Form 8-K Orgenesis Inc. For: Jun 29

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]

EXECUTION VERSION

MASTHERCELL GLOBAL INC.

STOCKHOLDERS’ AGREEMENT

TABLE OF CONTENTS

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TABLE OF CONTENTS
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STOCKHOLDERS’ AGREEMENT

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.

PRELIMINARY STATEMENTS

A.     The parties to this Agreement desire to provide for certain restrictions on the disposition of the Company’s securities, to create certain options with respect to such securities, and to agree to certain other matters, all upon the terms, conditions and provisions set forth herein. The parties to this Agreement also contemplate that additional stockholders in the Company may from time to time acquire securities of the Company and become a party to this Agreement, and the parties to this Agreement desire to provide that such securities will be subject to the terms, conditions and provisions of this Agreement.

AGREEMENT

In consideration of the mutual representations, warranties, covenants and conditions set forth in this Agreement, the parties to this Agreement mutually agree as follows:

ARTICLE 1

DEFINITIONS

1.1     Definitions. For the purposes of this Agreement, the following terms shall be defined as follows:

“10% Holder” shall have the meaning set forth in the definition of “Independent Third Party”.

“1933 Act” shall mean the Securities Act of 1933 and the rules, regulations and interpretations thereunder, in each case as amended from time to time, or any successor thereto.

“1934 Act” shall mean the Securities Exchange Act of 1934 and the rules, regulations and interpretations thereunder, in each case as amended from time to time, or any successor thereto.

“Act” shall have the meaning set forth in Section 6.2.

“Activist Shareholder of Orgenesis” shall mean any Person who acquires shares of capital stock of Orgenesis who either (i) acquires more than a majority of the voting power of Orgenesis, (ii) actively takes over and controls a majority of the board of directors of Orgenesis, or (iii) is required to file a Schedule 13D with respect to such Person’s ownership of Orgenesis and has described a plan, proposal or intent to take action with respect to exerting significant pressure on the management of or directors of, Orgenesis. For the sake of clarity, Activist Shareholder of Orgenesis shall not mean any stockholder of Orgenesis who is passive and does not take or propose to take active steps with respect to exerting significant pressure on the management of, or directors of, Orgenesis.

“Additional Repurchase Event” means, with respect to any Management Holder, any breach or violation by such Management Holder or his, her or its Affiliates of any of the covenants set forth in Sections 5.1, 5.2, 5.3 or 5.4 of this Agreement or any similar obligations set forth in any other contract between such Management Holder or his, her or its Affiliates, on the one hand, and the Company or any of its Subsidiaries or Affiliates, on the other hand (including any employment agreement).

“Affiliate” shall mean, with respect to any Person, any other Person Controlling, Controlled by or under common Control with such first Person, and any partner of such Person if such Person is a partnership and when used with respect to the Company or any Subsidiary of the Company, shall include any holder of capital stock or other ownership interest of such Person, such Person’s parent entity and any officer or director of such Person.

“Agreement” shall mean this Agreement, as amended, modified or restated from time to time.

“Applicable Area” shall mean (i) anywhere in the world, but if such area is determined by judicial action to be too broad, then it means (ii) Europe, North America and Asia, but if such area is determined by judicial action to be too broad, then it means (iii) any country in which the Company or any of its Subsidiaries either engaged in the Business (including, but not limited to, any country in which the Company or any of its Subsidiaries has a Customer), or actually planned to engage in the Business, in each case, at any time prior to the date that such Restricted Stockholder and its, his or her Affiliates and Permitted Transferees cease to hold any Securities, but if such area is determined by judicial action to be too broad, then it means (iv) any state or locality within any country in which the Company or any of its Subsidiaries either engaged in the Business (including, but not limited to, any state or locality in which the Company or any of its Subsidiaries has a Customer), or actually planned to engage in the Business, in each case, at any time prior to the date that such Restricted Stockholder and its, his or her Affiliates and Permitted Transferees cease to hold any Securities.

“Approved Future Budget” shall have the meaning set forth in Section 3.5(c).

“Approved Initial Budget” shall have the meaning set forth in Section 3.5(d).

“Approved Sale” shall have the meaning set forth in Section 3.2(b)(i) .

“Board” shall mean the board of directors of the Company.

