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”).
PLACEMENT AGENCY AGREEMENT November 8, 2023Placement Agency Agreement • November 8th, 2023 • Orgenesis Inc. • Pharmaceutical preparations • New York
Introduction. Subject to the terms and conditions herein (this “Agreement”), Orgenesis Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of approximately $1.1 million of securities of the Company, including, but not limited to, shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) (or pre-funded warrants in lieu of Common Stock, as applicable (the “Pre-funded Warrants”)) and warrants (the “Warrants) to purchase shares of Common Stock (the shares of Common Stock underlying the Pre-Funded Warrants, the Pre-funded Warrants, and the Shares, are referred to herein as the “Registered Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Titan Partners Group LLC, a division of American Capital Partners, LLC (together with its affiliates, “Titan Partners” or the “Placement Agent”) as placement agent. The documents executed and delivered by the Company and the
