EXHIBIT 10.1
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT")
RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO
ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT 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, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE 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 COMPLIANCE WITH THE 1933 ACT.
PRIVATE PLACEMENT SUBSCRIPTION
ORGENESIS INC.
INSTRUCTIONS TO SUBSCRIBER:
1. COMPLETE the information on Page 2 of this Subscription Agreement. YOU MUST
RESIDE OUTSIDE NORTH AMERICA TO USE THIS FORM.
2. DELIVER the Subscription Proceeds, in the form of bank draft or wire
transfer (wire transfer instructions will be provided upon request),
together with one originally executed copy of this entire Subscription
Agreement to Orgenesis Inc., at
Xxxxx Xxxxxx LLP
800 - 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X0X0
Xxxxxx
3. EMAIL a copy of Page 2 of this Subscription Agreement to Xxxxx Xxxxxx LLP,
counsel for Orgenesis Inc., attention Xxxxxxx Xxxxxx xxx@xxxxxxx.xxx
XXXXX XXXXXX LLP ARE AUTHORIZED TO RELEASE ANY FUNDS RECEIVED TO ORGENESIS INC.
IMMEDIATELY UPON ISSUANCE OF THE SECURITIES SUBSCRIBED FOR IN THIS SUBSCRIPTION.
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ORGENESIS INC.
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
The undersigned (the "SUBSCRIBER") hereby irrevocably subscribes for and agrees
to purchase from Orgenesis Inc. (the "ISSUER") that number of units of the
Issuer (the "UNITS") set out below at a price of $1.00 per Unit. Each Unit is
comprised of one share of common stock in the capital of the Issuer (each, a
"SHARE") and two non-transferable common stock share purchase warrants (each, a
"WARRANT"). Each Warrant shall entitle the holder thereof to acquire one
additional Share (each, a "WARRANT SHARE") at a price of $1.00 per Warrant Share
until 5:00 p.m. (Pacific time) on the date of expiration of the Warrant, which
is three years following the Closing Date (as defined herein), and the
Subscriber must exercise the Warrants upon certain events occurring, as set
forth in the warrant certificate, a form of which is attached as Schedule "A"
(the "Warrant Certificate"). The Subscriber agrees to be bound by the terms and
conditions set forth in the attached "Terms and Conditions of Subscription for
Units".
SUBSCRIBER INFORMATION UNITS TO BE PURCHASED
Number of Units: X $1.00
--------------------------------------- ---------
(Name of Subscriber) =
Account Reference (if applicable): Aggregate Subscription Price:
X ------------------------------------
--------------------------------------- (the "SUBSCRIPTION AMOUNT")
(Signature of Subscriber - if the
Subscriber is an Individual) PLEASE COMPLETE IF PURCHASING AS
AGENT OR TRUSTEE FOR A PRINCIPAL
X (BENEFICIAL PURCHASER)(A "DISCLOSED
--------------------------------------- PRINCIPAL") AND NOT PURCHASING AS
(Signature of Authorized Signatory - if TRUSTEE OR AGENT FOR ACCOUNTS FULLY
the Subscriber is not an Individual) MANAGED BY IT.
---------------------------------------
(Name and Title of Authorized Signatory ------------------------------------
- if the Subscriber is not an Individual) (Name of Disclosed Principal)
--------------------------------------- ------------------------------------
(SIN, SSN, or other Tax Identification (Address of Disclosed Principal)
Number of the Subscriber)
------------------------------------
--------------------------------------- (Account Reference, if applicable)
--------------------------------------- ------------------------------------
(Subscriber's Address, including city (SIN, SSN, or other Tax
and province or state or residence) Identification Number of Disclosed
Principal)
--------------------------------------
(Telephone Number) (Email Address)
REGISTER THE SHARES, WARRANTS AND WARRANT DELIVER THE SHARES, WARRANTS AND
SHARES AS SET FORTH BELOW: WARRANT SHARES AS SET FORTH BELOW:
--------------------------------------- ------------------------------------
(Name to Appear on Share and Warrant (Attention - Name)
Certificate)
------------------------------------
--------------------------------------- (Account Reference, if applicable)
(Account Reference, if applicable)
------------------------------------
--------------------------------------- (Address, including Postal Code)
(Address, including Postal Code)
------------------------------------
(Telephone Number)
ACCEPTANCE
The Issuer hereby accepts the subscription as set forth above on the terms and
conditions contained in this Subscription Agreement. as of the ____ day of
_______________________, 2012.
ORGENESIS INC.
Per:
---------------------------------
Authorized Signatory
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THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT")
RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO
ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT 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, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE 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 COMPLIANCE WITH THE 1933 ACT.
