Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2024

ORGENESIS INC.

(Exact name of registrant as specified in its charter)

Nevada		001-38416		98-0583166
(State or other jurisdiction of incorporation		(Commission File Number)		(IRS Employer Identification No.)

20271 Goldenrod Lane, Germantown, MD 20876

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (480) 659-6404

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ORGS		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Private Placement Offering

On March 3, 2024, Orgenesis Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (each an “Investor” and, collectively, the “Investors”), pursuant to which the Company agreed to issue and sell, in a private placement (the “Offering”), 2,272,719 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $1.03 per share (the “Shares”) and warrants to purchase up to 2,272,719 shares of Common Stock at an exercise price of $1.50 per share and warrants to purchase up to 2,272,719 shares of Common Stock at an exercise price of $2.00 per share (collectively, the “Warrants”). The Company received gross proceeds of approximately $2.3 million before deducting related offering expenses. The Company intends to use the proceeds of this financing primarily for general corporate purposes. The Offering closed on March 5, 2024.

Securities Purchase Agreement

The Purchase Agreement contains representations and warranties of the Company and the Investors, which are typical for transactions of this type. In addition, the Purchase Agreement contains customary covenants on the Company’s part that are typical for transactions of this type.

Warrants

The Warrants entitle the holders to purchase up to an aggregate of 2,272,719 shares of Common Stock at an exercise price of $1.50 per share and up to an aggregate of 2,272,719 shares of Common Stock at an exercise price of $2.00 per share. The Warrants are exercisable immediately and expire five years from the date of issuance. Under the terms of the Warrants, the Company may not effect the exercise of any portion of any Warrant, and a holder will not have the right to exercise any portion of any Warrant, which, upon giving effect to such exercise, would cause a holder (together with its affiliates) to own more than a specified beneficial ownership limitation of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage to any other percentage, provided that any increase in such percentage shall not be effective until 61 days after such notice is delivered to the Company.

The exercise price and the number of shares issuable upon exercise of the Warrants (the “Underlying Shares”) will be subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock.

The Shares, Warrants and Underlying Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. Each Investor is acquiring the securities for investment and acknowledged that it is an accredited investor as defined by Rule 501 under the Securities Act. The Shares, Warrants and Underlying Shares may not be offered or sold in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.

The foregoing summaries of the Purchase Agreement and the forms of Warrants do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information required by this Item 3.02 is included under Item 1.01 of this Current Report on Form 8-K and incorporated by reference into this Item 3.02.

Item 8.01 Other Events.

On March 4, 2024, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

Exhibit No.		Description
4.1		Form of March 2024 Warrant with $1.50 exercise price
4.2		Form of March 2024 Warrant with $2.00 exercise price
10.1		Securities Purchase Agreement, dated March 3, 2024, by and among the Company and the Investors
99.1		Press Release, dated March 4, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ORGENESIS INC.

Date: March 6, 2024	By:	/s/ Victor Miller
		Victor Miller
		Chief Financial Officer, Treasurer and Secretary

Exhibit 4.1

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.

WARRANT NO. W - ###		NUMBER OF SHARES: XXX
DATE OF ISSUANCE: March XX, 2024
INITIAL EXERCISE DATE: March XX, 2024		(subject to adjustment hereunder)
EXPIRATION DATE: March XX, 2029

WARRANT TO PURCHASE SHARES

OF COMMON STOCK OF

ORGENESIS INC.

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.

1. EXERCISE OF WARRANT.

(a) Number and Exercise Price of Warrant Shares; Expiration Date. Subject to the terms and conditions set forth herein and set forth in the Purchase Agreement, the Purchaser is entitled to purchase from the Company up to XXX shares of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”) (as adjusted from time to time pursuant to the provisions of this Warrant) (the “Warrant Shares”), at a purchase price of $1.50 per share (the “Exercise Price”), at any time on or after March XX, 2024 (the “Initial Exercise Date”) and on or before 5:00 p.m. New York City time on March XX, 2029 (the “Expiration Date”) (subject to earlier termination of this Warrant as set forth herein).

(b) Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 1(a) above, the Purchaser may exercise this Warrant by surrendering this Warrant at the principal office of the Company and paying the Exercise Price by wire transfer to the Company or cashier’s check drawn on a United States bank made payable to the order of the Company.

2. CERTAIN ADJUSTMENTS.

(a) Adjustment of Number of Warrant Shares and Exercise Price. The number and kind of Warrant Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

(1) Subdivisions, Combinations and Other Issuances. If the Company shall at any time after the Date of Issuance but prior to the Expiration Date subdivide its shares of capital stock of the same class as the Warrant Shares, by split-up or otherwise, or combine such shares of capital stock, or issue additional shares of capital stock as a dividend with respect to any shares of such capital stock, the number of Warrant Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price payable per share, but the aggregate Exercise Price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 2(a)(1) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

(2) Adjustments for Other Dividends and Distributions. In the event the Company at any time or from time to time after the Date of Issuance shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than shares of Common Stock) or in cash or other property (other than regular cash dividends paid out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so that the Purchaser shall receive upon exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company, cash or other property which the Purchaser would have been entitled to receive had this Warrant been exercised on the date of such event and had the Purchaser thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable during such period, giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Purchaser.

(3) Reorganizations or Mergers. In case of any reclassification, capital reorganization or change in the capital stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section 2(a)(1) above) that occurs after the Date of Issuance, then, as a condition of such reclassification, reorganization or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Purchaser, so that the Purchaser shall thereafter have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and/or other securities or property (including, if applicable, cash) receivable in connection with such reclassification, reorganization or change by a holder of the same number and type of securities as were purchasable as Warrant Shares by the Purchasers immediately prior to such reclassification, reorganization or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Purchaser so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities or property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Price payable hereunder, provided the aggregate Exercise Price shall remain the same (and, for the avoidance of doubt, this Warrant shall be exclusively exercisable for such shares of stock and/or other securities or property from and after the consummation of such reclassification or other change in the capital stock of the Company).

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(b) Notice to Holder. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Change of Control or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver to a holder a notice of such transaction at least 15 business days prior to the applicable record or effective date on which a person would need to hold Common Stock in order to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

(c) Calculations. All calculations under this Section 2 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 2, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

(d) Treatment of Warrant upon a Change of Control.

(1) In the event of a Change of Control in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities (as defined below) or a combination of cash and Marketable Securities (a “Cash/Public Change of Control”), if this Warrant is outstanding upon the consummation of such Cash/Public Change of Control then (i) if the Fair Market Value (as defined below) of one share of Common Stock is greater than the then applicable Exercise Price, this Warrant may be exercised at the election of the Purchaser as of immediately prior to such Cash/Public Change of Control and (ii) if the Fair Market Value of one share of Common Stock is less than or equal to the then applicable Exercise Price, this Warrant will expire immediately prior to the consummation of such Change of Control. The “Fair Market Value” of one share of Common Stock shall mean (x) the closing price of the Common Stock on the business day prior to the date of exercise on the Nasdaq Capital Market as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the holder if Bloomberg Financial Markets is not then reporting sales prices of the Common Stock) (collectively, “Bloomberg”) or (y) or if the foregoing does not apply, the last sales price of the Common Stock in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, and, if there are no sales, the last reported bid price of the Common Stock as reported by Bloomberg or, if fair market value cannot be calculated as of such date on either of the foregoing bases, the price determined in good faith by the Company’s Board of Directors.

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(2) If, at any time while this Warrant is outstanding, the Company consummates a Change of Control that is not a Cash/Public Change of Control, then a holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Change of Control if it had been, immediately prior to such Change of Control, a holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”). The Company shall not effect any such Change of Control unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder, such Alternate Consideration as, in accordance with the foregoing provisions, the holder may be entitled to purchase, and the other obligations under this Warrant.

(3) As used in this Warrant, a “Change of Control” shall mean (i) a merger or consolidation of the Company with another corporation (other than a merger effected exclusively for the purpose of changing the domicile of the Company), (ii) the sale, assignment, transfer, conveyance or other disposal of all or substantially all of the properties or assets or all or a majority of the outstanding voting shares of capital stock of the Company, (iii) a purchase, tender or exchange offer accepted by the holders of a majority of the outstanding voting shares of capital stock of the Company, or (iv) a “person” or “group” (as these terms are used for purposes of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly at least a majority of the voting power of the capital stock of the Company.

