ADVISORY SERVICES AND MONITORING AGREEMENTAdvisory Services and Monitoring Agreement • November 7th, 2022 • Orgenesis Inc. • Pharmaceutical preparations • Delaware
This Advisory Services AND MONITORING Agreement (this “Agreement”) is entered into as of November 4, 2022, by and between Morgenesis LLC, a Delaware limited liability company (the “Company” and, together with its subsidiaries, the “Company Group”), and Metalmark Management II LLC (the “Advisor”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • November 7th, 2022 • Orgenesis Inc. • Pharmaceutical preparations • Delaware
This Unit Purchase Agreement (this “Agreement”) is entered into on November 4, 2022 by and among MM OS Holdings, L.P. (“Investor”), Morgenesis LLC, a Delaware limited liability company (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”. Defined terms are contained in Section 8 hereof.
SERVICES AGREEMENTServices Agreement • November 7th, 2022 • Orgenesis Inc. • Pharmaceutical preparations • Delaware
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of MORGENESIS LLC a Delaware limited liability companyLimited Liability Company Agreement • November 7th, 2022 • Orgenesis Inc. • Pharmaceutical preparations • Delaware
This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Morgenesis LLC (the “Company”) is entered into this [●] day of [●], 2022 by and among the Members (defined below) of the Company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).