PRIVATE PLACEMENT SUBSCRIPTION
(Offshore Subscribers Only Outside North America)
TO: ORGENESIS INC. (the "Company")
0000 XX 0xx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxx, 00000
PURCHASE OF UNITS
1. SUBSCRIPTION
1.1 The undersigned (the "SUBSCRIBER") hereby irrevocably subscribes for and
agrees to purchase units (the "UNITS") in the amount set out on Page 2 of this
Subscription Agreement, at a price of US $1.00 per Unit (such subscription and
agreement to purchase being the "SUBSCRIPTION"), for the total subscription
price as set out on Page 2 of this Subscription Agreement (the "SUBSCRIPTION
PROCEEDS"), which Subscription Proceeds are tendered herewith, on the basis of
the representations and warranties and subject to the terms and conditions set
forth herein.
1.2 Each Unit consists of one Share and one Warrant (together or individually,
the "SECURITIES").
1.3 The Company hereby agrees to sell the Units to the Subscriber on the basis
of the representations and warranties and subject to the terms and conditions
set forth herein. Subject to the terms hereof, the Subscription Agreement will
be effective upon its acceptance by the Company. The Subscriber acknowledges
that the offering of Units contemplated hereby is not subject to any minimum
aggregate subscription level.
1.4 Unless otherwise provided, all dollar amounts referred to in this
Subscription Agreement are in lawful money of the United States of America.
2. PAYMENT
2.1 The Subscription Proceeds must accompany this Subscription Agreement or they
must be wired directly to the Company in accordance with wire instructions that
will be provided by the Company on request. Alternatively the Subscription
Proceeds may be wired to Xxxxx Xxxxxx LLP, attorneys for the Company, and Xxxxx
Xxxxxx LLP are authorized and instructed to immediately deliver the Subscription
Proceeds to the Company.
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2.2 The Company may treat the Subscription Proceeds as a non-interest bearing
loan and may use the Subscription Proceeds prior to this Subscription Agreement
being accepted by the Company and the certificates representing the Securities
have been issued to the Subscriber.
2.3 The Subscriber must complete, sign and return to the Company an executed
copy of this Subscription Agreement.
2.4 The Subscriber shall complete, sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, stock exchanges
and/or applicable law.
3. CLOSING
Closing of the purchase and sale of the Units shall occur on or before DECEMBER
31, 2012, or on such other date or dates as may be determined by the Company in
its sole discretion (the "CLOSING DATE"), but there is no minimum number of
Units being offered. The Subscriber acknowledges that Units may be issued to
other subscribers under this offering (the "OFFERING"), and that these may close
before, on or after the Closing Date. 4. ACKNOWLEDGEMENTS OF SUBSCRIBER
The Subscriber acknowledges and agrees that:
(a) the Securities have not been registered under the U.S. Securities Act of
1933, as amended (the "1933 Act"), or under any securities or "blue sky"
laws of any state of the United States and are being offered only in a
transaction not involving any public offering within the meaning of the
1933 Act, and, unless so registered, may not be offered or sold in the
United States or to a U.S. Person, as that term is defined in Regulation
"S" ("REGULATION "S") promulgated by the Securities and Exchange Commission
(the "SEC") pursuant to the 1933 Act, except in accordance with the
provisions of Regulation "S", pursuant to an effective registration
statement under the 1933 Act, 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;
(b) the Company will refuse to register any transfer of any of the Securities
and shares issued upon exercise of the Warrants (collectively, the "TOTAL
SECURITIES") not made in accordance with the provisions of Regulation S,
pursuant to an effective registration statement under the 1933 Act or
pursuant to an available exemption from, or in a transaction not subject
to, the registration requirements of the 1933 Act;
(c) the decision to execute this Subscription Agreement and purchase the Units
has not been based upon any oral or written representation as to fact or
otherwise made by or on behalf of the Company and such decision is based
solely upon information provided by the Company in this Subscription
Agreement (the "COMPANY INFORMATION").
(d) the Subscriber and the Subscriber's advisor(s) have had a reasonable
opportunity to review the Company Information and to ask questions of and
receive answers from the Company regarding the Offering, and to obtain
additional information, to the extent possessed or obtainable without
unreasonable effort or expense, necessary to verify the accuracy of the
information contained in the Company Information, or any other document
provided to the Subscriber;
(e) by execution hereof the Subscriber has waived the need for the Company to
communicate its acceptance of the purchase of the Securities pursuant to
this Subscription Agreement;
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(f) the Company is entitled to rely on the representations and warranties and
the statements and answers of the Subscriber contained in this Subscription
Agreement and the Subscriber will hold harmless the Company from any loss
or damage it may suffer as a result of the Subscriber's failure to
correctly complete this Subscription Agreement;
(g) the Subscriber will indemnify and hold harmless the Company and, where
applicable, its respective directors, officers, employees, agents, advisors
and shareholders from and against any and all loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all
fees, costs and expenses whatsoever reasonably incurred in investigating,
preparing or defending against any claim, lawsuit, administrative
proceeding or investigation whether commenced or threatened) arising out of
or based upon any acknowledgment, representation or warranty of the
Subscriber contained herein or in any other document furnished by the
Subscriber to the Company in connection herewith, being untrue in any
material respect or any breach or failure by the Subscriber to comply with
any covenant or agreement made by the Subscriber to the Company in
connection therewith;
(h) the issuance and sale of the Units to the Subscriber will not be completed
if it would be unlawful or if, in the discretion of the Company acting
reasonably, it is not in the best interests of the Company;
(i) the Subscriber has been advised to consult the Subscriber's own legal, tax
and other advisors with respect to the merits and risks of an investment in
the Total Securities and with respect to the applicable resale
restrictions, and it is solely responsible (and the Company is not in any
way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is
resident in connection with the distribution of the Total Securities
hereunder, and
(ii) applicable resale restrictions.
