Common use of Counterparts and Electronic Means Clause in Contracts

Counterparts and Electronic Means. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. ORGENESIS INC. (A Nevada Corporation) CERTIFICATE NO. 2011-<>-<> This is to certify that, for value received, ____________________ of ____________________ (the “Holder”) has the right to purchase, upon and subject to the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”) from __________, 2012 to 4:30 p.m. (Pacific Time) on the Expiry Date (as defined in the attached Terms and Conditions), the number of fully paid and non-assessable common shares (the “Shares”) of Orgenesis Inc. (formerly known as Business Outsourcing Services Inc.) (the “Company”) set out above, by surrendering to the Company, at its offices at 00 Xxxxxxx Xxxxxx, Xxxxx Xxxxxx XX 00000, this Warrant Certificate with a Subscription in the form attached hereto as Appendix “B”, duly completed and executed, and cash, bank draft, certified cheque or money order in lawful money of the United States of America, payable to the order of the Company in an amount equal to the purchase price per Share multiplied by the number of Shares being purchased (the “Aggregate Purchase Price”). Subject to adjustment thereof in the events and in the manner set forth in the Terms and Conditions, the purchase price per Share on the exercise of each Non-Transferable Share Purchase Warrant (“Warrant”) evidenced hereby shall be US $1.00 per Share. These Warrants are issued subject to the Terms and Conditions, and the Holder may exercise the right to purchase Shares only in accordance with the Terms and Conditions. Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase any Shares at any time subsequent to the Expiry Date and from and after such time, these Warrants and all rights hereunder will be void and of no value.

Counterparts and Electronic Means. 19.1 This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. ORGENESIS INCTHIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS") AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS. WARRANT TO PURCHASE 68,445 shares of common stock at an Exercise Price of $5.11 Velvet Rope Special Events, Inc., a Delaware corporation (A Nevada Corporationthe "Company") CERTIFICATE NO. 2011-<>-<> This is to certify hereby certifies that, Red Strike One Investment Management, Inc., as the registered holder hereof (the "Holder"), for value received, ____________________ of ____________________ (is entitled to purchase from the “Holder”) has the right to purchase, upon and subject to the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”) from __________, 2012 to 4:30 p.m. (Pacific Time) on the Expiry Date (as defined in the attached Terms and Conditions), Company the number of fully paid and non-assessable common shares (the “Shares”) of Orgenesis Inc. (formerly known as Business Outsourcing Services Inc.) (the “Company”) set out above, by surrendering to the Company, at its offices at 00 Xxxxxxx Xxxxxx, Xxxxx Xxxxxx XX 00000, this Warrant Certificate with a Subscription in the form attached hereto as Appendix “B”, duly completed and executed, and cash, bank draft, certified cheque or money order in lawful money of the United States of America, payable to the order Common Stock of the Company in an amount equal to (the "Shares"), stated above at the purchase price of $5.11 per Share multiplied by (the "Exercise Price") (the number of Shares and Exercise Price being purchased (the “Aggregate Purchase Price”). Subject subject to adjustment thereof in the events and in the manner set forth in the Terms and Conditions, the purchase price per Share on the exercise of each Non-Transferable Share Purchase Warrant (“Warrant”as hereinafter provided) evidenced hereby shall be US $1.00 per Share. These Warrants are issued subject to the Terms and Conditions, and the Holder may exercise the right to purchase Shares only in accordance with the Terms and Conditions. Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase any Shares at any time subsequent to the Expiry Date terms and from and after such time, these Warrants and all rights hereunder will be void and of no valueconditions herein provided.