“Business” means the business of (i) providing manufacturing and development services to third parties related to cell and gene therapy products, processes and solutions and providing related manufacturing or development services, and the creation and development of technology, Intellectual Property, tools and optimizations in connection with such manufacturing and development services for third parties and (ii) any other business that the Company or any of its Subsidiaries engaged in with the approval of the Board, or that the Company or any of its Subsidiaries actively considered engaging in with the approval of the Board, at any time prior to the date that such Restricted Stockholder and its, his or her Affiliates and Permitted Transferees cease to hold any Securities, provided, however, that notwithstanding the foregoing (A) any new business that is first approved by the Board pursuant to this clause (ii) at any time when GPP has appointed a majority of the members of the Board shall not, for purposes of this Agreement and with respect to Orgenesis only, be considered part of the “Business” and (B) research, manufacturing, development and all other activities related to the research, development, manufacturing, discovery and commercialization of therapeutic products, and processes, methods or services thereof (including, without limitation, such therapeutic products in which Orgenesis has an economic interest or any relationship with any Third Party in which Orgenesis has an economic interest or that are created, developed, manufactured or sold by a joint venture, partnership or collaboration between Orgenesis and a Third Party) with a Third Party shall not, for purposes of this Agreement and with respect to Orgenesis only, be considered part of the “Business”.

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“Business Day” shall mean any day, other than a Saturday, Sunday or legal holiday, on which banks in Chicago, Illinois are open for business.

“Bylaws” shall have the meaning set forth in Section 3.4(c).

“Call Date” shall have the meaning set forth in Section 3.11(c)(i).

“Call Notice” shall have the meaning set forth in Section 3.11(a).

“Call Price” shall have the meaning set forth in Section 3.11(c).

“Cause” means with respect to a Management Holder (i) “Cause” as such term is defined in such Management Holder’s employment or similar agreement, if any, with the Company or any of its Subsidiaries, or (ii) in the absence of such agreement or in the absence of such definition contained therein (A) the commission of a felony or other crime involving moral turpitude or the commission of any other act or omission involving misappropriation, dishonesty, unethical business conduct, disloyalty, fraud or breach of fiduciary duty, (B) reporting to work under the influence of alcohol, (C) the use of illegal drugs (whether or not at the workplace) or other conduct, even if not in conjunction with its, his or her duties to the Company or any of its Subsidiaries, which could reasonably be expected to, or which does, cause the Company or any of its Subsidiaries public disgrace or disrepute or economic harm, (D) repeated failure to perform duties as reasonably directed by the Board or any officer to whom the Management Holder reports, (E) gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries or Affiliates or in the performance of such Management Holder’s duties to the Company or its Subsidiaries, (F) obtaining any personal profit not thoroughly disclosed to and approved by the Board in connection with any transaction entered into by, or on behalf of, the Company or any of its Subsidiaries, (G) violating any of the terms of the Company’s or any of its Subsidiaries’ established rules or policies which, if curable, is not cured to the Board’s reasonable satisfaction within fifteen (15) days after written notice thereof to such Management Holder, or (H) any other material breach of this Agreement or any other agreement between the Management Holder and the Company or any of its Subsidiaries which, if curable, is not cured to the Board’s reasonable satisfaction within fifteen (15) days after written notice thereof to Management Holder.

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“Code” shall have the meaning set forth in Section 3.1(b).

“Common Stock” shall mean the Voting Common Stock and the Non-Voting Common Stock.

“Company” shall have the meaning set forth in the introductory paragraph of this Agreement and shall also include its successors and assigns.

“Company Option Period” shall have the meaning set forth in Section 3.1(a)(ii).

“Confidential Information” shall have the meaning set forth in Section 5.1.

“Control” (including “Controlling”, “Controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Customer” shall mean, with respect to any Restricted Stockholder, any Person who: (i) purchased or licensed services from the Company or any of its Subsidiaries (or their predecessors) relating to the Business of the Company during the three (3) years prior to the date that such Restricted Stockholder or any of its Permitted Transferees cease to hold any Securities and entered into an agreement with respect to such services; (i) was solicited by the Company or any of its Subsidiaries (or their predecessors) in connection with the Business during such three (3) year period; or (iii) was a distributor, sales representative, agent or broker for the Business during such three (3) year period. Notwithstanding the foregoing, the term “Customer” shall not include (a) any Third Party or (b) any Person purchasing or licensing products from, or providing or receiving services from/to, the Company (or any joint venture, collaborators, partners or the like of the Company) that is not related to the Business.