(4) As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act, and is then current in its filing of all required reports and other information under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by the holder in connection with the Change of Control were the holder to exercise this Warrant on or prior to the closing thereof is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market, and (iii) following the closing of such Change of Control, the holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by the holder in such Change of Control were the holder to exercise or convert this Warrant in full on or prior to the closing of such Change of Control, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six months from the closing of such Change of Control.

2. NO FRACTIONAL SHARES. No fractional Warrant Shares or scrip representing fractional shares will be issued upon exercise of this Warrant. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the Fair Market Value of one Warrant Share.

3. NO STOCKHOLDER RIGHTS. Until the exercise of this Warrant or any portion of this Warrant, the Purchaser shall not have, nor exercise, any rights as a stockholder of the Company (including without limitation the right to notification of stockholder meetings or the right to receive any notice or other communication concerning the business and affairs of the Company) except as provided in Section 11 below.

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4. RESERVATION OF STOCK. The Company covenants that during the period this Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares of Common Stock (or other securities, if applicable) to provide for the issuance of Warrant Shares (or other securities) upon the exercise of this Warrant.

5. MECHANICS OF EXERCISE.

(a) Delivery of Warrant Shares Upon Exercise. This Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant and the Notice of Exercise attached hereto as Exhibit A duly completed and executed on behalf of the holder hereof, at the principal office of the Company together with payment in full of the Exercise Price then in effect with respect to the number of Warrant Shares as to which the Warrant is being exercised. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Warrant Shares purchased hereunder shall be transmitted by the Company’s transfer agent to the holder by crediting the account of the holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the holder or (B) the shares are eligible for resale by the holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the holder in the Notice of Exercise by the end of the day on the date that is three trading days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price. The Warrant Shares shall be deemed to have been issued, and the holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the holder, if any, prior to the issuance of such shares, having been paid.

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(b) Holder’s Exercise Limitations. A holder shall not have the right to exercise this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the holder (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the holder or any of its affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the holder that the Company is not representing to the holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this section 5(b) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the holder, and the submission of a Notice of Exercise shall be deemed to be the holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the holder together with any affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercise of the Warrant that are not in compliance with the Beneficial Ownership Limitation. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 5(b), in determining the number of outstanding shares of Common Stock, a holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of a holder, the Company shall within three trading days confirm in writing to the holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(b) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

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6. CERTIFICATE OF ADJUSTMENT. Whenever the Exercise Price or number or type of securities issuable upon exercise of this Warrant is adjusted, as herein provided, the Company shall, at its expense, promptly deliver to the Purchaser a certificate of an officer of the Company setting forth the nature of such adjustment and showing in detail the facts upon which such adjustment is based.

7. COMPLIANCE WITH SECURITIES LAWS.

(a) The Purchaser understands that this Warrant and the Warrant Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations this Warrant and the Warrant Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Purchaser represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(b) Prior and as a condition to the sale or transfer of the Warrant Shares issuable upon exercise of this Warrant, the Purchaser shall furnish to the Company such certificates, representations, agreements and other information, including an opinion of counsel, as the Company or the Company’s transfer agent reasonably may require to confirm that such sale or transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, unless such Warrant Shares are being sold or transferred pursuant to an effective registration statement.

(c) The Purchaser acknowledges that the Company may place a restrictive legend on the Warrant Shares issuable upon exercise of this Warrant in order to comply with applicable securities laws, unless such Warrant Shares are otherwise freely tradable under Rule 144 of the Securities Act.

8. REPLACEMENT OF WARRANTS. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of such Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

9. NO IMPAIRMENT. Except to the extent as may be waived by the holder of this Warrant, the Company will not, by amendment of its charter or through a Change of Control, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Purchaser against impairment.

10. TRADING DAYS. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be other than a day on which the Common Stock is traded on the Nasdaq Capital Market, or, if the Nasdaq Capital Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, then such action may be taken or such right may be exercised on the next succeeding day on which the Common Stock is so traded.

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11. TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 8 hereof, this Warrant may be transferred by the Purchaser with respect to any or all of the Warrant Shares purchasable hereunder. For a transfer of this Warrant as an entirety by Purchaser, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Purchaser, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Purchaser, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Purchaser, and shall issue to the Purchaser a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred.

(b) This Warrant is exchangeable, without expense, at the option of the Purchaser, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Purchaser and signed by the Purchaser hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

12. MISCELLANEOUS. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without the application of principles of conflicts of laws that would result in any law other than the laws of the State of New York. All notices, requests, consents and other communications hereunder shall be in writing, shall be sent by confirmed facsimile or electronic mail, or mailed by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall be deemed given when so sent in the case of facsimile or electronic mail transmission, or when so received in the case of mail or courier, and addressed as follows: (a) if to the Company, at Orgenesis Inc., 20271 Goldenrod Lane, Germantown, Maryland 20876, Attention: Victor Miller, CFO; Facsimile: (480) 659-6407, Email: victor.m@orgenesis.com; with a copy to (which shall not constitute notice) Pearl Cohen Zedek Latzer Baratz, LLP, 7 Times Square, New York, New York 10036; Attention: Mark Cohen, Esq.; Facsimile: (646) 878-0801, E-Mail: MCohen@pearlcohen.com and (b) if to the Purchaser, at such address or addresses (including copies to counsel) as may have been furnished by the Purchaser to the Company in writing. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Common Stock Purchase Warrant is issued effective as of the date first set forth above.

	ORGENESIS INC.

	By:
	Name:
	Title:

Signature Page to Warrant No. XXX-«Warrant No»

EXHIBIT A

NOTICE OF INTENT TO EXERCISE

(To be signed only upon exercise of Warrant)

To: Orgenesis Inc.

The undersigned, the Purchaser of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, __________________________ (________) shares of Common Stock of Orgenesis Inc. and (choose one)

__________ herewith makes payment of ___________________________ Dollars ($_________) thereof.

The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to __________________________________________, whose address is ________________________________________________________________________________________________.

By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 11 thereof.

DATED: ____________________________

	(Signature must conform in all respects to name of the Purchaser as specified on the face of the Warrant)


	«Purchaser»
	Address:

EXHIBIT B

NOTICE OF ASSIGNMENT FORM

FOR VALUE RECEIVED, «Purchaser» (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of Orgenesis Inc. (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 11 of the Warrant and applicable federal and state securities laws:

NAME OF ASSIGNEE			ADDRESS/FAX NUMBER

Number of shares:

Dated:			Signature:

			Witness:

ASSIGNEE ACKNOWLEDGMENT

The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 11 thereof.

Signature:

	By:
	Its:

Address:

Exhibit 4.2

WARRANT NO. W - ###		NUMBER OF SHARES: XXX
DATE OF ISSUANCE: March XX, 2024
INITIAL EXERCISE DATE: March XX, 2024		(subject to adjustment hereunder)
EXPIRATION DATE: March XX, 2029

WARRANT TO PURCHASE SHARES

OF COMMON STOCK OF

ORGENESIS INC.

1. EXERCISE OF WARRANT.

(a) Number and Exercise Price of Warrant Shares; Expiration Date. Subject to the terms and conditions set forth herein and set forth in the Purchase Agreement, the Purchaser is entitled to purchase from the Company up to XXX shares of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”) (as adjusted from time to time pursuant to the provisions of this Warrant) (the “Warrant Shares”), at a purchase price of $2.00 per share (the “Exercise Price”), at any time on or after March XX, 2024 (the “Initial Exercise Date”) and on or before 5:00 p.m. New York City time on March XX, 2029 (the “Expiration Date”) (subject to earlier termination of this Warrant as set forth herein).

2. CERTAIN ADJUSTMENTS.

-2-

(d) Treatment of Warrant upon a Change of Control.

-3-

-4-

5. MECHANICS OF EXERCISE.

-5-

-6-

7. COMPLIANCE WITH SECURITIES LAWS.

-7-

[Signature Page Follows]

-8-

IN WITNESS WHEREOF, this Common Stock Purchase Warrant is issued effective as of the date first set forth above.

	ORGENESIS INC.

	By:
	Name:
	Title:

Signature Page to Warrant No. XXX-«Warrant No»

EXHIBIT A

NOTICE OF INTENT TO EXERCISE

(To be signed only upon exercise of Warrant)

To: Orgenesis Inc.

