). For purposes of
                                            this paragraph, beneficial ownership shall be determined in accordance with Section 13(d)
                                            of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
                                            thereunder. If on any attempted conversion of the Outstanding Amount, the resulting issuance
                                            of shares of Common Stock would result in the Lender exceeding the Maximum Aggregate Ownership
                                            Amount or the Maximum Aggregate Voting Amount and the Borrower shall not have previously
                                            obtained Stockholder Approval at the time of conversion, then the Borrower shall only issue
                                            to the Lender such number of shares of Common Stock as may be issued below the Maximum Aggregate
                                            Ownership Amount or Maximum Aggregate Voting Amount, as the case may be. .



 






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	 	3.	Use
  of Proceeds. The Borrower shall use the Loan Amount to complete the development activities and additional activities as may be
  required from time to time (the “Purpose”).




 


	 	4.	Events
  of Default.




 


		(a)	The
                                            following shall constitute events of default (each an “Event of Default”):



 


		i.	default
                                            shall be made in the payment of any installment of principal or interest on the Loan Amount
                                            or any other sum secured hereby when due and the Borrower fails to cure such default within
                                            ten (10) days after written notice of default is sent to the Borrower;



 


		ii.	there
                                            is a material default by the Borrower in the observance or performance of any non-monetary
                                            covenant or agreement contained herein and the Borrower fails to cure such default within
                                            thirty (30) days after written notice of default is sent to the Borrower (or within such
                                            other longer time period as may be therein specifically provided);



 


		iii.	failure
                                            of the Borrower to comply in any way with the obligations, terms, covenants or conditions
                                            contained in this Agreement, or breach by the Borrower of any obligations, covenant, representation
                                            or warranty contained in this Agreement that is not cured within thirty (30) days from the
                                            date the Lenders delivers notice of such failure or breach to the Borrower;



 


		iv.	filing
                                            of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws
                                            by or against the Borrower, which filing or proceeding, is not dismissed within sixty (60)
                                            days after the filing or commencement thereof, or if the Borrower shall cease or suspend
                                            the conduct of its usual business or if the Borrower shall become, or in light of its usual
                                            business conditions is likely to become, insolvent and is unable to pay its debts or liabilities
                                            as they fall due;



 


		v.	a
                                            petition to a court of competent jurisdiction shall be filed for the entry of an order, judgment
                                            or decree approving a petition filed against the Borrower seeking any reorganization, dissolution
                                            or similar relief under any present or future federal, state or other statute, law or regulation
                                            relating to bankruptcy, insolvency or other relief for debtors, and such petition shall remain
                                            unvacated or not removed for an aggregate of sixty (60) days (whether or not consecutive)
                                            from the first date of entry thereof or rejected by such court; or any trustee, receiver
                                            or liquidator of the Borrower or of all or any part of the assets, or of any or all of the
                                            royalties, revenues, rents, issues or profits thereof, shall be appointed without the consent
                                            or acquiescence of the Borrower and such appointment shall remain unvacated and unstayed
                                            for an aggregate of sixty (60) days (whether or not consecutive);



 






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		vi.	a
                                            writ of execution or attachment or any similar process shall be issued or levied against
                                            all of the Borrower’s assets, or any judgment involving monetary damages shall be entered
                                            against the Borrower which shall become a lien on all of the Borrower’s assets and
                                            such execution, attachment or similar process or judgment is not released, bonded, satisfied,
                                            vacated or stayed within sixty (60) days after its entry or levy;



 


		vii.	the
                                            Borrower ceases or threatens to cease to carry on its business; or



 


		viii.	the
                                            Borrower admits its inability to pay its debts upon their falling due.



 


		(b)	If,
                                            at any time, an Event of Default shall occur, all obligations under this Agreement shall
                                            become immediately due and payable without presentment, demand or protest, all of which are
                                            hereby waived by the Borrower.



 


		5.	Representations
                                            and Warranties. The Borrower represents and warrants to the Lenders (and to the extent
                                            identified below, each Lender represents and warrants to the Borrower) as follows:



 


		(a)	The
                                            Borrower is duly incorporated, validly existing and in good standing under the laws of the
                                            State of Nevada. The Borrower has full power and authority to consummate the transactions
                                            contemplated hereunder, and the consummation of such transactions and the performance of
                                            this Agreement by the Borrower does not violate the provisions of any applicable law, and
                                            will not result in any material breach of, or constitute a material default under any agreement
                                            or instrument to which the Borrower is a party or under which the Borrower is bound.