(j) the Subscriber has not acquired the Units as a result of, and will not
itself engage in, any "directed selling efforts" (as defined in Regulation
S) in the United States in respect of any of the Securities which would
include any activities undertaken for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in
the United States for the resale of any of the Total Securities; provided,
however, that the Subscriber may sell or otherwise dispose of any of the
Total Securities pursuant to registration of any of the Total Securities
pursuant to the 1933 Act and any applicable state securities laws or under
an exemption from such registration requirements and as otherwise provided
herein;
(k) the Subscriber is not a U.S. Person (as defined in Regulation S), is
outside the United States when receiving and executing this Subscription
Agreement and is acquiring the Units as principal for its own account or
for account of the Disclosed Principal, as applicable, for investment
purposes only, and not with a view to, or for, resale, distribution or
fractionalization thereof, in whole or in part, and no other person has a
direct or indirect beneficial interest in such Units, other than the
Disclosed Principal, if applicable; -
(l) the statutory and regulatory basis for the exemption claimed for the offer
and sale of the Units, although in technical compliance with Regulation S,
would not be available if the offering is part of a plan or scheme to evade
the registration provisions of the 1933 Act;
(m) the Company has advised the Subscriber that the Company is relying on an
exemption from the requirements to provide the Subscriber with a prospectus
and to sell the Units through a person registered to sell securities and,
as a consequence of acquiring the Securities pursuant to this exemption,
certain protections, rights and remedies, including statutory rights of
rescission or damages, will not be available to the Subscriber;
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(n) the Securities are not listed on any stock exchange or automated dealer
quotation system and no representation has been made to the Subscriber that
any of the Securities will become listed on any stock exchange or automated
dealer quotation system;
(o) the Subscriber acknowledges that the Company has not undertaken, and will
have no obligation, to register any of the Securities under the 1933 Act;
(p) neither the SEC, nor any other securities regulatory authority has reviewed
or passed on the merits of the Securities;
(q) no documents in connection with this Offering have been reviewed by the
SEC, nor by any other securities regulatory authority or state securities
administrators;
(r) there is no government or other insurance covering any of the Securities;
and
(s) this Subscription Agreement is not enforceable by the Subscriber unless it
has been accepted by the Company, and the Subscriber acknowledges and
agrees that the Company reserves the right to reject any subscription for
any reason.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER
5.1 The Subscriber hereby represents and warrants to and covenants with the
Company, as of the date of this Agreement and as of the Closing Date (which
representations, warranties and covenants shall survive the Closing Date) that:
(a) the Subscriber is outside the United States when receiving and executing
this Subscription Agreement;
(b) the Subscriber is not a "U.S. Person", as defined in Regulation S;
(c) the Subscriber is not acquiring the Units for the account or benefit of,
directly or indirectly, any U.S. Person, as defined in Regulation S;
(d) the Subscriber is resident in the jurisdiction set out on Page 2 of this
Subscription Agreement;
(e) the Subscriber:
(i) is knowledgeable of, or has been independently advised as to, the
applicable securities laws of the securities regulators having
application in the jurisdiction in which the Subscriber is resident
(the "INTERNATIONAL JURISDICTION") which would apply to the
acquisition of the Units,
(ii) is purchasing the Units pursuant to exemptions from prospectus or
equivalent requirements under applicable securities laws or, if such
is not applicable, the Subscriber is permitted to purchase the Units
under the applicable securities laws of the securities regulators in
the International Jurisdiction without the need to rely on any
exemptions,
(iii)acknowledges that the applicable securities laws of the authorities
in the International Jurisdiction do not require the Company to make
any filings or seek any approvals of any kind whatsoever from any
securities regulator of any kind whatsoever in the International
Jurisdiction in connection with the issue and sale or resale of the
Units and Securities, and
(iv) represents and warrants that the acquisition of the Units by the
Subscriber does not trigger:
6
A. any obligation to prepare and file a prospectus or similar
document, or any other report with respect to such purchase in
the International Jurisdiction, or
B. any continuous disclosure reporting obligation of the Company in
the International Jurisdiction, and the Subscriber will, if
requested by the Company, deliver to the Company a certificate or
opinion of local counsel from the International Jurisdiction
which will confirm the matters referred to in subparagraphs (ii),
(iii) and (iv) above to the satisfaction of the Company, acting
reasonably;
(f) the Subscriber is acquiring the Units as principal, or for account of the
Disclosed Principal, as applicable, and for investment only and not with a
view to, or for, resale, distribution or fractionalization thereof, in
whole or in part, and, in particular, it, or the Disclosed Principal, has
no intention to distribute either directly or indirectly any of the
Securities in the United States or to U.S. Persons (as defined in
Regulation S);
(g) the Subscriber acknowledges that it has not acquired the Units as a result
of, and will not itself engage in, any "directed selling efforts" (as
defined in Regulation S) in the United States in respect of any of the
Total Securities which would include any activities undertaken for the