“Definitive Documentation” shall mean this Agreement, the Company’s Certificate of Incorporation, the Stock Purchase Agreement and all Ancillary Agreements (as defined in the Stock Purchase Agreement).

“Designated Courts” shall have the meaning set forth in Section 6.13.

“EBITDA” shall have the meaning set forth in the Stock Purchase Agreement.

“Eligible Stockholders” shall have the meaning set forth in Section 3.1(a)(iii).

“Exchange” shall have the meaning set forth in Section 3.12.

“Exchange Notice” shall have the meaning set forth in Section 3.12.

“Exchange Price” shall have the meaning set forth in Section 3.12.

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“Fair Market Value” with respect to Management Holder Securities means the fair market value of such Management Holder Securities as of the Termination of such Management Holder’s employment or engagement with the Company or its Subsidiaries, as reasonably determined by the Board after taking into account appropriate minority and liquidity discounts.

“Family Group” shall mean (a) the spouse and descendants (by birth or adoption) of a Stockholder, (b) any custodian of a custodianship for and on behalf of a Stockholder or his or her spouse or descendants (by birth or adoption), or (c) any trustee of a trust solely for the benefit of a Stockholder or his or her spouse or descendants (by birth or adoption).

“First GPP Minimum Ownership Level” shall have the meaning set forth in Section 3.4(a)(i).

“First Orgenesis Minimum Ownership Level” shall have the meaning set forth in Section 3.4(a)(ii).

“Fully-Diluted Basis” shall mean the number of shares of Common Stock which would be outstanding, as of the date of computation, if all issued and outstanding Stock Equivalents had been converted, exercised or exchanged; provided, however, that any Stock Equivalents which are subject to vesting but have not vested as of the date of computation will be disregarded for purposes of determining Fully-Diluted Basis.

“Fully Participating Stockholder” shall have the meaning set forth in Section 3.3(b).

“GAAP” means generally accepted accounting principles in the United States as set forth in pronouncements of the Financial Accounting Standards Board (and its predecessors) and the American Institute of Certified Public Accountants.

“Good Reason” means with respect to a Management Holder, if applicable, “Good Reason” as such term is defined in such Management Holder’s employment or similar agreement, if any.

“GPP” shall have the meaning set forth in the introductory paragraph of this Agreement and shall also include its successors and assigns.

“GPP Directors” shall have the meaning set forth in Section 3.4(a)(i) .

“GPP Holders” shall mean (a) GPP, (b) the other Persons listed as GPP Holders on the signature pages of this Agreement, and (c) any Person (i) to whom Securities, whether on or following the date of this Agreement, are Transferred by any GPP Holder or issued by the Company and (ii) who becomes a party (if not already a party) to this Agreement as a “GPP Holder” by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A. Notwithstanding the foregoing, if a GPP Holder Transfers any of its Securities to a Restricted Stockholder, then such Restricted Stockholder will not become a “GPP Holder” as a result of such Transfer and the Securities Transferred to such Restricted Stockholder will become Restricted Securities.

“GPP Offer Price” shall have the meaning set forth in Section 3.9(i).

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“GPP Offered Securities” shall have the meaning set forth in Section 3.9(i).

“GPP Transfer Notice” shall have the meaning set forth in Section 3.9(i).

“Holder” shall have the meaning set forth in Section 4.1.

“Independent Third Party” shall mean any Person who, immediately before the contemplated transaction, (a) does not own in excess of ten percent (10%) of the Common Stock on a Fully-Diluted Basis (a “10% Holder”), (b) is not an Affiliate of a 10% Holder, and (c) is not the spouse or descendent (by birth or adoption) of a 10% Holder.

“Industry Expert Director” shall have the meaning set forth in Section 3.4(a)(ii).

“Initial Two Year Period” shall mean the two (2) year period following the Investment Date.

“Initiating Stockholder” shall have the meaning set forth in Section 3.2(a)(i).

“Intellectual Property” shall have the meaning set forth in the Stock Purchase Agreement.

“Investment Date” means June 28, 2018.

“Management Holder Securities” shall mean all Securities held by any Management Holder or one or more of its, his or her Permitted Transferees.