__________ herewith makes payment of ___________________________ Dollars ($_________) thereof.

DATED: ____________________________

	(Signature must conform in all respects to name of the Purchaser as specified on the face of the Warrant)


	«Purchaser»
	Address:

EXHIBIT B

NOTICE OF ASSIGNMENT FORM

NAME OF ASSIGNEE			ADDRESS/FAX NUMBER

Number of shares:

Dated:			Signature:

			Witness:

ASSIGNEE ACKNOWLEDGMENT

Signature:

	By:
	Its:

Address:

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (“Agreement”) is made as of March 3, 2024 (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.”

AGREEMENT

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and each Purchaser (severally and not jointly) hereby agree as follows:

Section 1.

AUTHORIZATION OF SALE OF SECURITIES

The Company has authorized the sale and issuance of up to 10,000,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), warrants in the form of Exhibit B hereto to purchase up to an aggregate of 10,000,000 shares of Common Stock at an exercise price of $1.50 per share and warrants in the form of Exhibit C hereto to purchase up to an aggregate of 10,000,000 shares of Common Stock at an exercise price of $2.00 per share (each a “Warrant” and collectively the “Warrants”), on the terms and subject to the conditions set forth in this Agreement. The shares of Common Stock sold hereunder at the Closing (as defined below) shall be referred to as the “Shares.” The Shares and the Warrants are referred to collectively as the “Securities.”

Section 2.

AGREEMENT TO SELL AND PURCHASE THE securities

2.1 Sale of Securities. At the Closing (as defined in Section 3.1), the Company will sell to each Purchaser, and each Purchaser will purchase from the Company, (a) the number of Shares as specified below such Purchaser’s name on the signature page of this Agreement at a purchase price of $1.03 per Share and (b) Warrants to purchase the number of shares of Common Stock as specified below such Purchaser’s name on the signature page of this Agreement (such shares of Common Stock, the “Underlying Shares”). The aggregate purchase price for the Shares and Warrants purchased by each Purchaser is specified below such Purchaser’s name on the signature page of this Agreement.

2.2 Separate Agreement. Each Purchaser shall severally, and not jointly, be liable for only the purchase of the Securities that appear on the Schedule of Purchasers that relate to such Purchaser. The Company’s agreement with each of the Purchasers is a separate agreement, and the sale of Securities to each of the Purchasers is a separate sale. The obligations of each Purchaser hereunder are expressly not conditioned on the purchase by any or all of the other Purchasers of the Securities such other Purchasers have agreed to purchase.

SECTION 3

CLOSING AND DELIVERY

3.1 Closing. The closing of the purchase and sale of the Securities (which Securities are set forth in the Schedule of Purchasers) pursuant to this Agreement (the “Closing”) shall be held on March 5, 2024 at the offices of Mintz, Levin, Cohn, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10017, or on such other date and place as may be agreed to by the Company and the Purchasers. At or prior to the Closing, each Purchaser shall execute any related agreements or other documents required to be executed hereunder, dated as of the date of the Closing (the “Closing Date”).

3.2 Issuance of the Securities at the Closing. At the Closing, the Company shall issue or deliver to each Purchaser (a) evidence of a book entry position evidencing the Securities purchased by such Purchaser hereunder, registered in the name of such Purchaser, or in such nominee name(s) as designated by such Purchaser, representing the number of Shares to be purchased by such Purchaser at such Closing as set forth in the Schedule of Purchasers against payment of the purchase price for such Shares and (b) Warrants registered in the name of such Purchaser, representing the number of Underlying Shares as set forth in the Schedule of Purchasers. The name(s) in which the Shares and Warrants are to be issued to each Purchaser are set forth in the Purchaser Questionnaire in the form attached hereto as Appendix I (the “Purchaser Questionnaire”), as completed by each Purchaser, which shall be provided to the Company no later than the Closing Date. The Warrants shall be delivered to each Purchaser promptly following the Closing Date, but in any event within ten (10) business days following the Closing Date.

Section 4

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

Except as set forth on the Schedule of Exceptions delivered to the Purchasers concurrently with the execution of this Agreement (the “Schedule of Exceptions”) or as otherwise described in the SEC Documents (as defined below), which disclosures qualify these representations and warranties in their entirety, the Company hereby represents and warrants as of the date hereof to, and covenants with, the Purchasers as follows:

4.1 Subsidiaries. The Company’s Subsidiaries (as defined below) are listed on Section 4.1 of the Schedule of Exceptions. Except as set forth in Section 4.1 of the Schedule of Exceptions, the Company owns, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary free and clear of any and all liens, charges, claims, encumbrances, security interests, rights of first refusal, preemptive rights or other restrictions of any kind (collectively, “Liens”), and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. “Subsidiary” means any entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company.

4.2 Organization and Standing. The Company and each of its Subsidiaries (i) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as presently conducted or proposed to be conducted in the SEC Documents, and (ii) is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except in the case of clause (ii) above, to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to result in (i) a material adverse effect on the validity or enforceability of this Agreement, (ii) a material adverse effect on the condition (financial or otherwise), results of operations, business, prospects or properties of the Company and its Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect its obligations under this Agreement (any of (i), (ii) or (iii)) (a “Material Adverse Effect”).

4.3 Corporate Power; Authorization. The Company has all requisite corporate power and authority, and has taken all requisite corporate action, to execute and deliver this Agreement and the Warrants (collectively, the “Transaction Documents”), sell and issue the Securities and carry out and perform all of its obligations under the Transaction Documents. Each Transaction Document constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited by equitable principles generally, including any specific performance.

4.4 Issuance and Delivery of the Securities. The Securities have been duly authorized and, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Underlying Shares have been duly authorized and, upon exercise of the Warrants in accordance with their terms, including payment of the exercise price therefor, will be validly issued, fully paid and nonassessable. Assuming the accuracy of the representations made by each Purchaser in Section 5, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act.

4.5 SEC Documents; Financial Statements. The Company has filed in a timely manner all documents that the Company was required to file with the Securities and Exchange Commission (the “Commission”) under Sections 13, 14(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since January 1, 2021 (collectively with all exhibits, schedules and annexes thereto, the “SEC Documents”). As of their respective filing dates (or, if amended prior to the date of this Agreement, when amended), all SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder. None of the SEC Documents as of their respective dates contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Documents (the “Financial Statements”) present fairly the consolidated financial condition, results of operations and cash flows of the Company and its Subsidiaries, taken as a whole, as of the dates and for the periods indicated, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as otherwise noted therein). Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, who have certified certain financial statements of the Company delivered their report with respect to the audited consolidated financial statements and schedules included in the SEC Documents, are independent registered public accountants with respect to the Company within the meaning of the Exchange Act and the applicable published rules and regulations thereunder.

4.6 Capitalization. The authorized capital stock of the Company consists of 145,833,334 shares of Common Stock. As of January 14, 2024, there are 31,877,063 shares of Common Stock issued and outstanding, of which no shares are owned by the Company. There are no other shares of any other class or series of capital stock of the Company issued or outstanding. The Company has no capital stock reserved for issuance, except that, as of January 14, 2024, there are (i) 4,000,000 shares of Common Stock reserved for issuance pursuant to the Company’s equity incentive plans, of which 3,631,661 shares are issuable upon the exercise of stock options and restricted stock units outstanding on the date hereof. As of January 14, 2024, there were outstanding warrants to purchase 7,042,042 shares of Common Stock. As of January 14, 2024, there were outstanding convertible debentures to purchase 12,036,668 shares of Common Stock. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company issued and outstanding. The issuance of Common Stock or other securities pursuant to any provision of this Agreement will not give rise to any preemptive rights or rights of first refusal on behalf of any Person (as defined below) or result in the triggering of any anti-dilution rights, and the Company is not otherwise subject to any preemptive rights or rights of first refusal on behalf of any Person or any anti-dilution rights. There are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act. “Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

4.7 Litigation. Except as disclosed on Section 4.7 of the Schedule of Exceptions, no action, suit, proceeding, inquiry or investigation brought by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries or their respective properties is pending or, to the best knowledge of the Company, threatened that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business; and the aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of their respective properties or assets is the subject, including ordinary routine litigation incidental to the business, if determined adversely to the Company, would not reasonably be expected to have a Material Adverse Effect.

4.8 Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, or local governmental authority on the part of the Company or any of its Subsidiaries is required in connection with the consummation of the transactions contemplated by this the Transaction Documents except for (a) the filing of a Form D with the Commission under the Securities Act and compliance with the securities and blue sky laws in the states and other jurisdictions in which shares of Common Stock are offered and/or sold, which compliance will be effected in accordance with such laws, and (b) the filing of a Notification Form: Listing of Additional Shares with the Nasdaq Capital Market (“Nasdaq”) for the listing of the Shares and the Underlying Shares.

