Common use of United States Restrictions Clause in Contracts

United States Restrictions. These Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the 1000 Xxx) unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any applicable state securities laws or unless an exemption from such registration is available. DATED as of the date first above written in these Terms and Conditions. Per: Name: Nxxx Xxxxxxxxxx Title: Chief Financial Officer TO: ORGENESIS INC. 20000 Xxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 The undersigned, bearer of the attached Non-Transferable Share Purchase Warrants, hereby subscribes for _____________ of shares of common stock of Orgenesis Inc. (the “Company”) referred to in the Warrants according to the conditions thereof and herewith makes payment of the purchase price in full for the said number of shares at the price of U.S. $6.24 per share if exercised on or before 5:00 p.m. (Pacific Time) on the Expiry Date (as that term is defined in the Terms and Conditions attached to the Non-Transferable Share Purchase Warrant). Cash, a certified cheque, bank draft or money order is enclosed herewith for such amount. The undersigned hereby directs that the shares hereby subscribed for be issued and delivered as follows: (Please print full names in which share certificates are to be issued. The Shares must be issued in the name of the Holder.) DATED this ______ day of ___________________ , 20___ . (the “Exercise Date”) Witness Signature Please print your name and address in full Address

United States Restrictions. These Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the 1000 0000 Xxx) unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any applicable state securities laws or unless an exemption from such registration is available. DATED as of the date first above written in these Terms and Conditions. Per: Name: Nxxx Xxxx Xxxxxxxxxx Title: Chief Financial Officer TO: ORGENESIS INC. 20000 00000 Xxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 The undersigned, bearer of the attached Non-Transferable Share Purchase Warrants, hereby subscribes for _____________ _of shares of common stock of Orgenesis Inc. (the “"Company”") referred to in the Warrants according to the conditions thereof and herewith makes payment of the purchase price in full for the said number of shares at the price of U.S. $6.24 7.00 per share if exercised on or before 5:00 p.m. (Pacific Time) on the Expiry Date (as that term is defined in the Terms and Conditions attached to the Non-Transferable Share Purchase Warrant). Cash, a certified cheque, bank draft or money order is enclosed herewith for such amount. The undersigned hereby directs that the shares hereby subscribed for be issued and delivered as follows: (Please print full names in which share certificates are to be issued. The Shares must be issued in the name of the Holder.) DATED this ______ day of ___________________ , 20___ . (the “Exercise Date”) Witness Signature Please print your name and address in full Address:

United States Restrictions. These Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the 1000 0000 Xxx) unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any applicable state securities laws or unless an exemption from such registration is available. DATED as of the date first above written in these Terms and Conditions. Per: Name: Nxxx Xxxxxxxxxx Title: Chief Financial Officer TO: ORGENESIS INC. 20000 00000 Xxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 The undersigned, bearer of the attached Non-Transferable Share Purchase Warrants, hereby subscribes for _____________ of shares of common stock of Orgenesis Inc. (the “"Company”") referred to in the Warrants according to the conditions thereof and herewith makes payment of the purchase price in full for the said number of shares at the price of U.S. $6.24 7.00 per share if exercised on or before 5:00 p.m. (Pacific Time) on the Expiry Date (as that term is defined in the Terms and Conditions attached to the Non-Transferable Share Purchase Warrant). Cash, a certified cheque, bank draft or money order is enclosed herewith for such amount. The undersigned hereby directs that the shares hereby subscribed for be issued and delivered as follows: (Please print full names in which share certificates are to be issued. The Shares must be issued in the name of the Holder.) DATED this ______ day of ___________________ , 20___ . (the “Exercise Date”) Witness Signature Please print your name and address in full Address:

United States Restrictions. These Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the 1000 Xxx1933 Act) unless these Warrants and the Shares issuable upon exercise hereof exercisx xxxxxx have been registered under the 1933 Act, and any applicable state securities laws or unless an exemption from such registration is available. DATED as of the date first above written in these Terms and Conditions. ORGENESIS INC. Per: Name: Nxxx Xxxxxxxxxx Title: Chief Financial Officer -------------------------------------------------------------- APPENDIX "B" SUBSCRIPTION FORM (ONE NON-TRANSFERABLE SHARE PURCHASE WARRANT IS REQUIRED TO SUBSCRIBE FOR EACH COMMON SHARE) TO: ORGENESIS INC. 20000 Xxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 34 Kibbutz Galuyot Street Tel Aviv 66550 Israel The undersigned, bearer of the attached Nonxx xxx xxxxxxxx Xxx-Transferable Share Xxxxxxxxxxxx Xhare Purchase Warrants, hereby subscribes for _____________ of shares of common stock of Orgenesis Inc. (the “Company”"COMPANY") referred to in the Warrants according to the conditions thereof and herewith makes payment of the purchase price in full for the said number of shares at the price of U.S. $6.24 1.00 per share if exercised on or before 5:00 4:30 p.m. (Pacific Time) on the Expiry Date (as that term is defined in the Terms and Conditions attached to the Non-Transferable Share Purchase Warrant). Cash, a certified cheque, bank draft or money order is enclosed herewith for such amount. The undersigned hereby directs that the shares hereby subscribed for be issued and delivered as follows: Name(s) in Full Address(es) Number of Shares ------------------------- ------------------------------ ------------------- ------------------------- ------------------------------ ------------------- (Please print full names in which share certificates are to be issued. The Shares Share must be issued in the name of the Holder.) DATED this ______ day of ___________________ , 20___ . (the “Exercise Date”"EXERCISE DATE") -------------------------------- ------------------------------------- Witness Signature Please print your name and address in full AddressAddress ------------------------------- ------------------------------ ------------------------------------- TERMS AND CONDITIONS The Warrants are issued subject to the Terms and Conditions, which are attached to the Warrant Certificate delivered to the Holder.