purpose of, or that could reasonably be expected to have the effect of,
conditioning the market in the United States for the resale of any of the
Total Securities; provided, however, that the Subscriber may sell or
otherwise dispose of any of the Total Securities pursuant to registration
of any of the Securities pursuant to the 1933 Act and any applicable state
securities laws or under an exemption from such registration requirements
and as otherwise provided herein;
(h) the Subscriber has the legal capacity and competence to enter into and
execute this Subscription Agreement and to take all actions required
pursuant hereto and, if the Subscriber is a corporation, it is duly
incorporated and validly subsisting under the laws of its jurisdiction of
incorporation and all necessary approvals by its directors, shareholders
and others have been obtained to authorize execution and performance of
this Subscription Agreement on behalf of the Subscriber;
(i) the entering into of this Subscription Agreement and the transactions
contemplated hereby do not result in the violation of any of the terms and
provisions of any law applicable to, or, if applicable, the constating
documents of, the Subscriber, or of any agreement, written or oral, to
which the Subscriber may be a party or by which the Subscriber is or may be
bound;
(j) the Subscriber has duly executed and delivered this Subscription Agreement
and it constitutes a valid and binding agreement of the Subscriber
enforceable against the Subscriber;
(k) the Subscriber has received and carefully read this Subscription Agreement;
(l) the Subscriber (i) has adequate net worth and means of providing for its
current financial needs and possible personal contingencies, (ii) has no
need for liquidity in this investment, and (iii) is able to bear the
economic risks of an investment in the Units for an indefinite period of
time, and can afford the complete loss of such investment;
(m) the Subscriber is able to fend for itself in the subscription, has the
degree of knowledge, education and experience in financial and business
matters as to enable the Subscriber to evaluate the merits and risks of the
investment in the Units and the Company;
(n) the Subscriber understands and agrees that the Company and others will rely
upon the truth and accuracy of the acknowledgements, representations,
warranties, covenants and agreements contained in this Subscription
Agreement, and agrees that if any of such acknowledgements, representations
7
and agreements are no longer accurate or have been breached, the Subscriber
shall promptly notify the Company;
(o) the Subscriber is aware that an investment in the Company is speculative
and involves certain risks, including the possible loss of the investment;
(p) the Subscriber is not an underwriter of, or dealer in, the Company's
Securities, nor is the Subscriber participating, pursuant to a contractual
agreement or otherwise, in the distribution of the Units;
(q) the Subscriber has made an independent examination and investigation of an
investment in the Units and the Company and has depended on the advice of
its legal and financial advisors and agrees that the Company will not be
responsible in anyway whatsoever for the Subscriber's decision to invest in
the Units and the Company;
(r) if the Subscriber is acquiring the Units as a fiduciary or agent for one or
more investor accounts, the Subscriber has sole investment discretion with
respect to each such account, and the Subscriber has full power to make the
foregoing acknowledgements, representations and agreements on behalf of
such account;
(s) the Subscriber is not aware of any advertisement of any of the Securities
and is not acquiring the Units as a result of any form of general
solicitation or general advertising including advertisements, articles,
notices or other communications published in any newspaper, magazine or
similar media or broadcast over radio or television, or any seminar or
meeting whose attendees have been invited by general solicitation or
general advertising; and
(t) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the
Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on
any stock exchange or that application has been made to list and post
any of the Securities of the Company on any stock exchange.
5.2 In this Subscription Agreement, the term "U.S. Person" shall have the
meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for
the purpose of the Subscription Agreement includes any person in the United
States.
6. ACKNOWLEDGEMENT AND WAIVER
The Subscriber has acknowledged that the decision to purchase the Units was made
based solely on the Company Information. The Subscriber hereby waives, to the
fullest extent permitted by law, any rights of withdrawal, rescission or
compensation for damages to which the Subscriber might be entitled in connection
with the distribution of any of the Securities. Because the Subscriber is not
purchasing the Units under a prospectus, the Subscriber will not have the civil
protections, rights and remedies that would otherwise be available to the
Subscriber under the securities laws in United States, including statutory
rights of rescission or damages.
7. REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY
The Subscriber acknowledges that the acknowledgements, representations and
warranties contained herein are made by it with the intention that they may be
relied upon by the Company and its legal counsel in determining the Subscriber's
8
eligibility to purchase the Units under applicable securities legislation, or
(if applicable) the eligibility of others on whose behalf it is contracting
hereunder to purchase the Shares under applicable securities legislation. The
Subscriber further agrees that by accepting delivery of the certificates
representing the Securities, it will be representing and warranting that the
acknowledgements representations and warranties contained herein are true and
correct as of the date hereof and the date of delivery and will continue in full
force and effect notwithstanding any subsequent disposition by the Subscriber of
all of the Securities.