4.9 No Default or Consents. Neither the execution, delivery or performance of the Transaction Documents by the Company nor the consummation of any of the transactions contemplated thereby (including, without limitation, the issuance and sale by the Company of the Securities) will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the charter or by-laws of the Company or any of its Subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Subsidiaries is a party or bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties, except in the case of clauses (ii) and (iii) above, for any conflict, breach or violation of, or imposition that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

4.10 No Material Adverse Change. Since September 30, 2023, there have not been any changes in the authorized capital, assets, liabilities, financial condition, business, Material Contracts (as defined below) or operations of the Company from that reflected in the Financial Statements except changes in the ordinary course of business which have not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

4.11 No General Solicitation. Neither the Company nor any Person acting on its behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D promulgated under the Securities Act) in connection with the offer or sale of the Securities.

4.12 No Integrated Offering. Neither of the Company or any Person acting on its behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Regulation D, Regulation S or Section 4(a)(2) of the Securities Act or require registration of any of the Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act.

4.13 Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 relating to loans.

4.14 Intellectual Property. The Company and its Subsidiaries collectively own, possess, license or have other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) which cover its products and are necessary for the conduct of the Company’s and its Subsidiaries’ business, taken as a whole, as now conducted or as proposed in the SEC Documents to be conducted (the “Company Intellectual Property”) except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect on the Company. To the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any Company Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Company Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any valid patent, trademark, copyright, trade secret or other proprietary rights of others. The Company is not aware of any material facts required to be disclosed to the U.S. Patent and Trademark Office (“USPTO”) which have not been disclosed to the USPTO and which would preclude the grant of a material patent in connection with any patent application of the Company Intellectual Property or could form the basis of a finding of invalidity with respect to any material issued patents of the Company Intellectual Property, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect on the Company.

4.15 Compliance with Nasdaq Continued Listing Requirements. Except as disclosed in the SEC Documents, the Company is in compliance with applicable Nasdaq continued listing requirements. There are no proceedings pending or, to the Company’s knowledge, threatened against the Company relating to the continued listing of the Common Stock on Nasdaq and the Company has not received any notice of, nor to the Company’s knowledge is there any reasonable basis for, the delisting of the Common Stock from Nasdaq.

4.16 Disclosure. The Company understands and confirms that the Purchasers will rely on the foregoing representations in effecting transactions in securities of the Company. To the knowledge of the executive officers of the Company, all due diligence materials regarding the Company, its business and the transactions contemplated hereby, furnished by or on behalf of the Company to each Purchaser upon its request are, when taken together with the SEC Documents and the Schedule of Exceptions, true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

4.17 Contracts. Each franchise, contract or other document of a character required to be described in the SEC Documents or to be filed as an exhibit to the SEC Documents that have been filed prior to date hereof under the Securities Act and the rules and regulations promulgated thereunder (collectively, the “Material Contracts”) is so described or filed.

4.18 Properties and Assets. The Company and its Subsidiaries own or lease all such properties as are necessary to the conduct of its operations as presently conducted.

4.19 Compliance. Except as (A) set forth herein or (B) would not (1) have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (2) materially and adversely affect the validity or enforceability of, or the authority or the ability of the Company to perform its obligations under, the Transaction Documents: (i) the Company and each of its Subsidiaries are in compliance with statutes, laws, ordinances, rules and regulations applicable to the Company and its Subsidiaries, including without limitation for the ownership, testing, development, manufacture, packaging, processing, use, labeling, storage, or disposal of any product manufactured by or on behalf of the Company or any of its Subsidiaries or out-licensed by the Company or any of its Subsidiaries (a “Company Product”), including without limitation, the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 301, et seq., the Public Health Service Act, 42 U.S.C. § 262, similar laws of other governmental entities and the regulations promulgated pursuant to such laws (collectively, “Applicable Laws”); (ii) the Company and each of its Subsidiaries possess all licenses, certificates, approvals, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws and/or for the ownership of their respective properties or the conduct of their respective businesses, including without limitation as it relates to a Company Product and as described in the SEC Documents (collectively, “Authorizations”) and such Authorizations are valid and in full force and effect and the Company is not in violation of any term of any such Authorizations; (iii) neither the Company nor any of its Subsidiaries has received any written notice of adverse finding or warning letter from the U.S. Food and Drug Administration (the “FDA”) or any other governmental entity alleging or asserting noncompliance with any Applicable Laws or Authorizations relating to a Company Product; (iv) neither the Company nor any of its Subsidiaries has received written notice of any ongoing claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any governmental entity or third party alleging that any Company Product, operation or activity related to a Company Product is in violation of any Applicable Laws or Authorizations or has any knowledge that any such governmental entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (v) neither the Company nor any of its Subsidiaries has received written notice that any governmental entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations or has any knowledge that any such governmental entity has threatened or is considering such action with respect to a Company Product; and (vi) the Company and each of its Subsidiaries have filed, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete, correct and not misleading on the date filed (or were corrected or supplemented by a subsequent submission). Neither the Company nor any of its Subsidiaries, directors, officers, employees or agents, has made, or caused the making of, any false statements on, or material omissions from, any other records or documentation prepared or maintained to comply with the requirements of the FDA or any other governmental entity.

4.20 Taxes. The Company and each of its Subsidiaries has filed all material tax returns that are required to be filed or has requested extensions thereof. All such tax returns are correct and complete in all material respects for the periods to which such tax returns relate, and the Company and each of its Subsidiaries has paid or plans to pay all taxes required to be paid by them and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business.

4.21 Transfer Taxes. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Company of the Shares.

4.22 Investment Company. The Company is not and, after giving effect to the offering and sale of the Securities, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended.

4.23 Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are reasonable and customary in the business in which it is engaged; all policies of insurance and fidelity or surety bonds insuring the Company and each of its Subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and each of its Subsidiaries is in compliance with the terms of such policies and instruments in all material respects; and there are no claims by the Company or any of its Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; neither the Company nor any of its Subsidiaries has been refused any insurance coverage sought or applied for; and the Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business.

4.24 Price of Common Stock. The Company has not taken, directly or indirectly, any action designed to cause or result in, or that has constituted or that might reasonably be expected to constitute the stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Shares and the Underlying Shares.

4.25 Governmental Permits, Etc. The Company and each of its Subsidiaries possess all licenses, certificates, permits and other authorizations issued by all applicable authorities necessary to conduct their respective businesses, and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business.

4.26 Internal Control over Financial Reporting; Sarbanes-Oxley Matters. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) are effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and the Company has no material weakness in its internal controls over financial reporting. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are effective.

4.27 Foreign Corrupt Practices. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, or employee of the Company, has taken any action, directly or indirectly, that is in violation or would result in a violation by the Company or such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA.

4.28 Labor. Except as disclosed on Section 4.6 of the Schedule of Exceptions, no labor problem or dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is threatened, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its principal suppliers or contractors, that could have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business.

4.29 ERISA. None of the following events has occurred or exists: (i) a failure to fulfill the obligations, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the regulations and published interpretations thereunder with respect to a Plan that is required to be funded, determined without regard to any waiver of such obligations or extension of any amortization period; (ii) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to the employment or compensation of employees by any of the Company that could have a Material Adverse Effect; (iii) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees by the Company that would reasonably be expected to have a Material Adverse Effect. None of the following events has occurred or is reasonably likely to occur: (i) a material increase in the aggregate amount of contributions required to be made to all Plans (as defined below) in the current fiscal year of the Company compared to the amount of such contributions made in the most recently completed fiscal year of the Company; (ii) a material increase in the “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) of the Company compared to the amount of such obligations in the most recently completed fiscal year of the Company; (iii) any event or condition giving rise to a liability under Title IV of ERISA that could have a Material Adverse Effect; or (iv) the filing of a claim by one or more employees or former employees of the Company related to their employment that could have a Material Adverse Effect. For purposes of this paragraph, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to which the Company may have any liability.

4.30 Environmental Laws. The Company and each of its Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct its business and (iii) have not received notice of any actual or potential liability under any environmental law, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business. Neither the Company nor any of its Subsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

4.31 Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

4.32 OFAC. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent or employee of the Company or any of its Subsidiaries (i) is currently subject to any sanctions administered or imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury) (collectively, “Sanctions” and such persons, “Sanction Persons”) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as advisor, investor or otherwise). Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, or employee of the Company or any of its Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (including without limitation Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Neither the Company nor any of its Subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding three years, nor does the Company or its Subsidiaries have any plans to engage in any dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.