Counterparts and Electronic Means. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. SCHEDULE "A" FORM OF WARRANT THESE WARRANTS ARE NOT TRANSFERABLE THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933 ACT) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. ORGENESIS INC. (FORMERLY BUSINESS OUTSOURCING SERVICES INC.) (A Nevada Corporation) NON-TRANSFERABLE WARRANT CERTIFICATE CERTIFICATE NO. 2011-<>-<> This is to certify that, for value received, __________________2011-__-__ of ____________________ NUMBER OF WARRANTS: RIGHT TO PURCHASE 500,000 SHARES ------- THESE NON-TRANSFERABLE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (the “Holder”PACIFIC TIME) has the right to purchase, upon and subject to the terms and conditions attached hereto as Appendix “A” ON THE EXPIRY DATE (the “Terms and Conditions”) from __________, 2012 to 4:30 p.m. (Pacific Time) on the Expiry Date (as defined in the attached Terms and Conditions), the number of fully paid and nonAS DEFINED IN THE TERMS AND CONDITIONS ATTACHED TO THIS WARRANT CERTIFICATE. NON-assessable common shares (the “Shares”) of Orgenesis Inc. (formerly known as Business Outsourcing Services Inc.) (the “Company”) set out above, by surrendering to the Company, at its offices at 00 Xxxxxxx Xxxxxx, Xxxxx Xxxxxx XX 00000, this Warrant Certificate with a Subscription in the form attached hereto as Appendix “B”, duly completed and executed, and cash, bank draft, certified cheque or money order in lawful money of the United States of America, payable to the order of the Company in an amount equal to the purchase price per Share multiplied by the number of Shares being purchased (the “Aggregate Purchase Price”)TRANSFERABLE SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF ORGENESIS INC. Subject to adjustment thereof in the events and in the manner set forth in the Terms and Conditions, the purchase price per Share on the exercise of each Non-Transferable Share Purchase Warrant (“Warrant”) evidenced hereby shall be US $1.00 per Share. These Warrants are issued subject to the Terms and Conditions, and the Holder may exercise the right to purchase Shares only in accordance with the Terms and Conditions. Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase any Shares at any time subsequent to the Expiry Date and from and after such time, these Warrants and all rights hereunder will be void and of no value.THE WARRANTS REPRESENTED BY THIS CERTIFICATE

Counterparts and Electronic Means. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. ORGENESIS SOLARIS POWER CELLS, INC. (A Nevada Corporation) CERTIFICATE NO. 2011-<>-2013- <>-<> NUMBER OF WARRANTS: ________ RIGHT TO PURCHASE ______________SHARES This is to certify that, for value received, ____________________ of ____________________ (the “Holder”) has the right to purchase, upon and subject to the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”) from __________, 2012 2013 to 4:30 p.m. (Pacific Time) on the Expiry Date (as defined in the attached Terms and Conditions), the number of fully paid and non-assessable common shares (the “Shares”) of Orgenesis Solaris Power Cells, Inc. (formerly known as Business Outsourcing Services Inc.) (the “Company”) set out above, by surrendering to the Company, at its offices at 00 Xxxxxxx Xxxxxx0000 X. Xxxxxxxx Xxx, Xxxxx Xxxxxx XX Xxxx Xxxxxxx, Xxxxxxxxxx 00000, this Warrant Certificate with a Subscription in the form attached hereto as Appendix “B”, duly completed and executed, and cash, bank draft, certified cheque or money order in lawful money of the United States of America, payable to the order of the Company in an amount equal to the purchase price per Share multiplied by the number of Shares being purchased (the “Aggregate Purchase Price”). Subject to adjustment thereof in the events and in the manner set forth in the Terms and Conditions, the purchase price per Share on the exercise of each Non-Transferable Share Purchase Warrant (“Warrant”) evidenced hereby shall be US $1.00 0.40 per Share. These Warrants are issued subject to the Terms and Conditions, and the Holder may exercise the right to purchase Shares only in accordance with the Terms and Conditions. Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase any Shares at any time subsequent to the Expiry Date and from and after such time, these Warrants and all rights hereunder will be void and of no value.

