Orgenesis Inc. Sample Contracts

Orgenesis Inc. – ORGENESIS INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement (December 20th, 2018)

Orgenesis Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

Orgenesis Inc. – EXHIBIT C FORM OF NOTE (December 14th, 2018)

THIS CONVERTIBLE NOTE (THE “NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, PLEDGED, SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS AN EXEMPTION EXISTS OR UNLESS SUCH DISPOSITION IS NOT SUBJECT TO THE SECURITIES ACT OR STATE SECURITIES LAWS, AND THE AVAILABILITY OF ANY EXEMPTION OR THE INAPPLICABILITY OF SUCH SECURITIES LAWS MUST BE ESTABLISHED BY AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL WILL BE REASONABLY SATISFACTORY TO THE COMPANY.

Orgenesis Inc. – EXHIBIT C FORM OF NOTE (December 14th, 2018)

THIS CONVERTIBLE NOTE (THE “NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, PLEDGED, SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS AN EXEMPTION EXISTS OR UNLESS SUCH DISPOSITION IS NOT SUBJECT TO THE SECURITIES ACT OR STATE SECURITIES LAWS, AND THE AVAILABILITY OF ANY EXEMPTION OR THE INAPPLICABILITY OF SUCH SECURITIES LAWS MUST BE ESTABLISHED BY AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL WILL BE REASONABLY SATISFACTORY TO THE COMPANY.

Orgenesis Inc. – ORGENESIS INC. (the “Issuer”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (CONVERTIBLE NOTE) INSTRUCTIONS TO SUBSCRIBER (December 14th, 2018)
Orgenesis Inc. – ORGENESIS INC. (the “Issuer”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (CONVERTIBLE NOTE) INSTRUCTIONS TO SUBSCRIBER (December 14th, 2018)
Orgenesis Inc. – EXHIBIT D FORM OF WARRANT THESE WARRANTS ARE NOT TRANSFERABLE (December 14th, 2018)

This is to certify that, for value received, ________________ (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 ____________, 2018 to 5:00 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. (the “Company”) set out above, by surrendering to the Company, at its offices at 20271 Goldenrod Lane, Germantown, MD 20876, 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 man

Orgenesis Inc. – ORGENESIS INC. (the “Issuer”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (CONVERTIBLE NOTE) INSTRUCTIONS TO SUBSCRIBER (December 6th, 2018)
Orgenesis Inc. – ORGENESIS INC. (the “Issuer”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (CONVERTIBLE NOTE) INSTRUCTIONS TO SUBSCRIBER (December 6th, 2018)
Orgenesis Inc. – EXHIBIT C FORM OF NOTE (December 6th, 2018)

THIS CONVERTIBLE NOTE (THE “NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, PLEDGED, SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS AN EXEMPTION EXISTS OR UNLESS SUCH DISPOSITION IS NOT SUBJECT TO THE SECURITIES ACT OR STATE SECURITIES LAWS, AND THE AVAILABILITY OF ANY EXEMPTION OR THE INAPPLICABILITY OF SUCH SECURITIES LAWS MUST BE ESTABLISHED BY AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL WILL BE REASONABLY SATISFACTORY TO THE COMPANY.

Orgenesis Inc. – EXHIBIT C FORM OF NOTE (December 6th, 2018)

THIS CONVERTIBLE NOTE (THE “NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, PLEDGED, SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS AN EXEMPTION EXISTS OR UNLESS SUCH DISPOSITION IS NOT SUBJECT TO THE SECURITIES ACT OR STATE SECURITIES LAWS, AND THE AVAILABILITY OF ANY EXEMPTION OR THE INAPPLICABILITY OF SUCH SECURITIES LAWS MUST BE ESTABLISHED BY AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL WILL BE REASONABLY SATISFACTORY TO THE COMPANY.