SECTION 5.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS.

5.1 Each Purchaser, severally and not jointly, represents and warrants to and covenants with the Company that:

(a) Such Purchaser (if an entity) is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement.

(b) Such Purchaser acknowledges that it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. Such Investor has had an opportunity to receive, review and understand all information related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Securities, and has conducted and completed its own independent due diligence. Such Purchaser acknowledges that the Company has made available the SEC Documents. Based on the information such Purchaser has deemed appropriate, and without reliance upon any placement agent, it has independently made its own analysis and decision to enter into the Transaction Documents. Such Purchaser is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the execution, delivery and performance of the Transaction Documents, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including but not limited to all business, legal, regulatory, accounting, credit and tax matters.

(c) The Securities to be received by such Purchaser hereunder will be acquired for such Purchaser’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Such Purchaser is not a broker-dealer registered with the Commission under the Exchange Act or an entity engaged in a business that would require it to be so registered. Such Purchaser understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. Such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder.

(d) Such Purchaser is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. Such Purchaser has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Securities and participation in the transactions contemplated by this Agreement (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to such Purchaser, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under such Purchaser’s charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which such Purchaser is bound and (v) are a fit, proper and suitable investment for such Purchaser, notwithstanding the substantial risks inherent in investing in or holding the Securities.

(e) The execution, delivery and performance by such Purchaser of this Agreement to which such Purchaser is a party have been duly authorized and each has been duly executed and when delivered will constitute the valid and legally binding obligation of such Purchaser, enforceable against such Purchaser in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors’ rights generally.

(f) Purchaser is not a broker or dealer registered pursuant to Section 15 of the Exchange Act (a “registered broker-dealer”) and is not affiliated with a registered broker dealer. Purchaser is not party to any agreement for distribution of any of the Securities.

(g) Purchaser shall have completed and delivered to the Company no later than the Closing Date, the Purchaser Questionnaire and the answers to the Purchaser Questionnaire are true and correct in all material respects as of the date of this Agreement and will be true and correct as of the Closing Date;

(h) Such Purchaser understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Company or the purchase of the Securities.

(i) Such Purchaser has no present intent to effect a “change of control” of the Company as such term is understood under the rules promulgated pursuant to Section 13(d) of the Exchange Act.

(j) Such Purchaser has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act.

(k) Such Purchaser did not learn of the investment in the Securities as a result of any general solicitation or general advertising.

(l) Such Purchaser’s residence (if an individual) or offices in which its investment decision with respect to the Securities was made (if an entity) are located at the address immediately below such Purchaser’s in the Schedule of Purchasers.

5.2 Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock) (“Short Sales”), of the securities of the Company during the period commencing as of the time that such Purchaser was first contacted by the Company or any other person regarding the transactions contemplated hereby and ending immediately prior to the Effective Date. Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

5.3 Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Securities constitutes legal, tax or investment advice. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities.

5.4

Legends.

(a) Purchaser understands that, until such time as the Securities have been sold pursuant to a registration statement or the Securities may be sold pursuant to Rule 144 under the Securities Act (“Rule 144”) without any restriction as to the number of securities as of a particular date that can then be immediately sold, the book entry notations evidencing the Securities may bear one or more legends in substantially the following form and substance:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”

(b) The Company agrees that at such time as such legend is no longer required under this Section, it will, no later than three business days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a certificate representing Shares or Underlying Shares, as applicable, and if such Shares or Underlying Shares are certificated, issued with a restrictive legend, together with such representations and covenants of such Purchaser or such Purchaser’s executing broker as the Company may reasonably require in connection therewith, deliver or cause to be delivered to such Purchaser a book entry position representing such shares that is free from any legend referring to the Securities Act. The Company shall not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Shares or Underlying Shares subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Purchasers by crediting the account of such Purchaser’s prime broker with the Depository Trust Company. All costs and expenses related to the removal of the legends and the reissuance of any Shares or Underlying Shares shall be borne by the Company.

(c) The Company shall cause the restrictive legend set forth in this section above to be removed by the Company’s transfer agent and the Company shall issue a certificate or book entry position without such restrictive legend or any other restrictive legend to the holder of the applicable shares upon which it is stamped or issue to such holder by electronic delivery with the applicable balance account at the Depository Trust Company (“DTC”) or in physical certificated shares, if appropriate, if (i) such Shares and the Underlying Shares are registered for resale under the Securities Act (provided that, if the Purchaser is selling pursuant to an effective registration statement registering the Shares and Underlying Shares for resale, the Purchaser agrees to only sell such Shares during such time that such registration statement is effective and such Purchaser is not aware or has not been notified by the Company that such registration statement has been withdrawn or suspended, and only as permitted by such registration statement); (ii) such Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an affiliate of the Company); or (iii) such Shares are eligible for sale without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner- of-sale restrictions. Subject to receipt of such representations, and covenants as are contemplated hereby, following Rule 144 becoming available for the resale of the Shares and Underlying Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to the Shares and Underlying Shares and without volume or manner-of-sale restrictions, the Company shall issue to the Company’s transfer agent the instructions with respect to legend removal consistent with this Section. Any fees (with respect to the transfer agent, the Company’s counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company; provided, however, that the Purchaser shall be responsible for the costs of the Purchaser’s counsel and advisors.

5.5 Restricted Securities. Purchaser understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

5.6 Exculpation Among Purchasers. Purchaser acknowledges that it is not relying upon any other Purchaser, or any officer, director, employee, agent, partner, member or affiliate of any such other Purchaser, in making its investment or decision to invest in the Company. Purchaser agrees that neither any Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Securities.

SECTION 6.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING

The Company’s obligation to complete the sale and issuance of the Securities and deliver Securities to each Purchaser, individually, as set forth in the Schedule of Purchasers at the Closing shall be subject to the following conditions to the extent not waived by the Company:

6.1 Receipt of Payment. The Company shall have received payment, by wire transfer of immediately available funds, in the full amount of the purchase price for the number of Securities being purchased by such Purchaser at the Closing as set forth in the Schedule of Purchasers.

6.2 Representations and Warranties. The representations and warranties made by the Purchasers in Section 5 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. The Purchaser shall have performed in all material respects all obligations and covenants herein required to be performed by them on or prior to the Closing Date.

SECTION 7.

CONDITIONS TO PURCHASERS’ OBLIGATIONS AT THE CLOSING.

Each Purchaser’s obligation to accept delivery of the Securities and to pay for the Securities shall be subject to the following conditions to the extent not waived by such Purchaser:

7.1 Representations and Warranties Correct. The representations and warranties made by the Company in Section 4 hereof shall be true and correct in all material respects as of, and as if made on, the date of this Agreement and as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date. The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date.

7.2 Certificate. Each Purchaser shall have received a certificate signed by the Chief Executive Officer or the Chief Financial Officer of the Company to the effect that the representations and warranties of the Company in Section 4 hereof are true and correct in all material respects as of, and as if made on, the date of this Agreement and as of the Closing Date and that the Company has satisfied in all material respects all of the conditions set forth in this Section 7.

7.3 Good Standing. The Company is validly existing as a corporation in good standing under the laws of Nevada.

7.4 Nasdaq Approval. The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares and the Underlying Shares.

7.5 Judgments. No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby.

7.6 Stop Orders. No stop order or suspension of trading shall have been imposed by the Nasdaq Capital Market, the Commission or any other governmental regulatory body with respect to public trading in the Common Stock.

SECTION 8.

TERMINATION OF OBLIGATIONS TO EFFECT CLOSING; EFFECTS.

8.1 The obligations of the Company, on the one hand, and the Purchasers, on the other hand, to effect the Closing shall terminate as follows:

(a) upon the mutual written consent of the Company and Purchasers that agreed to purchase a majority of the Securities to be issued and sold pursuant to this Agreement;

(b) by the Company if any of the conditions set forth in Section 6 shall have become incapable of fulfillment, and shall not have been waived by the Company; or

(c) by a Purchaser (with respect to itself only) if any of the conditions set forth in Section 7 shall have become incapable of fulfillment or have not occurred on or before the fifth Business Day following the Effective Date, and shall not have been waived by such Purchaser. “Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

8.2 Nothing in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of the Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under the Transaction Documents.