Counterparts and Electronic Means. 18.1 This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. ORGENESIS INC. (A Nevada Corporation) CERTIFICATE NO. 2011-<>-<> This is to certify thatApril _______________, for value received, 2013 ________________________ of ________________________ (the “Holder”) has the right to purchase, upon and subject to the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”) from ________________________ Ladies and Gentlemen: Re: Lock-up of shares held in Joymain International Development Group Inc., 2012 to 4:30 p.m. (Pacific Time) on the Expiry Date (as defined in the attached Terms and Conditions), the number of fully paid and non-assessable common shares (the “Shares”) of Orgenesis Inc. (formerly known as Business Outsourcing Services Inc.) a Nevada corporation (the “Company”) set out above, by surrendering (the “Shareholder”) Reference is made to the CompanySubscription Agreement (the “Subscription Agreement”) between the Company and the undersigned Shareholder dated concurrently with this letter and to which this letter is attached as Schedule “A”. The undersigned Shareholder irrevocably agrees with the Company that, at its offices at 00 Xxxxxxx Xxxxxxfrom the date hereof until April , Xxxxx Xxxxxx XX 000002016 (such period, this Warrant Certificate the “Restriction Period”), the Shareholder will not except in accordance with a Subscription the terms hereof, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the form attached hereto as Appendix “B”disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Shareholder or any Affiliate of the Shareholder or any person in privity with the Shareholder or any Affiliate of the Shareholder, duly completed and executeddirectly or indirectly, and cashin respect of, bank draft, certified cheque or money order in lawful money establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the United States Securities Exchange Act of America1934 (each, payable to a “Transfer”) with respect to, any shares of Common Stock acquired by the order Shareholder in the capital of the Company in an amount equal pursuant to the purchase price per Share multiplied by the number of Shares being purchased (the Subscription Agreement(the “Aggregate Purchase PriceSecurities”). Subject In order to adjustment thereof in the events and in the manner set forth in the Terms and Conditionsenforce this covenant, the purchase price per Share on Company shall have the exercise right impose irrevocable stop-transfer instructions preventing the Company’s transfer agent from effecting any actions in violation of each Non-Transferable Share Purchase Warrant (“Warrant”) evidenced hereby this Letter Agreement. Notwithstanding the foregoing, the Shareholder shall be US $1.00 per Share. These Warrants are issued subject permitted to make the Terms and Conditions, and following Transfers of the Holder may exercise shares Securities during the right to purchase Shares only Restriction Period expressly in accordance with the Terms and Conditions. Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase any Shares at any time subsequent to the Expiry Date and from and after such timefollowing (collectively, these Warrants and all rights hereunder will be void and of no value“Permitted Transfers”).

Counterparts and Electronic Means. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. ORGENESIS INC. (A Nevada Corporation) CERTIFICATE NO. 2011-<>-<> NUMBER OF WARRANTS: ___________ RIGHT TO PURCHASE __________SHARES This is to certify that, for value received, ____________________ of ____________________ (the “Holder”) has the right to purchase, upon and subject to the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”) from _______________, 2012 2014 to 4:30 5:00 p.m. (Pacific Time) on the Expiry Date (as defined in the attached Terms and Conditions), the number of fully paid and non-assessable common shares (the “Shares”) of Orgenesis Inc. (formerly known as Business Outsourcing Services Inc.) (the “Company”) set out above, by surrendering to the Company, at its offices at 00 Xxxxxxx Xxxxxx, Xxxxx Xxxxxx XX 00000, this Warrant Certificate with a Subscription in the form attached hereto as Appendix “B”, duly completed and executed, and cash, bank draft, certified cheque or money order in lawful money of the United States of America, payable to the order of the Company in an amount equal to the purchase price per Share multiplied by the number of Shares being purchased (the “Aggregate Purchase Price”). Subject to adjustment thereof in the events and in the manner set forth in the Terms and Conditions, the purchase price per Share on the exercise of each Non-Transferable Share Purchase Warrant (“Warrant”) evidenced hereby shall be US $1.00 0.52 per Share. These Warrants are issued subject to the Terms and Conditions, and the Holder may exercise the right to purchase Shares only in accordance with the Terms and Conditions. Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase any Shares at any time subsequent to the Expiry Date and from and after such time, these Warrants and all rights hereunder will be void and of no value.

Counterparts and Electronic Means. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. ORGENESIS INC. (A Nevada Corporation) CERTIFICATE NO. 2011-<>-<> This is to certify that, for value received, ____________________ of ____________________ (the “Holder”) has the right to purchase, upon and subject to the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”) from _______________, 2012 2013 to 4:30 5:00 p.m. (Pacific Time) on the Expiry Date (as defined in the attached Terms and Conditions), the number of fully paid and non-assessable common shares (the “Shares”) of Orgenesis Inc. (formerly known as Business Outsourcing Services Inc.) (the “Company”) set out above, by surrendering to the Company, at its offices at 00 Xxxxxxx Xxxxxx, Xxxxx Xxxxxx XX 00000, this Warrant Certificate with a Subscription in the form attached hereto as Appendix “B”, duly completed and executed, and cash, bank draft, certified cheque or money order in lawful money of the United States of America, payable to the order of the Company in an amount equal to the purchase price per Share multiplied by the number of Shares being purchased (the “Aggregate Purchase Price”). Subject to adjustment thereof in the events and in the manner set forth in the Terms and Conditions, the purchase price per Share on the exercise of each Non-Transferable Share Purchase Warrant (“Warrant”) evidenced hereby shall be US $1.00 0.52 per Share. These Warrants are issued subject to the Terms and Conditions, and the Holder may exercise the right to purchase Shares only in accordance with the Terms and Conditions. Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase any Shares at any time subsequent to the Expiry Date and from and after such time, these Warrants and all rights hereunder will be void and of no value.