8. RESALE RESTRICTIONS
8.1 The Subscriber acknowledges that any resale of any of the Securities will be
subject to resale restrictions contained in the securities legislation
applicable to the Subscriber or proposed transferee. The Subscriber acknowledges
that none of the Securities have been registered under the 1933 Act or the
securities laws of any state of the United States. The Securities may not be
offered or sold in the United States unless registered in accordance with
federal securities laws and all applicable state securities laws or exemptions
from such registration requirements are available.
8.2 The Subscriber acknowledges that restrictions on the transfer, sale or other
subsequent disposition of the Securities by the Subscriber may be imposed by
securities laws in addition to any restrictions referred to in Section above,
and, in particular, the Subscriber acknowledges and agrees that none of the
Securities may be offered or sold to a U.S. Person or for the account or benefit
of a U.S. Person (other than a distributor) prior to the end of the Distribution
Compliance Period.
9. ACKNOWLEDGEMENT AND WAIVER
The Subscriber has acknowledged that the decision to purchase the Securities was
solely made on the basis of information concerning the Company that was
available to the Subscriber on the XXXXX database maintained by the SEC at
xxx.xxx.xxx
10. LEGENDING OF SUBJECT SECURITIES
10.1 The Subscriber hereby acknowledges that that upon the issuance thereof, and
until such time as the same is no longer required under the applicable
securities laws and regulations, the certificates representing any of the
Securities will bear a legend in substantially the following form:
"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."
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10.2 The Subscriber hereby acknowledges and agrees to the Company making a
notation on its records or giving instructions to the registrar and transfer
agent of the Company in order to implement the restrictions on transfer set
forth and described in this Subscription Agreement.
11. COSTS
The Subscriber acknowledges and agrees that all costs and expenses incurred by
the Subscriber (including any fees and disbursements of any special counsel
retained by the Subscriber) relating to the purchase of the Units shall be borne
by the Subscriber.
12. GOVERNING LAW
This Subscription Agreement is governed by the laws of the State of Nevada. The
Subscriber, in its personal or corporate capacity and, if applicable, on behalf
of each beneficial purchaser for whom it is acting, irrevocably attorns to the
exclusive jurisdiction of the Courts of the State of Nevada.
13. SURVIVAL
This Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Units by the Subscriber pursuant hereto.
14. ASSIGNMENT
This Subscription Agreement is not transferable or assignable.
15. SEVERABILITY
The invalidity or unenforceability of any particular provision of this
Subscription Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement.
16. ENTIRE AGREEMENT
Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Units and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else.
17. NOTICES
All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the delivery
address on Page 2 and notices to the Company shall be directed to it at the
address stated on the first page of this Subscription Agreement.
18. 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.
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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-__-__
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. (PACIFIC TIME) ON THE EXPIRY DATE (AS DEFINED IN THE TERMS AND
CONDITIONS ATTACHED TO THIS WARRANT CERTIFICATE.
NON-TRANSFERABLE SHARE PURCHASE WARRANTS
TO PURCHASE COMMON SHARES OF ORGENESIS INC.
THE WARRANTS REPRESENTED BY THIS CERTIFICATE
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
January 27, 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 Xxxxxxx Xxxxxx, Xxx Xxxx 00000 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 per Share. Notwithstanding any other term of this Warrant, the
Holder must exercise 250,000 Warrants to purchase 250,000 Shares by the earlier
of the following: (i) twenty Business Days after being notified in writing by
the Company that the Company, or an Israeli subsidiary of the Company, has
signed an agreement with a clinical center; or (ii) the date that is six months
from issuance. Notwithstanding any other term of this Warrant, the Holder must
11
also exercise 250,000 Warrants to purchase 250,000 Shares twenty (20) Business
Days after the Company has demonstrated to the Holder or its agents that the
Company's technology has achieved feasibility of enhancement of cell propagation
capability.
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.
IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be
executed.
DATED at the City of ____________, in the State of _____________, as of the
________ day of ____________, 2012.
ORGENESIS INC.
Per:
--------------------------------------------------
PLEASE NOTE THAT ALL SHARE CERTIFICATES ISSUED UPON EXERCISE HEREOF MUST BE
LEGENDED AS FOLLOWS:
"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."
12
APPENDIX "A"
TERMS AND CONDITIONS dated as of , 2012 (the "Terms and Conditions"), attached
to the Non-Transferable Share Purchase Warrants issued by Orgenesis Inc.
1. DEFINITIONS
In these Terms and Conditions, unless there is something in the subject matter
or context inconsistent therewith:
(a) "Business Days" means any day other than a Saturday, Sunday, or a day
on which banking institutions in the State of Nevada are authorized or
obligated by law or executive order to close.