SECTION 9.

BROKER’S FEES.

The Company and each Purchaser (severally and not jointly) hereby represent that there are no broker or finders fees payable and no brokers or finders entitled to compensation in connection with the sale of the Securities, and shall indemnify each other for any such fees for which they are responsible.

SECTION 10.

ADDITIONAL AGREEMENTS OF THE PARTIES.

10.1 Nasdaq Listing. The Company will use commercially reasonable efforts to continue the listing and trading of its Common Stock on Nasdaq and, in accordance, therewith, will use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of such market or exchange, as applicable.

10.2 Access to Information. From the date hereof until the Closing, the Company will make reasonably available to the Purchasers’ representatives, consultants and their respective counsels for inspection, such information and documents as the Purchasers reasonably request, and will make available at reasonable times and to a reasonable extent officers and employees of the Company to discuss the business and affairs of the Company.

10.3

[Reserved].

10.4 Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

10.5 Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers, or that will be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

10.6 Short Sales and Confidentiality After the Date Hereof. Each Purchaser covenants that neither it nor any affiliates acting on its behalf or pursuant to any understanding with it will execute any Short Sales during the period from the date hereof until the earlier of such time as (i) after the transactions contemplated by this Agreement are first publicly announced or (ii) this Agreement is terminated in full. Each Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Each Purchaser understands and acknowledges that the Commission currently takes the position that coverage of short sales of shares of the Common Stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the Securities Act, as set forth in Item 239.10 of the Securities Act Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance.

10.7 Securities Laws Disclosure; Publicity. The Company will issue a press release disclosing the material terms of the transactions contemplated hereby prior to the opening of trading on Nasdaq on the trading day immediately following the Effective Date. On or before the fourth trading day immediately following the execution of this Agreement, the Company will file a Current Report on Form 8-K (the “8-K”) with the Commission describing the terms of the Transaction Documents (and including as exhibits to such Current Report on Form 8-K the agreements required to be filed in connection therewith). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any public filing with the Commission or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, except: (a) as required by federal securities law in connection with (i) any registration statement filed by the Company and (ii) the filing of the final Transaction Documents with the Commission; (b) the filing of a Form D with the Commission under the Securities Act and (c) to the extent such disclosure is required by law or Nasdaq regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (c).

SECTION 11.

INDEMNIFICATION.

11.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each of the Purchasers, each of its directors and officers and each Person, if any, who controls any Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (each, an “Indemnified Party”), against any losses, claims, damages, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Company contained in this Agreement or any failure of the Company to perform its obligations hereunder, and will reimburse each Indemnified Party for legal and other expenses reasonably incurred as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying such loss, claim, damage, liability, expense or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of such Indemnified Party to comply with the covenants and agreements contained in Section 6 above respecting sale of the Securities, or (ii) the inaccuracy of any representations made by such Indemnified Party herein.

11.2 Indemnification by Purchasers. Each Purchaser shall severally, and not jointly, indemnify and hold harmless the other Purchasers and the Company, each of its directors, and each Person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors or each of its controlling Persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure by such Purchaser to comply with the covenants and agreements contained in Sections 5 and 10.6 above respecting the sale of the Shares unless such failure by such Purchaser is directly caused by the Company’s failure to provide written notice of a Suspension to such Purchaser or (ii) the inaccuracy of any representation made by such Purchaser herein, in each case to the extent, and will reimburse the Company, each of its directors, and each of its controlling Persons for any legal and other expense reasonably incurred, as such expenses are reasonably incurred by the Company, each of its directors, and each of its controlling Persons in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. No Purchaser shall be liable for the indemnification obligations of any other Purchaser.

SECTION 12.

NOTICES.

All notices, requests, consents and other communications hereunder shall be in writing, shall be sent by confirmed facsimile or electronic mail, or mailed by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall be deemed given when so sent in the case of facsimile or electronic mail transmission, or when so received in the case of mail or courier, and addressed as follows:

if to the Company, to:

Orgenesis Inc.

20271 Goldenrod Lane

Germantown, Maryland 20876

Attention: Victor Miller, CFO

E-mail: victor.m@orgenesis.com

with a copy (which shall not constitute notice) to:

Pearl Cohen Zedek Latzer Baratz, LLP

7 Times Square

New York, New York 10036

Attention: Mark Cohen, Esq.

Facsimile: (646) 878-0801

E-mail: mcohen@pearlcohen.com

and

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C

919 Third Avenue

New York, New York 10022

Attention: Jeffrey Schultz, Esq.

Facsimile: (212) 983-3115

E-mail: jpschultz@mintz.com

or to such other person, at such other place or in such manner as one party shall designate to other party in writing; and if to the Purchasers, at the address as set forth in Exhibit A or at such other address or addresses as may have been furnished to the Company in writing.

SECTION 13.

MISCELLANEOUS.

13.1 Payment of Fees and Expenses. Each of the Company and the Purchasers shall bear its own expenses and legal fees incurred on its behalf with respect to this Agreement and the transactions contemplated hereby. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

13.2 Waivers and Amendments. Neither this Agreement nor any provision hereof may be changed, waived, discharged, terminated, modified or amended except upon the written consent of the Company and holders of at least a majority of the Shares and the Underlying Shares (assuming the exercise of the then-outstanding Warrants).

13.3 Replacement of Securities. If the Securities are certificated and any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company and the Company’s transfer agent of such loss, theft or destruction and the execution by the holder thereof of a customary lost certificate affidavit of that fact and an agreement to indemnify and hold harmless the Company and the Company’s transfer agent for any losses in connection therewith or, if required by the transfer agent, a bond in such form and amount as is required by the transfer agent. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Securities. If a replacement certificate or instrument evidencing any Securities is requested due to a mutilation thereof, the Company may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.

13.4 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Nothing contained herein and no action taken by any Purchaser pursuant hereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group, or are deemed affiliates (as such term is defined under the Exchange Act) with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

13.5 Governing Law; Submission to Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Document (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the County of New York, in the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the County of New York, in the State of New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

13.6 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. This Agreement, or any rights or obligations hereunder, may not be assigned by any party without the prior written consent of the other parties; provided that each Purchaser may assign its rights and obligations hereunder to an affiliate of such Purchaser without the prior written consent of the Company or any other Purchaser.

13.7 Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

13.8 Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

13.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.

13.10 Entire Agreement. This Agreement and other documents delivered pursuant hereto, including the exhibits and the Schedule of Exceptions, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

13.11 Survival. The representations, warranties, covenants and agreements made in this Agreement shall survive any investigation made by the Company or the Purchasers and the Closing.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

	ORGENESIS INC.

	By:	/s/ Vered Caplan
	Name:	Vered Caplan
	Title:	CEO

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Richard W. Aderman

Signature of Purchaser: /s/Richard W. Aderman

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $20,600

Number of Shares: 20,000

Number of $1.50 Common Warrants: 20,000

Number of $2.00 Common Warrants: 20,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Bill Bermont

Signature of Purchaser: /s/ Bill Bermont

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $103,000

Number of Shares: 100,000

Number of $1.50 Common Warrants: 100,000

Number of $2.00 Common Warrants: 100,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Peter L. Bermont 2023 Descendants Trust

Signature of Purchaser: /s/ Peter L. Bermont

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $103,000

Number of Shares: 100,000

Number of $1.50 Common Warrants: 100,000

Number of $2.00 Common Warrants: 100,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Brodsky Family Trust

Signature of Purchaser: /s/ Adam Bronsky

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $37,080

Number of Shares: 36,000

Number of $1.50 Common Warrants: 36,000

Number of $2.00 Common Warrants: 36,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Rebecca Carmi

Signature of Purchaser: /s/ Rebecca Carmi

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $10,000

Number of Shares: 9,708

Number of $1.50 Common Warrants: 9,708

Number of $2.00 Common Warrants: 9,708

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Christopher Herbruck

Signature of Purchaser: /s/ Christopher Herbruck

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $19,999.51

Number of Shares: 19,417

Number of $1.50 Common Warrants: 19,417

Number of $2.00 Common Warrants: 19,417

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Sven Dahlmeyer

Signature of Purchaser: /s/ Sven Dahlmeyer

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $249,999.54

Number of Shares: 242,718

Number of $1.50 Common Warrants: 242,718

Number of $2.00 Common Warrants: 242,718

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Harry Kraemer

Signature of Purchaser: /s/ Harry Kraemer

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $499,999.08

Number of Shares: 485,436

Number of $1.50 Common Warrants: 485,436

Number of $2.00 Common Warrants: 485,436

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Lydia Miller-Anderson

Signature of Purchaser: /s/ Lydia Miller-Anderson

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $25,000

Number of Shares: 24,271

Number of $1.50 Common Warrants: 24,271

Number of $2.00 Common Warrants: 24,271

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Sharon Moise Revocable Trust Dated September 8, 2004