Counterparts and Electronic Means. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. ORGENESIS INC. (A Nevada Corporation) CERTIFICATE NO. 2011-<>-201<>-<>- <> This is to certify that, for value received, ____________________ of ____________________ (the “Holder”) has the right to purchase, upon and subject to the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”) from __________, 2012 201<> to 4:30 p.m. (Pacific Time) on the Expiry Date (as defined in the attached Terms and Conditions), the number of fully paid and non-assessable common shares (the “Shares”) of Orgenesis Inc. (formerly known as Business Outsourcing Services Inc.) (the “Company”) set out above, by surrendering to the Company, at its offices at 00 Xxxxxxx Xxxxxx, Xxxxx Xxxxxx XX 00000<>, this Warrant Certificate with a Subscription in the form attached hereto as Appendix “B”, duly completed and executed, and cash, bank draft, certified cheque or money order in lawful money of the United States of America, payable to the order of the Company in an amount equal to the purchase price per Share multiplied by the number of Shares being purchased (the “Aggregate Purchase Price”). Subject to adjustment thereof in the events and in the manner set forth in the Terms and Conditions, the purchase price per Share on the exercise of each Non-Transferable Share Purchase Warrant (“Warrant”) evidenced hereby shall be US $1.00 <> per Share. These Warrants are issued subject to the Terms and Conditions, and the Holder may exercise the right to purchase Shares only in accordance with the Terms and Conditions. Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase any Shares at any time subsequent to the Expiry Date and from and after such time, these Warrants and all rights hereunder will be void and of no value.

Counterparts and Electronic Means. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy and execution of this Subscription Agreement by electronic mail or facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. ORGENESIS INC. TO: Toro Beverages Inc. (A Nevada CorporationLes Boissons Toro Inc.) CERTIFICATE NO. 2011-<>-<> This is to certify that, for value received, ____________________ of ____________________ (the “Holder”"Issuer") has SECURITY: Common Share and one-half of one Common Share purchase Warrant, each whole Warrant exercisable into a Common Share at an exercise price of $0.50 for a period of thirty-six (the right "Securities") In connection with the purchase of the Securities of the Issuer, the undersigned subscriber (the "Subscriber") hereby represents, warrants, covenants and certifies to purchasethe Issuer (and acknowledges that the Issuer, upon its counsel and subject agent, are entitled to rely thereon) that: 1. The Subscriber is purchasing the Securities as principal for its own account. SAMPLE 2. The Subscriber is and will be at Closing an "accredited investor" within the meaning of NI 45-106 or Section 73.3 of the Securities Act (Ontario) by virtue of satisfying the indicated criterion as set out below in this Schedule 1. DO NOT COPY 3. The Subscriber fully understands the meaning of the terms and conditions attached hereto of the category of "accredited investor" applicable to it and confirms that it has reviewed and understands the definitions below in this Schedule 1 in respect of the category of "accredited investor" applicable to it and, in particular, 4. If the Subscriber is an "accredited investor" by virtue of satisfying paragraph (j), (j.1), (k) or (l) in this Schedule 1, it has reviewed and understands the definitions of "financial assets", "related liabilities" and "net assets", as Appendix “A” applicable, contained below, and if so, except for subscribers under (j.1) it acknowledges that it needs to complete Schedule 3 to the “Terms Subscription Agreement and Conditions”upon execution of Schedule 3 by the Subscriber, Schedule 3 shall be incorporated into and form a part of the Subscription Agreement and the Issuer, its counsel and agent, shall be entitled to rely thereon, 5. The Subscriber was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) from __________of this Schedule 1. 6. Upon execution of this Schedule 1 by the Subscriber, 2012 this certificate shall be incorporated into and form a part of the Subscription Agreement and the Issuer, its counsel and agent, shall be entitled to 4:30 p.m. rely thereon. ⌫ Print name of Subscriber Dated: Print name of signatory In connection with the purchase of the Securities by the Subscriber, the Subscriber certifies for the benefit of the Issuer that the Subscriber is an "accredited investor" within the meaning of NI 45-106 or Section 73.3 of the Securities Act (Pacific TimeOntario) on the Expiry Date (as defined in the attached Terms and Conditions)category indicated below: (i) except in Ontario, a person registered under the number securities legislation of fully paid and non-assessable common shares (the “Shares”) of Orgenesis Inc. (formerly known as Business Outsourcing Services Inc.) (the “Company”) set out above, by surrendering to the Company, at its offices at 00 Xxxxxxx Xxxxxx, Xxxxx Xxxxxx XX 00000, this Warrant Certificate with a Subscription in the form attached hereto as Appendix “B”, duly completed and executed, and cash, bank draft, certified cheque or money order in lawful money of the United States of America, payable to the order of the Company in an amount equal to the purchase price per Share multiplied by the number of Shares being purchased (the “Aggregate Purchase Price”). Subject to adjustment thereof in the events and in the manner set forth in the Terms and Conditions, the purchase price per Share on the exercise of each Non-Transferable Share Purchase Warrant (“Warrant”) evidenced hereby shall be US $1.00 per Share. These Warrants are issued subject to the Terms and Conditions, and the Holder may exercise the right to purchase Shares only in accordance with the Terms and Conditions. Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase any Shares at any time subsequent to the Expiry Date and from and after such time, these Warrants and all rights hereunder will be void and of no value.jurisdiction

