SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 24th, 2023 • Orgenesis Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 23, 2023, between Orgenesis Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT orgenesis inc.Common Stock Purchase Warrant • February 24th, 2023 • Orgenesis Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 27, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 28, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Orgenesis Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 24th, 2023 • Orgenesis Inc. • Pharmaceutical preparations • New York
This agreement (the “Agreement”) constitutes the agreement between Joseph Gunnar & Co., LLC (the “Placement Agent”) and Orgenesis Inc., a Nevada corporation (the “Company”), pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of shares (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”) (or Pre-Funded Warrants in lieu of Common Stock, as applicable) and Warrants (collectively, the “Warrants”) to purchase shares of Common Stock (the shares of Common Stock underlying the Warrants, collectively with the Warrants and the Shares, the “Securities”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or authority to