Signature of Purchaser: /s/ Sharon Moise

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $20,600

Number of Shares: 20,000

Number of $1.50 Common Warrants: 20,000

Number of $2.00 Common Warrants: 20,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Joseph I. Novicki

Signature of Purchaser: /s/ Joseph I. Novicki

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $15,450

Number of Shares: 15,000

Number of $1.50 Common Warrants: 15,000

Number of $2.00 Common Warrants: 15,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Steven L. Pessagno

Signature of Purchaser: /s/ Steven L. Pessagno

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $10,300

Number of Shares: 10,000

Number of $1.50 Common Warrants: 10,000

Number of $2.00 Common Warrants: 10,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Michael I. Rothstein

Signature of Purchaser: /s/ Michael I. Rothstein

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $20,600

Number of Shares: 20,000

Number of $1.50 Common Warrants: 20,000

Number of $2.00 Common Warrants: 20,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Etan Rozin

Signature of Purchaser: /s/ Etan Rozin

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $30,000

Number of Shares: 29,126

Number of $1.50 Common Warrants: 29,126

Number of $2.00 Common Warrants: 29,126

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Andrew Tomback

Signature of Purchaser: /s/ Andrew Tomback

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $25,750

Number of Shares: 25,000

Number of $1.50 Common Warrants: 25,000

Number of $2.00 Common Warrants: 25,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Drew Strauss Tomback 2022 Trust

Signature of Purchaser: /s/ Andrew Tomback

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $10,300

Number of Shares: 10,000

Number of $1.50 Common Warrants: 10,000

Number of $2.00 Common Warrants: 10,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: James Utts Rev. Trust Amended 10/24/2004

Signature of Purchaser: /s/ James Utts

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $30,900

Number of Shares: 30,000

Number of $1.50 Common Warrants: 30,000

Number of $2.00 Common Warrants: 30,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Karen Komar

Signature of Purchaser: /s/ Karen Komar

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $10,300

Number of Shares: 10,000

Number of $1.50 Common Warrants: 10,000

Number of $2.00 Common Warrants: 10,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Fei Li

Signature of Purchaser: /s/ Fei Li

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $10,300

Number of Shares: 10,000

Number of $1.50 Common Warrants: 10,000

Number of $2.00 Common Warrants: 10,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Jason Klein

Signature of Purchaser: /s/ Jason Klein

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $10,300

Number of Shares: 10,000

Number of $1.50 Common Warrants: 10,000

Number of $2.00 Common Warrants: 10,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Mark Cohen

Signature of Purchaser: /s/ Mark Cohen

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $49,999.29

Number of Shares: 48,543

Number of $1.50 Common Warrants: 48,543

Number of $2.00 Common Warrants: 48,543

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Ruby Gottlieb

Signature of Purchaser: /s/ Ruby Gottlieb

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $10,300

Number of Shares: 10,000

Number of $1.50 Common Warrants: 10,000

Number of $2.00 Common Warrants: 10,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Amy Roehl

Signature of Purchaser: /s/ Amy Roehl

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $10,300

Number of Shares: 10,000

Number of $1.50 Common Warrants: 10,000

Number of $2.00 Common Warrants: 10,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Jane E. Kiernan Revocable Trust

Signature of Purchaser: /s/ Jane Kiernan

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $103,000

Number of Shares: 100,000

Number of $1.50 Common Warrants: 100,000

Number of $2.00 Common Warrants: 100,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Kristi Anne Dahm Trust Dated August 14, 2009

Signature of Purchaser: /s/ Kristi Anne Dahm

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $103,000

Number of Shares: 100,000

Number of $1.50 Common Warrants: 100,000

Number of $2.00 Common Warrants: 100,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Howard Kestenbaum

Signature of Purchaser: /s/ Howard Kestenbaum

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $18,540

Number of Shares: 18,000

Number of $1.50 Common Warrants: 18,000

Number of $2.00 Common Warrants: 18,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Patrick Hanley

Signature of Purchaser: /s/ Patrick Hanley

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $61,800

Number of Shares: 60,000

Number of $1.50 Common Warrants: 60,000

Number of $2.00 Common Warrants: 60,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Margaret Cabano

Signature of Purchaser: /s/ Margaret Cabano

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $36,050

Number of Shares: 35,000

Number of $1.50 Common Warrants: 35,000

Number of $2.00 Common Warrants: 35,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Ruth Putney Barnett

Signature of Purchaser: /s/ Ruth Putney Barnett

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $56,650

Number of Shares: 55,000

Number of $1.50 Common Warrants: 55,000

Number of $2.00 Common Warrants: 55,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Steven J. Meyer Declaration of Trust

Signature of Purchaser: /s/ Steven J. Meyer

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $257,500

Number of Shares: 250,000

Number of $1.50 Common Warrants: 250,000

Number of $2.00 Common Warrants: 250,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: David Rogers

Signature of Purchaser: /s/ David Rogers

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $30,900

Number of Shares: 30,000

Number of $1.50 Common Warrants: 30,000

Number of $2.00 Common Warrants: 30,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Bradley A. Maytum

Signature of Purchaser: /s/ Bradley A. Maytum

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $25,750

Number of Shares: 25,000

Number of $1.50 Common Warrants: 25,000

Number of $2.00 Common Warrants: 25,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Christine S. Matheney

Signature of Purchaser: /s/ Christine S. Matheney

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $10,300

Number of Shares: 10,000

Number of $1.50 Common Warrants: 10,000

Number of $2.00 Common Warrants: 10,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Jocelyne Flament

Signature of Purchaser: /s/ Jocelyne Flament

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $10,300

Number of Shares: 10,000

Number of $1.50 Common Warrants: 10,000

Number of $2.00 Common Warrants: 10,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Patricio Aycinena

Signature of Purchaser: /s/ Patricio Aycinena

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $10,300

Number of Shares: 10,000

Number of $1.50 Common Warrants: 10,000

Number of $2.00 Common Warrants: 10,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Cynthia Weiner

Signature of Purchaser: /s/ Cynthia Weiner

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $10,300

Number of Shares: 10,000

Number of $1.50 Common Warrants: 10,000

Number of $2.00 Common Warrants: 10,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Paul M. Casey

Signature of Purchaser: /s/ Paul M. Casey

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $20,600

Number of Shares: 20,000

Number of $1.50 Common Warrants: 20,000

Number of $2.00 Common Warrants: 20,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Bruce W. Mackinnon Jr.

Signature of Purchaser: /s/ Bruce W. Mackinnon Jr.

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $103,000

Number of Shares: 100,000

Number of $1.50 Common Warrants: 100,000

Number of $2.00 Common Warrants: 100,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Matthew J. McCormick

Signature of Purchaser: /s/ Matthew J. McCormick

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $10,300

Number of Shares: 10,000

Number of $1.50 Common Warrants: 10,000

Number of $2.00 Common Warrants: 10,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Liliana Gaubin

Signature of Purchaser: /s/ Liliana Gaubin

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $20,600

Number of Shares: 20,000

Number of $1.50 Common Warrants: 20,000

Number of $2.00 Common Warrants: 20,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Mark Wagstaff

Signature of Purchaser: /s/ Mark Wagstaff

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $30,900

Number of Shares: 30,000

Number of $1.50 Common Warrants: 30,000

Number of $2.00 Common Warrants: 30,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Robert W. Metz

Signature of Purchaser: /s/ Robert W. Metz

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $10,300

Number of Shares: 10,000

Number of $1.50 Common Warrants: 10,000

Number of $2.00 Common Warrants: 10,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Mark Matejka

Signature of Purchaser: /s/ Mark Matejka

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $25,750

Number of Shares: 25,000

Number of $1.50 Common Warrants: 25,000

Number of $2.00 Common Warrants: 25,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Matthew Robbins

Signature of Purchaser: /s/ Matthew Robbins

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $14,935

Number of Shares: 14,500

Number of $1.50 Common Warrants: 14,500

Number of $2.00 Common Warrants: 14,500

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Terrence Michael Eisele Trust Agreement, Dated December 22, 2015