 


		(b)	The
                                            execution and performance of this Agreement by the Borrower have been duly authorized by
                                            all necessary actions. This Agreement has been duly executed and delivered by the Borrower
                                            and each Lender and this Agreement is the legal, valid, and binding obligation of the Borrower
                                            and each of the Lenders, and is fully enforceable against the Borrower and such Lenders according
                                            to its terms.



 


		(c)	All
                                            of the shares of Common Stock to be issued upon the conversion of the Outstanding Amount
                                            (as defined below) shall be, when issued, duly authorized, validly issued, fully paid, non-assessable
                                            free and clear of all liens, pledges, security interests, charges and encumbrances.



 






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		(d)	The
                                            securities and shares of Common Stock issuable hereby are being acquired for each Lender’s
                                            own account, not as nominee or agent, and not with a view to, or for resale in connection
                                            with, any distribution or public offering thereof within the meaning of the 1933 Act.



 


		(e)	Each
                                            Lender has such knowledge and experience in financial or business matters that it is capable
                                            of evaluating the merits and risks of the investment in connection with the transactions
                                            contemplated in this Agreement. Such Lender has, in connection with its decision to purchase
                                            the securities hereunder, relied only upon the representations and warranties contained herein.
                                            Further, each Lender has had such opportunity to obtain additional information and to ask
                                            questions of, and receive answers from, the Borrower, concerning the terms and conditions
                                            of the investment and the business and affairs of the Borrower, as such Lender considers
                                            necessary in order to form an investment decision.



 


		(f)	Each
                                            Lender is an “accredited investor” as such term is defined in Rule 501(a) of
                                            the rules and regulations promulgated under the 1933 Act. Each Lender is not purchasing the
                                            securities hereunder as a result of any advertisement, article, notice or other communication
                                            regarding the securities published in any newspaper, magazine or similar media or broadcast
                                            over the television or radio or presented at any seminar or any other general solicitation
                                            or general advertisement.



 


		6.	Waiver;
                                            Non-Negotiable. The Borrower, for itself and each of its legal representatives, hereby
                                            waives presentment for payment, demand, right of setoff, notice of nonpayment, notice of
                                            dishonor, protest of any dishonor, notice of protest and protest of this Agreement, and all
                                            other notices in connection with the delivery, acceptance, performance, default or enforcement
                                            of the obligations under this Agreement. This Agreement is non-negotiable.



 


		7.	Further
                                            Assurances. The Parties shall perform such further acts and execute such further documents
                                            as may reasonably be necessary to carry out and give full effect to the provisions of this
                                            Agreement.



 


		8.	Miscellaneous



 


		(a)	Entire
                                            Agreement; Amendments. This Agreement constitutes the entire understanding of the Parties
                                            hereto with respect to the subject matter hereof and supersedes all prior written and oral
                                            understandings of such parties with regard thereto. This Agreement may be modified, amended,
                                            or any term hereof waived with the written consent of the Borrower and the Lenders holding
                                            the majority of the Loan Amount. Any amendment effected in accordance with this Section 8(a)
                                            shall be binding upon all Parties and their respective successors and assignees.



 


		(b)	Governing
                                            Law; Jurisdiction. This Agreement shall be governed by and construed according to the
                                            laws of the State of New York without regard to the conflict of laws provisions thereof.
                                            Any dispute arising under or in relation to this Agreement shall be resolved in the competent
                                            courts of the State of New York, and each of the Parties hereby submits irrevocably to the
                                            jurisdiction of such court.



 






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		(c)	Notices.
                                            All notices and other communications required or permitted hereunder to be given to a Party
                                            to this Agreement shall be in writing and shall be telecopied or mailed by registered or
                                            certified mail, postage prepaid, or otherwise delivered by hand or by messenger. Any notice
                                            sent in accordance with this Agreement shall be effective (i) if mailed, seven (7) business
                                            days after mailing to the address set forth each Party’s signature below, (ii) if sent
                                            by messenger, upon delivery, and (iii) if sent via telecopier, upon transmission and electronic
                                            confirmation of receipt or (if transmitted and received on a non-business day) on the first
                                            business day following transmission and electronic confirmation of receipt. Additionally,
                                            a copy of each notice sent or delivered to the Borrower (which does not constitute a notice)
                                            shall be sent or delivered to Mark Cohen, Esq., c/o Pearl Cohen Zedek Latzer Baratz LLP,
                                            Times Square Tower, 7 Times Square, New York, NY 10036.
	 	 	 