Orgenesis Inc. – EXHIBIT D FORM OF WARRANT THESE WARRANTS ARE NOT TRANSFERABLE (December 6th, 2018)

This is to certify that, for value received, ________________ (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 October __, 2018 to 5:00 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. (the “Company”) set out above, by surrendering to the Company, at its offices at 20271 Goldenrod Lane, Germantown, MD 20876, 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 manne

Orgenesis Inc. – (the “Issuer”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (CONVERTIBLE NOTE) INSTRUCTIONS TO SUBSCRIBER (November 28th, 2018)
Orgenesis Inc. – EXHIBIT C FORM OF NOTE (November 28th, 2018)

THIS CONVERTIBLE NOTE (THE “NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, PLEDGED, SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS AN EXEMPTION EXISTS OR UNLESS SUCH DISPOSITION IS NOT SUBJECT TO THE SECURITIES ACT OR STATE SECURITIES LAWS, AND THE AVAILABILITY OF ANY EXEMPTION OR THE INAPPLICABILITY OF SUCH SECURITIES LAWS MUST BE ESTABLISHED BY AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL WILL BE REASONABLY SATISFACTORY TO THE COMPANY.

Orgenesis Inc. – EXHIBIT D FORM OF WARRANT THESE WARRANTS ARE NOT TRANSFERABLE (November 28th, 2018)

This is to certify that, for value received, ________________ (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 October __, 2018 to 5:00 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. (the “Company”) set out above, by surrendering to the Company, at its offices at 20271 Goldenrod Lane, Germantown, MD 20876, 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 manne

Orgenesis Inc. – EXHIBIT C FORM OF NOTE (November 28th, 2018)

THIS CONVERTIBLE NOTE (THE “NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, PLEDGED, SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS AN EXEMPTION EXISTS OR UNLESS SUCH DISPOSITION IS NOT SUBJECT TO THE SECURITIES ACT OR STATE SECURITIES LAWS, AND THE AVAILABILITY OF ANY EXEMPTION OR THE INAPPLICABILITY OF SUCH SECURITIES LAWS MUST BE ESTABLISHED BY AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL WILL BE REASONABLY SATISFACTORY TO THE COMPANY.

Orgenesis Inc. – ORGENESIS INC. (the “Issuer”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (CONVERTIBLE NOTE) INSTRUCTIONS TO SUBSCRIBER (November 28th, 2018)
Orgenesis Inc. – ORGENESIS INC. (the “Issuer”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (CONVERTIBLE NOTE) INSTRUCTIONS TO SUBSCRIBER (November 20th, 2018)
Orgenesis Inc. – EXHIBIT C FORM OF NOTE (November 20th, 2018)

THIS CONVERTIBLE NOTE (THE “NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, PLEDGED, SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS AN EXEMPTION EXISTS OR UNLESS SUCH DISPOSITION IS NOT SUBJECT TO THE SECURITIES ACT OR STATE SECURITIES LAWS, AND THE AVAILABILITY OF ANY EXEMPTION OR THE INAPPLICABILITY OF SUCH SECURITIES LAWS MUST BE ESTABLISHED BY AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL WILL BE REASONABLY SATISFACTORY TO THE COMPANY.

Orgenesis Inc. – EXHIBIT C FORM OF NOTE (November 20th, 2018)

THIS CONVERTIBLE NOTE (THE “NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, PLEDGED, SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS AN EXEMPTION EXISTS OR UNLESS SUCH DISPOSITION IS NOT SUBJECT TO THE SECURITIES ACT OR STATE SECURITIES LAWS, AND THE AVAILABILITY OF ANY EXEMPTION OR THE INAPPLICABILITY OF SUCH SECURITIES LAWS MUST BE ESTABLISHED BY AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL WILL BE REASONABLY SATISFACTORY TO THE COMPANY.

Orgenesis Inc. – ORGENESIS INC. (the “Issuer”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (CONVERTIBLE NOTE) INSTRUCTIONS TO SUBSCRIBER (November 20th, 2018)
Orgenesis Inc. – EXHIBIT D FORM OF WARRANT THESE WARRANTS ARE NOT TRANSFERABLE (November 20th, 2018)

This is to certify that, for value received, ________________(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 October __, 2018 to 5:00 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. (the “Company”) set out above, by surrendering to the Company, at its offices at 20271 Goldenrod Lane, Germantown, MD 20876, 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

Orgenesis Inc. – COLLABORATION AND LICENSE AGREEMENT (October 12th, 2018)

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”).

