SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 24th, 2023 • Orgenesis Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 23, 2023, between Orgenesis Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT ORGENESIS INC.Common Stock Purchase Warrant • November 8th, 2023 • Orgenesis Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_______] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November 9, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 9, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Orgenesis Inc., a Nevada corporation (the “Company”), up to 1,410,256 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 8th, 2023 • Orgenesis Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November [*], 2023, between Orgenesis Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Exhibit 10.2 LICENSE AGREEMENT This License Agreement (this "AGREEMENT") is made and entered into on 2nd day of February, 2012 (the "EFFECTIVE DATE"), by and between TEL HASHOMER - MEDICAL RESEARCH, INFRASTRUCTURE AND SERVICES LTD., a private company...License Agreement • February 8th, 2012 • Orgenesis Inc. • Services-business services, nec
ORGENESIS INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementOrgenesis Inc. • December 20th, 2018 • Pharmaceutical preparations • New York
Orgenesis Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2013 • Orgenesis Inc. • Pharmaceutical preparations • New York
Orgenesis, Inc., a Nevada corporation, with its principal office at 21 Sparrow Circle, White Plains, NY, 10605 (hereinafter referred to as the “Company”),
INVESTMENT AGREEMENTInvestment Agreement • December 17th, 2013 • Orgenesis Inc. • Pharmaceutical preparations • New York
THIS INVESTMENT AGREEMENT (hereinafter referred to as the “Agreement”), dated as of December 13, 2013 (the “Execution Date”) by and between
Exhibit 10.3 THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933,...Business Outsourcing Service, Inc. • April 2nd, 2009 • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2022 • Orgenesis Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 30, 2022, by and among Orgenesis Inc., a Nevada corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 24th, 2023 • Orgenesis Inc. • Pharmaceutical preparations • New York
This agreement (the “Agreement”) constitutes the agreement between Joseph Gunnar & Co., LLC (the “Placement Agent”) and Orgenesis Inc., a Nevada corporation (the “Company”), pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of shares (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”) (or Pre-Funded Warrants in lieu of Common Stock, as applicable) and Warrants (collectively, the “Warrants”) to purchase shares of Common Stock (the shares of Common Stock underlying the Warrants, collectively with the Warrants and the Shares, the “Securities”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or authority to
Exhibit 10.2 Consultancy Agreement This Consultancy Agreement (the "AGREEMENT") is entered into by and between: WEINBERG DALYO INC, a corporation incorporated and existing under the laws of the state of New York, USA, whose address is: 21 Sparrow...Consultancy Agreement • March 15th, 2012 • Orgenesis Inc. • Services-business services, nec
ORGENESIS INC.,Orgenesis Inc. • March 19th, 2018 • Pharmaceutical preparations • New York
EXHIBIT 10.1 THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED...Private Placement Subscription Agreement • February 8th, 2012 • Orgenesis Inc. • Services-business services, nec • Nevada
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF ORGENESIS INC.Orgenesis Inc. • March 7th, 2024 • Pharmaceutical preparations
This Warrant is issued to XXXX, or its registered assigns (including any successors or assigns, the “Purchaser”), pursuant to that certain Securities Purchase Agreement, dated as of March 3, 2024, among Orgenesis Inc., a Nevada corporation (the “Company”), and the Purchaser (the “Purchase Agreement”) and is subject to the terms and conditions of the Purchase Agreement.
ORGENESIS INC. (the “Issuer”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (CONVERTIBLE NOTE) INSTRUCTIONS TO SUBSCRIBERSubscription Agreement • December 14th, 2018 • Orgenesis Inc. • Pharmaceutical preparations • Nevada
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from Orgenesis Inc. (the “Issuer”) a 2% Unsecured Convertible Note of the Issuer (the “Note”) in the principal amount set forth below. The form of the Note is attached to this Subscription Agreement as Exhibit C. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Note”.