United States Restrictions. These Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the 1000 0000 Xxx) unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any applicable state securities laws or unless an exemption from such registration is available. DATED as of the date first above written in these Terms and Conditions. ONLINE DISRUPTIVE TECHNOLOGIES, INC. Per: Name: Nxxx Xxxxxxxxxx Title: Chief Financial Officer _______________________________________________ Name Title TO: ORGENESIS ONLINE DISRUPTIVE TECHNOLOGIES, INC. 20000 Xxxxxxxxx Xxxx Xxxxxxxxxxc/o Savicell Ltd. MATAM Advanced Xxxxxxxxxx Xxxx, XX 00000 Xxxxxxxx #00 X.X. Xxx 00000, Xxxxx 0000000 Xxxxxx The undersigned, bearer of the attached Non-Transferable Share Purchase Warrants, hereby subscribes for _____________ of shares of common stock of Orgenesis Online Disruptive Technologies, Inc. (the “Company”) referred to in the Warrants according to the conditions thereof and herewith makes payment of the purchase price in full for the said number of shares at the price of U.S. $6.24 0.20 per share if exercised on or before 5:00 4:30 p.m. (Pacific Eastern Time) on the Expiry Date (as that term is defined in the Terms and Conditions attached to the Non-Transferable Share Purchase Warrant). Cash, a certified cheque, bank draft or money order is enclosed herewith for such amount. The undersigned hereby directs that the shares hereby subscribed for be issued and delivered as follows: (Please print full names in which share certificates are to be issued. The Shares Share must be issued in the name of the Holder.) DATED this ______ day of ___________________ , 20___ . (the “Exercise Date”) ______________________________________ ______________________________________ Witness Signature Please print your name and address in full Address______________________________________ Address _______________________________ _______________________________

United States Restrictions. These Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the 1000 0000 Xxx) unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any applicable state securities laws or unless an exemption from such registration is available. DATED as of the date first above written in these Terms and Conditions. Per: Name: Nxxx Xxxxxxxxxx Title: Chief Financial Officer Name Title TO: ORGENESIS INC. 20000 Xxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 <> The undersigned, bearer of the attached Non-Transferable Share Purchase Warrants, hereby subscribes for _____________ of shares of common stock of Orgenesis Inc. (the “Company”) referred to in the Warrants according to the conditions thereof and herewith makes payment of the purchase price in full for the said number of shares at the price of U.S. $6.24 <> per share if exercised on or before 5:00 4:30 p.m. (Pacific Time) on the Expiry Date (as that term is defined in the Terms and Conditions attached to the Non-Transferable Share Purchase Warrant). Cash, a certified cheque, bank draft or money order is enclosed herewith for such amount. The undersigned hereby directs that the shares hereby subscribed for be issued and delivered as follows: (Please print full names in which share certificates are to be issued. The Shares Share must be issued in the name of the Holder.) DATED this ______ day of ___________________ _, 20___ . (the “Exercise Date”) Witness Signature Please print your name and address in full Address

United States Restrictions. These Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the 1000 0000 Xxx) unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any applicable state securities laws or unless an exemption from such registration is available. DATED as of the date first above written in these Terms and Conditions. Per: Name: Nxxx Xxxxxxxxxx Title: Chief Financial Officer Name Title SUBSCRIPTION FORM (ONE NON-TRANSFERABLE SHARE PURCHASE WARRANT IS REQUIRED TO SUBSCRIBE FOR EACH COMMON SHARE) TO: ORGENESIS INC. 20000 00000 Xxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 The undersigned, bearer of the attached Non-Transferable Share Purchase Warrants, hereby subscribes for _____________ _of shares of common stock of Orgenesis Inc. (the “Company”) referred to in the Warrants according to the conditions thereof and herewith makes payment of the purchase price in full for the said number of shares at the price of U.S. $6.24 0.52 per share if exercised on or before 5:00 p.m. (Pacific Time) on the Expiry Date (as that term is defined in the Terms and Conditions attached to the Non-Transferable Share Purchase Warrant). Cash, a certified cheque, bank draft or money order is enclosed herewith for such amount. The undersigned hereby directs that the shares hereby subscribed for be issued and delivered as follows: (Please print full names in which share certificates are to be issued. The Shares Share must be issued in the name of the Holder.) DATED this ______ _day of ___________________ _, 20___ . (the “Exercise Date”) Witness Signature Please print your name and address in full Address

United States Restrictions. These Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the 1000 0000 Xxx) unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any applicable state securities laws or unless an exemption from such registration is available. DATED as of the date first above written in these Terms and Conditions. Per: Name: Nxxx Xxxx Xxxxxxxxxx Title: :Chief Financial Officer TO: ORGENESIS INC. 20000 00000 Xxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 The undersigned, bearer of the attached Non-Transferable Share Purchase Warrants, hereby subscribes for _____________ _of shares of common stock of Orgenesis Inc. (the “"Company”") referred to in the Warrants according to the conditions thereof and herewith makes payment of the purchase price in full for the said number of shares at the price of U.S. $6.24 7.00 per share if exercised on or before 5:00 p.m. (Pacific Time) on the Expiry Date (as that term is defined in the Terms and Conditions attached to the Non-Transferable Share Purchase Warrant). Cash, a certified cheque, bank draft or money order is enclosed herewith for such amount. The undersigned hereby directs that the shares hereby subscribed for be issued and delivered as follows: (Please print full names in which share certificates are to be issued. The Shares must be issued in the name of the Holder.) DATED this ______ day of ___________________ , 20___ . (the “Exercise Date”) Witness Signature Please print your name and address in full Address