Orgenesis Inc. – COLLABORATION AND LICENSE AGREEMENT _______ (July 17th, 2018)

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”).

Orgenesis Inc. – TECHNOLOGY TRANSFER AGREEMENT (June 29th, 2018)

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. – CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (June 29th, 2018)

This Contribution, Assignment and Assumption Agreement (this “Agreement”) is made and entered into effective as of June __, 2018 (this “Effective Date”) by and among Masthercell Global Inc., a Delaware corporation (the “Company”) and Orgenesis, Inc., a Nevada corporation (the “Assignor”).

Orgenesis Inc. – MASTHERCELL GLOBAL INC. STOCKHOLDERS’ AGREEMENT (June 29th, 2018)

This Stockholders’ Agreement (this “Agreement”) is entered into as of June 28, 2018 by and among Masthercell Global Inc. a Delaware corporation (the “Company”), GPP-II Masthercell, LLC, a Delaware limited liability company (“GPP”), Orgenesis Inc., a Nevada corporation (“Orgenesis”), the Management Holders and any other Person who may from time to time become party to this Agreement and be bound by its provisions.

Orgenesis Inc. – STOCK PURCHASE AGREEMENT by and among Masthercell Global Inc., Orgenesis Inc., and GPP-II Masthercell, LLC Dated June 28, 2018 (June 29th, 2018)

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”.

Orgenesis Inc. – ADVISORY SERVICES AGREEMENT (June 29th, 2018)

THIS ADVISORY SERVICES AGREEMENT (this “Agreement”), effective as of June 28, 2018, is by and between Masthercell Global Inc., a Delaware corporation (the “Company”), and Great Point Partners, LLC, a Delaware limited liability company (“Great Point” and together with the Company, sometimes referred to individually as the “Party” and collectively as “Parties”).

Orgenesis Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MASTHERCELL GLOBAL INC. (June 29th, 2018)

The undersigned, as President of Masthercell Global Inc., a Delaware corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “Corporation”), does hereby certify that:

Orgenesis Inc. – ORGENESIS INC., (March 19th, 2018)
Orgenesis Inc. – Contract (July 24th, 2017)

AMENDMENT No. 1 (“Amendment”) TO EXECUTIVE EMPLOYMENT AGREEMENT is made this 10th day of May 2017 between ORGENESIS INC. (the “Company”) and VERED CAPLAN (“Executive”).

Orgenesis Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (July 24th, 2017)

This Employment Agreement (the “Agreement”), made and entered into this 30th day of March 2017 by and between Orgenesis Inc., a Nevada corporation (the “Company”), and Vered Caplan (“Executive”).

Orgenesis Inc. – Joint Venture Agreement (February 28th, 2017)

This Joint Venture Agreement ("Agreement") is entered into this 14, day of March, 2016 (the "Effective Date"), by and between Orgenesis, Inc. a corporation incorporated in Nevada, USA, having an address at Signed, ("Orgenesis"); CureCell Co., Ltd. a company organized in Korea having an address at 704 Gwangyo Business Center, 156 Gwanggyo-ro, Yeongtong-gu, Suwon, South Korea ("CureCell"); (CureCell together with Orgenesis, the "Parties" and each a "Party").

Orgenesis Inc. – RELEASE AGREEMENT (November 23rd, 2016)

THIS AGREEMENT is dated and effective as of the 18th day of November 2016 by and between Orgenesis Maryland Inc. (the “Company”) and Scott Carmer (the “Employee”).

Orgenesis Inc. – STRATEGIC ADVISORY AGREEMENT (November 23rd, 2016)

This Strategic Advisory Agreement (this “Agreement”), dated effective as of November 18, 2016, (the “Effective Date”) is entered into by and between Orgenesis Inc., a Nevada corporation (herein referred to as the “Company”) and Scott Carmer (herein referred to as the “Advisor”). Advisor and the Company are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.”