EXHIBIT 10.1 PERSONAL EMPLOYMENT AGREEMENT THIS PERSONAL EMPLOYMENT AGREEMENT (the "AGREEMENT") is made and entered into with effect from February 2nd , 2012 by and between ORGENESIS LTD. (the "COMPANY"), and Jacob Ben Arie (the "EMPLOYEE"). WHEREAS,...Personal Employment Agreement • March 15th, 2012 • Orgenesis Inc. • Services-business services, nec
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2023 • Orgenesis Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (“Agreement”) is made as of August 31, 2023 (the “Effective Date”), by and among Orgenesis Inc., a Nevada corporation (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the “Schedule of Purchasers”). Such persons and entities are hereinafter collectively referred to herein as “Purchasers” and each individually as a “Purchaser.”
ContractPrivate Placement Subscription Agreement • April 14th, 2016 • Orgenesis Inc. • Pharmaceutical preparations • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
RECITALSAffiliate Stock Purchase Agreement • July 7th, 2011 • Business Outsourcing Service, Inc. • Services-business services, nec • Nevada
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • May 23rd, 2022 • Orgenesis Inc. • Pharmaceutical preparations • New York
THIS CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is made as of the 19th 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2020 • Orgenesis Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of January 20, 2020, by and among Orgenesis Inc., a Nevada corporation (the "Company"), and the investors signatory hereto (each a "Purchaser" and collectively, the "Purchasers").
STOCK PURCHASE AGREEMENT by and among Masthercell Global Inc., Orgenesis Inc., and GPP-II Masthercell, LLC Dated June 28, 2018Stock Purchase Agreement • June 29th, 2018 • Orgenesis Inc. • Pharmaceutical preparations • Delaware
This Stock Purchase Agreement (this “Agreement”) is entered into on June 28, 2018 by and among GPP-II Masthercell, LLC, a Delaware limited liability company (“Investor”), Masthercell Global Inc., a Delaware corporation (the “Company”), and Orgenesis Inc., a Nevada corporation (“Orgenesis Parent”). Investor, the Company, and Orgenesis Parent are referred to collectively herein as the “Parties” and individually as a “Party”.
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • December 29th, 2023 • Orgenesis Inc. • Pharmaceutical preparations
THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this date December 28, 2023 by and between Orgenesis INC., a Nevada corporation, with a business address at 20271 Goldenrod Lane, Germantown, MD 20876 (the “Company”), and Victor Miller of 230 9th Street, Wilmette, IL 60091 (the “Employee”).
STOCK OPTION AGREEMENTStock Option Agreement • August 7th, 2020 • Orgenesis Inc. • Pharmaceutical preparations • Nevada
This AGREEMENT made as of the date of the grant set forth in Exhibit A (the “Effective Date”) by and between Orgenesis Inc., a company formed under the laws of Nevada, and having a place of business at 20271 Goldenrod Lane, Germantown, MD 20876 (the “Company”) and the individual whose name and address appears under his or her signature below (the “Participant”).
Unsecured Convertible Note Extension AgreementConvertible Note Extension Agreement • November 4th, 2021 • Orgenesis Inc. • Pharmaceutical preparations • Nevada
This Unsecured Convertible Note Extension Agreement (“Extension”) is entered into as of September 13, 2021 (the “Effective Date”), by and between Orgenesis Inc. (“Borrower”) and Yehuda Nir (“Lender”). Borrower and Lender may each be referred to herein as a “Party,” and collectively as the “Parties”
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • June 29th, 2018 • Orgenesis Inc. • Pharmaceutical preparations • New York
This Technology Transfer Agreement (this “Agreement”) is effective as of June 28, 2018 (the “Effective Date”), by and between Masthercell Global Inc., a Delaware corporation (“MTH Global”), and Orgenesis Inc., a Nevada corporation (including its Affiliates, “Orgenesis”). MTH Global and Orgenesis are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ORGENESIS INC. (the "Issuer") PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (CONVERTIBLE NOTE) INSTRUCTIONS TO SUBSCRIBEROrgenesis Inc. • November 7th, 2019 • Pharmaceutical preparations • New York