(b) "Company" means Orgenesis Inc., a Nevada corporation. If a successor
corporation will have become such as a result of consolidation,
amalgamation or merger with or into any other corporation or
corporations, or as a result of the conveyance or transfer of all or
substantially all of the properties and estates of the Company as an
entirety to any other corporation and thereafter "Company" will mean
such successor corporation;
(c) "Company's Auditors" means an independent firm of accountants duly
appointed as auditors of the Company;
(d) "Exercise Price" means US $1.00 per Share, subject to adjustment as
provided in the Terms and Conditions;
(e) "Expiry Date" means January 27, 2015;
(f) "herein", "hereby" and similar expressions refer to these Terms and
Conditions as the same may be amended or modified from time to time;
and the expression "Section" followed by a number refer to the
specified Section of these Terms and Conditions;
(g) "person" means an individual, corporation, partnership, trustee or any
unincorporated organization and words importing persons have a similar
meaning;
(h) "Holder" or "Holders" means the holder of the Warrants and its heirs,
executors, administrators, successors, legal representatives and
assigns;
(i) "Shares" means the shares of common stock in the capital of the
Company as constituted at the date hereof and any shares resulting
from any subdivision or consolidation of such shares, issued upon
exercise of the Warrants;
(j) "Warrants" means the Non-Transferable Share Purchase Warrants of the
Company issued and presently authorized and for the time being
outstanding; and
(k) "1933 Act" means the United States Securities Act of 1933.
2. INTERPRETATION
The division of these Terms and Conditions into sections and the insertion of
headings are for convenience of reference only and shall not affect the
construction or interpretation thereof. Words importing the singular number
include the plural and vice versa and words importing the masculine gender
include the feminine and neuter genders.
13
3. APPLICABLE LAW
The rights and restrictions attached to the Warrants shall be construed in
accordance with the laws of the State of Nevada.
4. ADDITIONAL ISSUANCES OF SECURITIES
The Company may at any time and from time to time do further equity or debt
financing and may issue additional shares, warrants, convertible securities,
stock options or similar rights to purchase shares of its capital stock.
5. REPLACEMENT OF LOST WARRANTS
5.1 In case this Warrant Certificate shall become mutilated, lost, destroyed or
stolen, the Company in its discretion may issue and deliver a new Warrant
Certificate of like date and tenure as the one mutilated, lost, destroyed or
stolen, in exchange for and in place of and upon cancellation of such mutilated
Warrant Certificate, or in lieu of, and in substitution for such lost, destroyed
or stolen Warrant Certificate and the substituted Warrant Certificate shall be
entitled to all benefits hereunder and rank equally in accordance with its terms
with all other Warrants issued or to be issued by the Company.
5.2 The applicant for the issue of a new Warrant Certificate pursuant hereto
shall bear the cost of the issue thereof and in case of loss, destruction or
theft shall furnish to the Company evidence of ownership and of loss,
destruction or theft of the Warrant Certificate so lost, destroyed or stolen as
shall be satisfactory to the Company and its transfer agent in accordance with
its usual policies and procedures and such applicant may also be required to
furnish indemnity in the amount and form satisfactory to the Company and its
transfer agent in accordance with its usual policies and procedures, and shall
pay the reasonable charges of the Company in connection therewith.
6. WARRANT HOLDER NOT A SHAREHOLDER
The holding of a Warrant Certificate will not constitute the Holder as a
shareholder of the Company, nor entitle the Holder to any right or interest in
respect thereof except as is expressly provided in the Warrant Certificate or
these Terms and Conditions.
7. PIGGYBACK REGISTRATION
7.1 Registration Statement. If the Company decides to file a registration
statement (the "Registration Statement") under the 1933 Act covering the
distribution or sale of any securities of the Company other than the Shares
issuable on exercise of the Warrants (other than a registration on Form S-8), it
shall forthwith give written notice (the "Registration Notice") to the Holders
of such decision. The Holders shall have the right to elect, by written notice
(the "Reply to Registration Notice") to be given to the Company not more than
five (5) business days following receipt of the Registration Notice, to have the
Registration Statement cover the sale of the Shares by the Holders.
7.2 The obligations of the Company under this Agreement shall terminate and be
of no further effect upon the earliest to occur of the following:
(a) when all Shares shall have been sold pursuant to Rule 144 (or any
successor provision) under the 1933 Act;
(b) when all Shares shall have been otherwise transferred and a new
certificate(s) for such Shares not bearing a legend restricting
further transfer shall have been delivered by The Company; and
(c) that day that is two (2) years following the issue date of the last of
the Shares issued upon exercise of the Warrants.
7.3 In the event of a registration pursuant to the provisions of this Agreement,
the Company shall use its best efforts to cause the Shares so registered to be
registered or qualified for sale under the securities or blue sky laws of such
jurisdictions as the Holders may reasonably request; provided, however, that The
Company shall not by reason of this Agreement be required to qualify to do
business in any state in which it is not otherwise required to qualify to do
business or to file a general consent to service of process.