		(d)	Assignment;
                                            Waiver. This Agreement may not be assigned by the Borrower without the prior written
                                            consent of the Lender. The Lenders may not assign this Agreement without the prior written
                                            consent of the Borrower. This Agreement shall be binding upon the successors, assigns and
                                            representatives of each Party. No delay or omission to exercise any right, power, or remedy
                                            accruing to any Party upon any breach or default under this Agreement, shall be deemed a
                                            waiver of any other breach or default theretofore or thereafter occurring. All remedies,
                                            either under this Agreement or by law or otherwise afforded to any of the Parties, shall
                                            be cumulative and not alternative.
	 	 	 
		(e)	Severability.
                                            If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable
                                            under applicable law, then such provision shall be excluded from this Agreement and the remainder
                                            of this Agreement shall be interpreted as if such provision were so excluded and shall be
                                            enforceable in accordance with its terms; provided, however, that in such event this Agreement
                                            shall be interpreted so as to give effect, to the greatest extent consistent with and permitted
                                            by applicable law, to the meaning and intention of the excluded provision as determined by
                                            such court of competent jurisdiction.
	 	 	 
		(f)	Counterparts.
                                            This Agreement may be executed in any number of counterparts, each of which shall be deemed
                                            an original but all of which together shall constitute one and the same instrument.
	 	 	 
		(g)	Borrower
                                            bank account instruction:



 


JP
Morgan Chase Bank


Account
Name: Orgenesis Inc.


Account
#: 000000949139307


Wire
Routing Numbers:


Domestic
- 021000021


International
(also referred to as Swift Code) - CHASUS33


ACH
Routing Numbers: 022300173


Company
Contact: Neil Reithinger, Chief Financial Officer - (480) 659-6404


Bank
Contact: Michelle Erny – (602) 697-4497


 


[Remainder
of Page Intentionally Left Blank]


 




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IN
WITNESS WHEREOF, the Parties have executed this Convertible Loan Agreement as of the date first above written.


 


THE
BORROWER


 


ORGENESIS
INC.


 





	By:	/s/
    Vered Caplan	 
	Name:
    	Vered
    Caplan	 
	Title:
    	Chief
    Executive Officer	 
	Address:	20271
    Goldenrod lane	 
	Germantown,
    Maryland, 20776 USA	 





 


LENDER


 


	Southern Israel Bridging Fund Two, LP	 
	By:	/s/
                                            Or Ben Shoshan & Aviv Cohen
	 
	Name:	 Or Ben Shoshan & Aviv Cohen	 
	Title:	Authorized signatories of the general partner	 
	Address:	6 Dekel St’, P.O.Box 17276 Beer Sheva,
Israel	 




 






    	 



    	 



    

 


EXHIBIT
A


 


Closing


 


	Name
    of Lender	 	Loan
    Amount	 	 	Number
    of Warrants	 	 	Date	 
	Southern
    Israel Bridging Fund Two, LP	 	$	5,000,000	 	 	 	277,778	 	 	 	May
                                            11th, 2022	 
	Total	 	$	5,000,000	 	 	 	277,778	 	 	 	 	 



 




    	 



    	 



    

 


EXHIBIT
B


 


NOTICE
OF CONVERSION


 


The
undersigned hereby irrevocably elects to convert $_______________ of the Outstanding Amount into shares of Common Stock of Orgenesis
Inc., according to the terms and conditions stated therein, as of the Conversion Date written below.


 


Conversion
calculations:


 


	 	Date
    to Effect Conversion: ____________________________
	 	 
	 	Principal
    Loan Amount to be Converted: $__________________
	 	 
	 	Accrued
    Interest to be Converted, if any: $______________
	 	 
	 	Conversion
    Price: $_________________
	 	 
	 	 

    Number
    of Conversion Shares: ____________

	 	 
	 	Signature:
    _________________________________________
	 	 
	 	Name:
    ____________________________________________
	 	 
	 	Address
    for Delivery of Conversion Shares: ____________________
	 	_____________________________________________________
    
	 	_____________________________________________________
	 	 
	 	Or,
    if eligible:
	 	 
	 	DWAC
    Instructions: _________________________________
	 	 
	 	Broker
    No:_____________
	 	Account
    No: _______________