Counterparts and Electronic Means. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. ORGENESIS INC. (A Nevada Corporation) CERTIFICATE NO. 2011-<>-<> NUMBER OF WARRANTS: ____________ RIGHT TO PURCHASE ___________ SHARES This is to certify that, for value received, ____________________ of ____________________ (the “Holder”) has the right to purchase, upon and subject to the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”) from _______________, 2012 2015 to 4:30 5:00 p.m. (Pacific Time) on the Expiry Date (as defined in the attached Terms and Conditions), the number of fully paid and non-assessable common shares (the “Shares”) of Orgenesis Inc. (formerly known as Business Outsourcing Services Inc.) (the “Company”) set out above, by surrendering to the Company, at its offices at 00 Xxxxxxx Xxxxxx00000 Xxxxxxxxx Xxxx, Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000, this Warrant Certificate with a Subscription in the form attached hereto as Appendix “B”, duly completed and executed, and cash, bank draft, certified cheque or money order in lawful money of the United States of America, payable to the order of the Company in an amount equal to the purchase price per Share multiplied by the number of Shares being purchased (the “Aggregate Purchase Price”). Subject to adjustment thereof in the events and in the manner set forth in the Terms and Conditions, the purchase price per Share on the exercise of each Non-Transferable Share Purchase Warrant (“Warrant”) evidenced hereby shall be US $1.00 0.52 per Share. These Warrants are issued subject to the Terms and Conditions, and the Holder may exercise the right to purchase Shares only in accordance with the Terms and Conditions. Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase any Shares at any time subsequent to the Expiry Date and from and after such time, these Warrants and all rights hereunder will be void and of no value.

Counterparts and Electronic Means. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. ORGENESIS Schedule “A” Form of Warrant ONLINE DISRUPTIVE TECHNOLOGIES, INC. (A Nevada Corporation) CERTIFICATE NONON-TRANSFERABLE SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF ONLINE DISRUPTIVE TECHNOLOGIES, INC. 2011-<>-<> This is to certify that, for value received, ____________________ of ____________________ (the “Holder”) has the right to purchase, upon and subject to the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”) from __________, 2012 201__ to 4:30 p.m. (Pacific Eastern Time) on the Expiry Date (as defined in the attached Terms and Conditions), the number of fully paid and non-assessable common shares (the “Shares”) of Orgenesis Online Disruptive Technologies, Inc. (formerly known as Business Outsourcing Services Inc.) (the “Company”) set out above, by surrendering to the Company, at its offices at c/o Savicell Ltd. MATAM Advanced Xxxxxxxxxx Xxxx, Xxxxxxxx #00 Xxxxxxx XxxxxxX.X. Xxx 00000, Xxxxx Xxxxxx XX 000003190501 Israel, this Warrant Certificate with a Subscription in the form attached hereto as Appendix “B”, duly completed and executed, and cash, bank draft, certified cheque or money order in lawful money of the United States of America, payable to the order of the Company in an amount equal to the purchase price per Share multiplied by the number of Shares being purchased (the “Aggregate Purchase Price”). Subject to adjustment thereof in the events and in the manner set forth in the Terms and Conditions, the purchase price per Share on the exercise of each Non-Transferable Share Purchase Warrant (“Warrant”) evidenced hereby shall be US $1.00 0.20 per Share. These Warrants are issued subject to the Terms and Conditions, and the Holder may exercise the right to purchase Shares only in accordance with the Terms and Conditions. Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase any Shares at any time subsequent to the Expiry Date and from and after such time, these Warrants and all rights hereunder will be void and of no value.

