STOCK PURCHASE AGREEMENT by and among Masthercell Global Inc., Orgenesis Inc., and GPP-II Masthercell, LLC Dated June 28, 2018Stock Purchase Agreement • June 29th, 2018 • Orgenesis Inc. • Pharmaceutical preparations • Delaware
This Stock Purchase Agreement (this “Agreement”) is entered into on June 28, 2018 by and among GPP-II Masthercell, LLC, a Delaware limited liability company (“Investor”), Masthercell Global Inc., a Delaware corporation (the “Company”), and Orgenesis Inc., a Nevada corporation (“Orgenesis Parent”). Investor, the Company, and Orgenesis Parent are referred to collectively herein as the “Parties” and individually as a “Party”.
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • June 29th, 2018 • Orgenesis Inc. • Pharmaceutical preparations • New York
This Technology Transfer Agreement (this “Agreement”) is effective as of June 28, 2018 (the “Effective Date”), by and between Masthercell Global Inc., a Delaware corporation (“MTH Global”), and Orgenesis Inc., a Nevada corporation (including its Affiliates, “Orgenesis”). MTH Global and Orgenesis are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • June 29th, 2018 • Orgenesis Inc. • Pharmaceutical preparations • New York
This Contribution, Assignment and Assumption Agreement (this “Agreement”) is made and entered into effective as of June __, 2018 (this “Effective Date”) by and among Masthercell Global Inc., a Delaware corporation (the “Company”) and Orgenesis, Inc., a Nevada corporation (the “Assignor”).
MASTHERCELL GLOBAL INC. STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • June 29th, 2018 • Orgenesis Inc. • Pharmaceutical preparations • Delaware
This Stockholders’ Agreement (this “Agreement”) is entered into as of June 28, 2018 by and among Masthercell Global Inc. a Delaware corporation (the “Company”), GPP-II Masthercell, LLC, a Delaware limited liability company (“GPP”), Orgenesis Inc., a Nevada corporation (“Orgenesis”), the Management Holders and any other Person who may from time to time become party to this Agreement and be bound by its provisions.
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • June 29th, 2018 • Orgenesis Inc. • Pharmaceutical preparations • Delaware
THIS ADVISORY SERVICES AGREEMENT (this “Agreement”), effective as of June 28, 2018, is by and between Masthercell Global Inc., a Delaware corporation (the “Company”), and Great Point Partners, LLC, a Delaware limited liability company (“Great Point” and together with the Company, sometimes referred to individually as the “Party” and collectively as “Parties”).