7.4 The Company shall keep effective any registration or qualification
contemplated by this Agreement and shall from time to time amend or supplement
each applicable registration statement, preliminary prospectus, final
prospectus, application, document, and communication for such period of time as
shall be required to permit the Holders to complete the offer and sale of the
Shares covered thereby.
8. WARRANTS NOT TRANSFERABLE
The Warrants and all rights attached thereto are not transferable.
9. NOTICE TO HOLDERS
Any notice required or permitted to be given to the Holder will be in writing
and may be given by prepaid registered post, electronic facsimile transmission
or other means of electronic communication capable of producing a printed copy
to the address of the Holder appearing on the Warrant Certificate or to such
other address as any Holder may specify by notice in writing to the Company, and
any such notice will be deemed to have been given and received by the Holder to
whom it was addressed if mailed, on the third day following the mailing thereof,
if by facsimile or other electronic communication, on successful transmission,
or, if delivered, on delivery; but if at the time of mailing or between the time
of mailing and the third Business Day thereafter there is a strike, lockout, or
other labour disturbance affecting postal service, then the notice will not be
effectively given until actually delivered.
10. NOTICE TO THE COMPANY
Any notice required or permitted to be given to the Company will be in writing
and may be given by prepaid registered post, electronic facsimile transmission
or other means of electronic communication capable of producing a printed copy
to the address of the Company set forth below or such other address as the
Company may specify by notice in writing to the Holder, and any such notice will
be deemed to have been given and received by the Company to whom it was
addressed if mailed, on the third day following the mailing thereof, if by
facsimile or other electronic communication, on successful transmission, or, if
delivered, on delivery; but if at the time or mailing or between the time of
mailing and the third Business Day thereafter there is a strike, lockout, or
other labour disturbance affecting postal service, then the notice will not be
effectively given until actually delivered:
Orgenesis Inc.
34 Kibbutz Galuyot Xxxxxx
Xxx Xxxx 00000
Xxxxxx
Attention: President
Email.: xxx-x@xxxxx.xxx.xx
11. METHOD OF EXERCISE OF WARRANTS
The right to purchase Shares conferred by the Warrants may be exercised by the
Holder of such Warrant by surrendering it to the Company, with a duly completed
and executed subscription in the form attached as Appendix "B" and cash, bank
draft, certified cheque or money order payable to or to the order of the Company
for the Aggregate Purchase Price subscribed for in lawful money of the United
States of America.
14
12. EFFECT OF EXERCISE OF WARRANTS
12.1 Upon surrender and payment as aforesaid, the Shares so subscribed for shall
be deemed to have been issued and such Holder shall be deemed to have become the
holder (or holders) of record of such Shares on the date of such surrender and
payment and such Shares shall be issued at the Exercise Price in effect on the
date of such surrender and payment.
12.2 Within ten Business Days after surrender and payment as aforesaid, the
Company shall forthwith cause to be delivered to the person or persons in whose
name or names the Shares so subscribed for are to be issued as specified in such
subscription or mailed to him or them at his or their respective addresses
specified in such subscription, a certificate or certificates for the
appropriate number of Shares not exceeding those which the Holder is entitled to
purchase pursuant to the Warrant surrendered.
13. SUBSCRIPTION FOR LESS THAN ENTITLEMENT
The Holder of any Warrant may subscribe for and purchase a number of Shares less
than the number which he is entitled to purchase pursuant to the surrendered
Warrant. In the event of any purchase of a number of Shares less than the number
which can be purchase pursuant to a Warrant, the Holder, upon exercise thereof,
shall be entitled to receive a new Warrant Certificate in respect of the balance
of the Shares which he was entitled to purchase pursuant to the surrendered
Warrant Certificate and which were not then purchased.
14. WARRANTS FOR FRACTIONS OF SHARES
To the extent that the Holder of any Warrant is entitled to receive on the
exercise or partial exercise thereof a fraction of a Share, such right may be
exercised in respect of such fraction only in combination with another Warrant
or other Warrants which in the aggregate entitle the Holder to receive a whole
number of such Shares.
15. EXPIRATION OF WARRANTS
After the expiration of the period within which a Warrant is exercisable, all
rights thereunder shall wholly cease and terminate and such Warrants shall be
void and of no further force and effect.
16. ADJUSTMENT OF EXERCISE PRICE
The Exercise Price and the number of Common Shares deliverable upon the exercise
of the Warrants shall be subject to adjustment in the event and in the manner
following:
16.1 If and whenever the Shares at any time outstanding shall be subdivided into
a greater or consolidated into a lesser number of Shares, the Exercise Price
shall be decreased or increased proportionately, as the case may be, and upon
any such subdivision or consolidation, the number of Shares deliverable upon the
exercise of the Warrants shall be increased or decreased proportionately, as the
case may be.