Counterparts and Electronic Means. 19.1 This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. ORGENESIS All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. The categories listed herein contain certain specifically defined terms. If you are unsure as to the meanings of those terms, or are unsure as to the applicability of any category below, please contact your broker and/or legal advisor before completing this certificate. The purpose of this Questionnaire is to assure RAINMAKER WORLDWIDE INC. (A Nevada Corporation) CERTIFICATE NO. 2011-<>-<> This is to certify that, for value received, ____________________ of ____________________ (the “Holder”) has the right to purchase, upon and subject to the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”) from __________, 2012 to 4:30 p.m. (Pacific Time) on the Expiry Date (as defined in the attached Terms and Conditions), the number of fully paid and non-assessable common shares (the “Shares”) of Orgenesis Inc. (formerly known as Business Outsourcing Services Inc.) (the “Company”) set out abovethat the undersigned Subscriber will meet certain requirements of National Instrument 45-106 ("NI 45-106"). The Company will rely on the information contained in this Questionnaire for the purposes of such determination. In connection with the purchase by the undersigned Subscriber of the Subscriber’s Shares, the Subscriber, on its own behalf and on behalf of each of the beneficial purchasers for whom the Subscriber is acting, hereby represents, warrants, covenants and certifies to the Company (and acknowledges that the Company and its counsel are relying thereon) that: (a) the Subscriber, or each of the beneficial purchasers for whom the Subscriber is acting, is purchasing the Subscriber’s Shares as principal for its own account and not for the benefit of any other person; (b) the Subscriber, or each of the beneficial purchasers for whom the Subscriber is acting, is an “accredited investor” within the meaning of NI 45-106 on the basis that the undersigned fits within the category of an “accredited investor” reproduced below beside which the undersigned has indicated the undersigned belongs to such category; (c) upon execution of this Schedule “A”, including if applicable Exhibit “A” attached hereto, by surrendering the Subscriber, this Schedule “A” shall be incorporated into and form a part of the Subscription Agreement. (a) except in Ontario, a Canadian financial institution, or a Schedule III bank; (a.1) in Ontario, a financial institution that is (i) a bank listed in Schedule I, II or III of the Bank Act (Canada); (ii) an association to which the Cooperative Credit Associations Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473(1) of the Securities Act (Ontario); or (iii) a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case may be; (b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); (c) a subsidiary of any person or company referred to in paragraphs (a), (a.1) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary; (d) a person or company registered under the securities legislation of a jurisdiction (province or territory) of Canada as an adviser or dealer, except as otherwise prescribed by the regulations; (e) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d); (e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); (f) the Government of Canada or a jurisdiction (province or territory) of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction (province or territory) of Canada; (g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec; (h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; (i) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction (province or territory) of Canada; (j) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes, but net of any related liabilities, exceeds $1,000,000; (j.1) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000; (k) an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; (l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000; (m) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements; (n) an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] or 2.19 [Additional investment in investment funds] of NI 45-106, or (iii) a person described in sub- paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106; (o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt; (p) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be; (q) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; (r) a registered charity under the Income Tax Act (Canada) that, in regard to the Companytrade, at its offices at 00 Xxxxxxx Xxxxxx, Xxxxx Xxxxxx XX 00000, this Warrant Certificate with a Subscription in has obtained advice from an eligibility adviser or an adviser registered under the form attached hereto as Appendix “B”, duly completed and executed, and cash, bank draft, certified cheque or money order in lawful money securities legislation of the United States of America, payable to the order jurisdiction of the Company registered charity to give advice on the securities being traded; (s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function; (t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors; (u) an amount equal to the purchase price per Share multiplied investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; (v) a person that is recognized or designated by the number of Shares being purchased (the “Aggregate Purchase Price”). Subject to adjustment thereof securities regulatory authority or, except in the events Ontario and in the manner set forth in the Terms and ConditionsQuébec, the purchase price per Share on regulator as an accredited investor; or (w) a trust established by an accredited investor for the exercise benefit of each Non-Transferable Share Purchase Warrant (“Warrant”) evidenced hereby shall be US $1.00 per Share. These Warrants the accredited investor’s family members of which a majority of the trustees are issued subject to the Terms and Conditions, and the Holder may exercise the right to purchase Shares only in accordance with the Terms and Conditions. Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase any Shares at any time subsequent to the Expiry Date and from and after such time, these Warrants accredited investors and all rights hereunder will be void and of no value.the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse. For the purposes hereof, the following definitions are included for convenience: (a) “bank” means a bank named in Schedule I or II of the Bank Act (Canada);