“Management Holders” shall mean (a) those Persons listed as Management Holders on the signature pages of this Agreement, (b) any Person that acquires any Securities who is or was formerly an officer or employee of the Company or any of its Subsidiaries, and (c) any Person that becomes a party to this Agreement as a “Management Holder” by executing a Joinder Agreement substantially in the form attached hereto as Exhibit A, and (d) any Permitted Transferee of a Management Holder unless such transferee is a GPP Holder.

“Material Underperformance Event” means any of the following: (i) if at any time during the Initial Two Year Period, the Company does not generate positive EBITDA for any twelve (12) month period as determined on a quarterly basis every six months as measured as of the end of the second and fourth quarters of each year, (ii) if at any time after the Initial Two Year Period, the Company generates less than $1,000,000 of EBITDA for any twelve (12) month period as determined on a quarterly basis every six months as measured as of the end of the second and fourth quarters of each year, or (iii) if a PCE has occurred and has not been cured (if such PCE is subject to an ability to cure in accordance with the definition of “PCE”).

“Minimum Ownership Level” shall have the meaning set forth in Section 3.4(c) .

“New Securities” shall have the meaning set forth in Section 3.3(a).

“Non-Voting Common Stock” shall mean the shares of the Company’s non-voting common stock, par value $0.0001 per share, that the Company may be authorized to issue from time to time and any stock or other securities issued or issuable with respect to such shares, including pursuant to a stock dividend, stock split, or like action, or pursuant to a plan of recapitalization, reorganization, reclassification, exchange, merger, sale of assets or otherwise.

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“Offer Price” shall have the meaning set forth in Section 3.1(a)(i).

“Offered Securities” shall have the meaning set forth in Section 3.1(a)(i).

“Orgenesis” shall have the meaning set forth in the introductory paragraph of this Agreement.

“Orgenesis Change of Control” shall mean any of (i) the acquisition, directly or indirectly (in a single transaction or a series of related transactions) by a Person or group of Persons of either (a) a majority of the common stock of Orgenesis (whether by merger, consolidation, stock purchase, tender offer, reorganization, recapitalization or otherwise), or (b) all or substantially all of the assets of Orgenesis and its Subsidiaries (but only if such transaction includes the transfer of Securities held by Orgenesis), (ii) if any four (4) of the directors of Orgenesis as of the Investment Date are removed or replaced or for any other reason cease to serve as directors of Orgenesis, (iii) the filing of a petition in bankruptcy or the commencement of any proceedings under bankruptcy laws by or against Orgenesis, provided that such filing or commencement shall be deemed an Orgenesis Change of Control immediately if filed or commenced by Orgenesis or after sixty (60) days if such filing is initiated by a creditor of Orgenesis and is not dismissed; (iv) insolvency of Orgenesis that is not cured by Orgenesis within thirty (30) days; (v) the appointment of a receiver for Orgenesis, provided that such appointment shall constitute an Orgenesis Change of Control immediately if the appointment was consented to by Orgenesis or after sixty (60) days if not consented to by Orgenesis and such appointment is not terminated; or (vi) or dissolution of Orgenesis.

“Orgenesis Directors” shall have the meaning set forth in Section 3.4(a)(ii).

“Orgenesis Entity” shall mean Orgenesis or any of its Subsidiaries other than the Company and its Subsidiaries.

“Orgenesis Loan” shall mean any loan granted by Orgenesis to the Company within the Initial Two Year Period which shall be made pursuant to a loan agreement between Orgenesis and the Company. Any such loan (a) shall be repaid by the Company in accordance with the terms of the loan agreement (which may specify that the proceeds of any such loan are to be utilized by certain Subsidiaries of the Company) and (b) shall be subject to Section 3.5 in all respects.

“Orgenesis Option Period” shall have the meaning set forth in Section 3.9(ii).

“Original Cost” means the original purchase or exercise price actually paid for a Management Holder Security.

“Other Business” shall have the meaning set forth in Section 5.7.

“Participating Offeree” shall have the meaning set forth in Section 3.2(a)(i) .

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“Participation Notice” shall have the meaning set forth in Section 3.2(a)(i).

“Participation Price” shall have the meaning set forth in Section 3.2(a)(i) .

“Participation Sale” shall have the meaning set forth in Section 3.2(a)(i).