16.2 In case of any capital reorganization or of any reclassification of the
capital of the Company or in case of the consolidation, merger or amalgamation
of the Company with or into any other company or of the sale of the assets of
the Company as or substantially as an entirety or of any other company, each
Warrant shall, after such capital reorganization, reclassification of capital,
consolidation, merger, amalgamation or sale, confer the right to purchase that
number of shares or other securities or property of the Company or of the
company resulting from such capital reorganization, reclassification,
consolidation, merger, amalgamation or to which such sale shall be made, as the
case may be, to which the Holder of the shares deliverable at the time of such
capital reorganization, reclassification of capital, consolidation, merger,
amalgamation or sale had the Warrants been exercised, would have been entitled
on such capital reorganization, reclassification, consolidation, merger,
amalgamation or sale and in any such case, if necessary, appropriate adjustments
shall be made in the application of the provisions set forth in Sections 12 to
19 hereof with respect to the rights and interest thereafter of the Holders of
the Warrants to the end that the provisions set forth in Sections 12 to 19
hereof shall thereafter correspondingly be made applicable as nearly as may
15
reasonable be expected in relation to any shares or other securities or property
thereafter deliverable on the exercise of the Warrants. The subdivision or
consolidation of the Shares at any time outstanding into a greater or lesser
number of Shares (whether with or without par value) shall not be deemed to be a
capital reorganization or a reclassification of the capital of the Company for
the purposes of this Section 16(b).
16.3 The adjustments provided for in this Section 16 pursuant to any Warrants
are cumulative .and will become effective immediately after the record date for,
or, if no record date is fixed, the effective date, of the event which results
in such adjustments.
17. DETERMINATION OF ADJUSTMENTS
If any questions shall at any time arise with respect to the Exercise Price or
any adjustments provided for in this Warrant, such questions shall be
conclusively determined by the Company's Auditors, from time to time, or, if
they decline to so act, any other firm of chartered accountants that the Company
may designate and who shall have access to all appropriate records and such
determination shall be binding upon the Company and the Holders.
18. COVENANTS OF THE COMPANY
The Company will reserve and there will remain unissued out of its authorized
capital a sufficient number of Shares to satisfy the rights of purchase provided
for in the Warrants should the Holders of all the Warrants from time to time
outstanding determine to exercise such rights in respect of all Shares which
they are or may be entitled to purchase pursuant thereto.
19. IMMUNITY OF SHAREHOLDERS, ETC.
The Holder hereby waives and releases any right, cause of action or remedy now
or hereafter existing in any jurisdiction against any past, present or future
incorporator, shareholder, director or officer (as such) of the Company for the
issue of Shares pursuant to any Warrant or on any covenant, agreement,
representation or warranty by the Company herein contained.
20. MODIFICATION OF TERMS AND CONDITIONS FOR CERTAIN PURPOSES
From time to time the Company may, subject to the provisions of these presents,
and it shall, when so directed by these presents, modify the terms, and
conditions hereof, for any one or more of any of the following purposes:
(a) making such provisions not inconsistent herewith as may be necessary
or desirable with respect to matters or questions arising hereunder or
for the purpose of obtaining a listing or quotation of the Warrants on
any stock exchange or quotation system;
(b) adding to or altering the provisions hereof in respect of the
registration and transfer of Warrants making provisions for the
exchange of Warrants of different denominations; and making any
modification in the form of the Warrants which does not affect the
substance thereof;
(c) for any other purpose not inconsistent with the terms hereof,
including the correction or recertification of any ambiguities,
defective provisions, errors or omissions herein; and
(d) to evidence any successions of any corporation and the assumption of
any successor of the covenants of the Company herein and in the
Warrants contained as provided herein.
21. 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 0000 Xxx) unless these Warrants and the Shares
issuable upon exercise hereof have been registered under the 1933 Act, and any
16
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:
--------------------------------------------------------------
17
APPENDIX "B"
SUBSCRIPTION FORM
(ONE NON-TRANSFERABLE SHARE PURCHASE WARRANT IS
REQUIRED TO SUBSCRIBE FOR EACH COMMON SHARE)
TO: ORGENESIS INC.
34 Kibbutz Galuyot Xxxxxx
Xxx Xxxx 00000
Xxxxxx
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. $1.00 per share if exercised on
or before 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 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
------------------------------- ------------------------------
-------------------------------------
TERMS AND CONDITIONS
The Warrants are issued subject to the Terms and Conditions, which are attached
to the Warrant Certificate delivered to the Holder.
18
REPRESENTATIONS AND WARRANTIES
The undersigned represents and warrants that the undersigned is not a "U.S.
person", as such term is defined in Regulation S as promulgated under the United
States Securities Act of 1933, as at the Exercise Date. The undersigned
represents and warrants that the representations and warranties in the
subscription agreement between the undersigned and the Company dated the Holder
are true and correct as of the date of the Exercise Date.
LEGENDS
The certificates representing the shares acquired on the exercise of the
Warrants will bear a legend in substantially the following form:
"THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS
NOT A U.S. PERSON (AS DEFINED HEREIN) 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 (AS
DEFINED HEREIN) 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. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."
19