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • October 12th, 2018 • Orgenesis Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (this “Agreement”) is entered into as of 8th of June, 2018 (“Effective Date”), by and between Mircod Limited., a company duly registered under the laws of Cyprus having an address at Nikodimou Milona 28, Limassol 3095 (“Mircod”) and Orgenesis, Inc, having an address at 20271 Goldenrod Lane, Germantown, Md, 20876, USA (“ORGS”). (Mircod and ORGS may be individually referred to as a “Party” and collectively as the “Parties”) WHEREAS, Mircod is engaged in development of Hardware and Software IoT related solutions; and WHEREAS, ORGS is a company engaged in the development of innovative therapeutic products; and WHEREAS, the Parties wish to collaborate in the adaptation of the Mircod Background Technology (as defined below) for use for biological related development and manufacturing purposes and to meet the specifications set forth in Exhibit A attached hereto, all in accordance with the development plan to be agreed upon in writing by the Parties wi
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • January 13th, 2023 • Orgenesis Inc. • Pharmaceutical preparations • New York
THIS CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is made as of the 10th day of January, 2023 (“Effective Date”), by and among the lender listed on Exhibit A hereto (“Lender”) and Orgenesis Inc. (“Borrower” or “Orgenesis”) and together with the Lender, each a “Party” and together the “Parties”).
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • November 13th, 2023 • Orgenesis Inc. • Pharmaceutical preparations • New York
THIS CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is made as of the 29th day of September, 2023 (“Effective Date”), by and between Sai Traders, having an address at 3rd Floor, ALTIUS, 1, OLYMPIA TECHNOLOGY PARK, Guindy, SIDCO Industrial Estate, Chennai, Tamil Nadu 600032 (“Lender”), and Koligo Therapeutics, Inc., a Kentucky corporation., of 2113 State Street New Albany, IN 47150 and wholly-owned subsidiary of Orgenesis Inc. ( “Borrower”) (Lender, together with Borrower, each a “Party” and together, the “Parties”).
STOCK PURCHASE AGREEMENT by and among ORGENESIS INC., GPP-II MASTHERCELL, LLC, MASTHERCELL GLOBAL INC., AND CATALENT PHARMA SOLUTIONS, INC. Dated as of February 2, 2020Stock Purchase Agreement • February 3rd, 2020 • Orgenesis Inc. • Pharmaceutical preparations • Delaware
This STOCK PURCHASE AGREEMENT, dated as of February 2, 2020 (this "Agreement"), is entered into by and among Orgenesis Inc., a Nevada corporation ("Seller One"), GPP-II Masthercell, LLC, a Delaware limited liability company ("Seller Two," and together with Seller One, the "Sellers," and each a "Seller"), Masthercell Global Inc., a Delaware corporation (the "Company"), and Catalent Pharma Solutions, Inc., a Delaware corporation ("Buyer").
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 10th, 2014 • Orgenesis Inc. • Pharmaceutical preparations • Nevada
ADVISORY SERVICES AND MONITORING AGREEMENTAdvisory Services and Monitoring Agreement • November 7th, 2022 • Orgenesis Inc. • Pharmaceutical preparations • Delaware
This Advisory Services AND MONITORING Agreement (this “Agreement”) is entered into as of November 4, 2022, by and between Morgenesis LLC, a Delaware limited liability company (the “Company” and, together with its subsidiaries, the “Company Group”), and Metalmark Management II LLC (the “Advisor”).
FORM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • October 1st, 2020 • Orgenesis Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of _________ ___, 2020, is made and entered into by and among Orgenesis Inc., a Nevada corporation (the “Company”), and the other parties listed under the heading “Holders” on the signature pages hereto (each such other party, together with any Person (as defined below) who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
RESEARCH SERVICES AGREEMENTResearch Services Agreement • April 13th, 2012 • Orgenesis Inc. • Services-business services, nec
This Research Services Agreement (the "Agreement") is entered into as of this 22nd day of March, 2012 (the "Effective Date") by and between Tel Hashomer - Medical Research, Infrastructure and Services Ltd. ("THM") and Orgenesis Ltd. (the "Company").