Signature of Purchaser: /s/ Terrence Michael Eisele

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $10,300

Number of Shares: 10,000

Number of $1.50 Common Warrants: 10,000

Number of $2.00 Common Warrants: 10,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

[PURCHASER SIGNATURE PAGES TO ORGS SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Millenium Trust Company, LLC Custodian FBO Kenneth Obel

Signature of Purchaser: /s/ Kenneth Obel

Email Address of Purchaser: [***]

Address for Notice to Purchaser: [***]

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Aggregate Purchase Price of Shares and Warrants: $25,750

Number of Shares: 25,000

Number of $1.50 Common Warrants: 25,000

Number of $2.00 Common Warrants: 25,000

Beneficial Ownership Blocker for Warrants: ☐ 4.99% or ☐ 9.99%

EIN Number: [***]

[SIGNATURE PAGES CONTINUE]

EXHIBIT A

Name and Address	Number of Shares		Number of Warrant Shares ($1.50 exercise price)		Number of Warrant Shares ($2.00 exercise price)		Aggregate Purchase Price of Shares and Warrants
Harry Kraemer		485,436		485,436		485,436	$	500,000
Brodsky Family Trust		36,000		36,000		36,000	$	37,080
Rebecca Carmi		9,708		9,708		9,708	$	10,000
Joseph I. Novicki		15,000		15,000		15,000	$	15,450
Peter L. Bermont 2023 Descendants Trust		100,000		100,000		100,000	$	103,000
Bill Bermont		100,000		100,000		100,000	$	103,000
Christopher Herbruck		19,417		19,417		19,417	$	19,999.51
Sven Dahlmeyer		242,718		242,718		242,718	$	249,999.54
Lydia Miller-Anderson		24,271		24,271		24,271	$	25,000
Steven L. Pessagno		10,000		10,000		10,000	$	10,300
Etan Rozin		29,126		29,126		29,126	$	30,000
Sharon Moise Revocable Trust Dated September 8, 2004		20,000		20,000		20,000	$	20,600
Howard Kestenbaum		18,000		18,000		18,000	$	18,540
Jason Klein		10,000		10,000		10,000	$	10,300
Karen Komar		10,000		10,000		10,000	$	10,300
James Utts Rev. Trust Amended 10/24/2004		30,000		30,000		30,000	$	30,900
Margaret Cabano		35,000		35,000		35,000	$	36,050
Mark Cohen		48,543		48,543		48,543	$	49,999.29
Richard W. Aderman		20,000		20,000		20,000	$	20,600
Ruby Gottlieb		10,000		10,000		10,000	$	10,300
Amy Roehl		10,000		10,000		10,000	$	10,300
Kristi Anne Dahm Trust Dated August 14, 2009		100,000		100,000		100,000	$	103,000
Jane E. Kiernan Revocable Trust		100,000		100,000		100,000	$	103,000
Patrick Hanley		60,000		60,000		60,000	$	61,800
Fei Li		10,000		10,000		10,000	$	10,300
Ruth Putney Barnett		55,000		55,000		55,000	$	56,650
Steven J. Meyer Declaration of Trust		250,000		250,000		250,000	$	257,500
Patricio Aycinena		10,000		10,000		10,000	$	10,300
Cynthia Weiner		10,000		10,000		10,000	$	10,300
Paul M. Casey		20,000		20,000		20,000	$	20,600
Bruce W. MacKinnon Jr.		100,000		100,000		100,000	$	103,000
Matthew J. McCormick		10,000		10,000		10,000	$	10,300
Liliana Gaubin		20,000		20,000		20,000	$	20,600
Mark Wagstaff		30,000		30,000		30,000	$	30,900
Robert W. Metz		10,000		10,000		10,000	$	10,300
David Rogers		30,000		30,000		30,000	$	30,900
Bradley A. Maytum		25,000		25,000		25,000	$	25,750
Christine S. Matheney		10,000		10,000		10,000	$	10,300
Jocelyne Flament		10,000		10,000		10,000	$	10,300
Millenium Trust Company, LLC Custodian FBO Kenneth Obel		25,000		25,000		25,000	$	25,750
Michael Rothstein		20,000		20,000		20,000	$	20,600
Andrew Tomback		25,000		25,000		25,000	$	25,750
Drew Strauss Tomback 2022 Trust		10,000		10,000		10,000	$	10,300
Mark Matejka		25,000		25,000		25,000	$	25,750
Matthew Robbins		14,500		14,500		14,500	$	14,935
Terrence Michael Eisele Trust Agreement, Dated December 22, 2015		10,000		10,000		10,000	$	10,300
TOTAL		2,272,719		2,272,719		2,272,719	$	2,340,903.34

EXHIBIT B

Form of $1.50 Warrant

EXHIBIT C

Form of $2.00 Warrant

APPENDIX I

PURCHASER QUESTIONNAIRE

Exhibit 99.1

Orgenesis Inc. Announces $2.3 Million Private Placement

GERMANTOWN, MD, March 4, 2024 — Orgenesis Inc. (NASDAQ: ORGS) (“Orgenesis” or the “Company”), a global leader in decentralized cell and gene therapies (CGTs), announced today that it has entered into a definitive securities purchase agreement with certain accredited investors for the sale of 2,272,719 shares of the Company’s common stock, warrants to purchase up to 2,272,719 shares of common stock at an exercise price of $1.50 per share and warrants to purchase up to 2,272,719 shares of common stock at an exercise price of $2.00 per share in a private placement at a purchase price of $1.03 per share and associated warrants. The warrants are exercisable immediately and expire five years from the date of issuance. The Company expects to receive gross proceeds of approximately $2.3 million before deducting related offering expenses. The offering is expected to close on or about March 5, 2024, subject to customary closing conditions.

The financing includes among others participation from healthcare industry executives and physicians.

The securities to be sold in this private placement will not be registered under the Securities Act of 1933, as amended, or any state securities laws, and will be sold pursuant to Regulation D of the Securities Act. The securities may not be offered or sold in the United States absent registration or pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be by means of a prospectus.

About Orgenesis

Orgenesis is a global biotech company that has been committed to unlocking the potential of cell and gene therapies (CGTs) since 2012 as well as a paradigm-shifting decentralized approach to processing since 2020. This new model allows Orgenesis to bring academia, hospitals, and industry together to make these essential therapies a reality sooner rather than later. Orgenesis is focusing on advancing its CGTs toward eventual commercialization, while partnering with key industry stakeholders to provide a rapid, globally harmonized pathway for these therapies to reach and treat a larger numbers of patients more cost effectively and with better outcomes through great science and decentralized production. Additional information about the Company is available at: www.orgenesis.com.

Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. These forward-looking statements involve substantial uncertainties and risks and are based upon our current expectations, estimates and projections and reflect our beliefs and assumptions based upon information available to us at the date of this release. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including, but not limited to, the expected consolidation of Octomera in our consolidated financial statements, our reliance on, and our ability to grow, our decentralized cell therapy platform and OMPUL business, our ability to achieve and maintain overall profitability, our ability to manage our research and development programs that are based on novel technologies, our ability to control key elements relating to the development and commercialization of therapeutic product candidates with third parties, the timing of completion of clinical trials and studies, the availability of additional data, outcomes of clinical trials of our product candidates, the potential uses and benefits of our product candidates, the sufficiency of working capital to realize our business plans and our ability to raise additional capital, the development of our decentralized cell therapy processing, our ability to further our CGT development projects, either directly or through our JV partner agreements, and to fulfill our obligations under such agreements, our license agreements with other institutions, our ability to retain key employees, our competitors developing better or cheaper alternatives to our products, risks relating to legal proceedings against us and the risks and uncertainties discussed under the heading “RISK FACTORS” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and in our other filings with the Securities and Exchange Commission. We undertake no obligation to revise or update any forward-looking statement for any reason.

Investor relations contact for Orgenesis:

Crescendo Communications, LLC

Tel: 212-671-1021

Orgs@crescendo-ir.com

Communications contact for Orgenesis:

IB CommunicationsNeil Hunter / Michelle Boxall

Cover	Mar. 03, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 03, 2024
Entity File Number	001-38416
Entity Registrant Name	ORGENESIS INC.
Entity Central Index Key	0001460602
Entity Tax Identification Number	98-0583166
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	20271 Goldenrod Lane
Entity Address, City or Town	Germantown
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20876
City Area Code	(480)
Local Phone Number	659-6404
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ORGS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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