“Participation Securities” shall have the meaning set forth in Section 3.2(a)(i) .

“PCE” shall mean the occurrence of any of the following: (i) the existence or introduction of an Activist Shareholder of Orgenesis, (ii) the termination (for any reason), resignation, or replacement of the person serving, as of the Investment Date, as the Chief Executive Officer of Orgenesis and the person serving, as of the Investment Date, as the Chairman of the board of directors of Orgenesis that occurs within five (5) years from the date hereof, (iii) an Orgenesis Change of Control, or (iv) the removal or replacement of the Industry Expert Director or the appointment of a new Industry Expert Director without GPP’s prior written consent.

“Permitted Investors” shall have the meaning set forth in Section 5.7.

“Permitted Issuances” shall mean any issuances of Securities (a) pursuant to the exercise or conversion of any Stock Equivalents, (b) pursuant to a stock split, stock dividend, plan of recapitalization, reorganization or like action, (c) pursuant to a Public Offering, (d) to the current or future directors, managers, officers, employees or consultants of the Company or any of its Subsidiaries pursuant to an equity incentive plan (including a stock purchase plan or agreement) approved by a Supermajority of the Board or pursuant to a compensation-related plan or agreement approved by a Supermajority of the Board, (e) in connection with the acquisition of another Person’s business by the Company or any of its Subsidiaries (whether by acquisition of stock or assets or by merger, consolidation, reorganization or other similar transaction) or the formation of a joint venture, (f) in connection with a non-capital raising transaction or for non-cash consideration, such as issuances of Securities to vendors or strategic or marketing partners or in joint ventures or in connection with sponsored research, collaboration, technology license, development, or OEM transactions, (g) to lenders or other financing sources in connection with obtaining financing for the Company or any of its Subsidiaries, (h) in connection with the reissuance of Securities previously purchased by the Company from Management Holders, (i) to GPP pursuant to the provisions of the Stock Purchase Agreement; and (j) any Securities that the Board determines in good faith (such determination to include the approval of at least one (1) GPP Director) that any preemptive rights or other rights exercised with respect thereto might interfere or risk a transaction or pending transaction considered by the Company.

“Permitted Transfer” shall mean a Transfer of Securities:

(a)     between any Restricted Stockholder who is a natural person and such Restricted Stockholder’s Family Group (whether inter vivos or upon death); provided, however, that, prior to any such Transfer, the Restricted Stockholder must demonstrate to the reasonable satisfaction of the Company that the Restricted Stockholder will retain, until its, his or her death, all rights to vote and Transfer the Securities that are proposed to be Transferred to such Restricted Stockholder’s Family Group;

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(b)     by a Restricted Stockholder who is a natural person and who is deceased or adjudicated incompetent to the personal representative of such Restricted Stockholder;

(c)     by the personal representative of a Restricted Stockholder who is a natural person and who is deceased or adjudicated incompetent to such Restricted Stockholder’s Family Group;

(d)     by a GPP Holder to its Affiliates with the prior written consent of Orgenesis (not to be unreasonably withheld, delayed or conditioned); provided that such Affiliate is not a competitor of the Company or the Business;

(e)     by Orgenesis to its Affiliates with the prior written consent of GPP (not to be unreasonably withheld, delayed or conditioned);

(f)     by a Restricted Stockholder to another Restricted Stockholder with the prior written consent of a Supermajority of the Board; or

(g)     by a Stockholder to the Company with the prior written consent of a Supermajority of the Board.

“Permitted Transferee” shall mean any Person who shall have acquired and who shall hold Securities pursuant to a Permitted Transfer.

“Person” shall mean any individual, partnership, corporation, limited liability company, association, joint stock company, trust, estate, joint venture, unincorporated organization, or the United States of America or any other nation, state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government.

“Preferred Stock” shall mean the shares of any series of the Company’s preferred stock that the Company may be authorized to issue from time to time, including the Company’s Series A Preferred Stock, par value $0.0001 per share, and any stock or other securities issued or issuable with respect to such shares, including pursuant to a stock dividend, stock split, or like action, or pursuant to a plan of recapitalization, reorganization, reclassification, exchange, merger, sale of assets or otherwise.

“Pro-Rata Portion” shall have the meaning set forth in Section 3.3(a).

“Proper Approval” shall have the meaning set forth in Section 3.11(a).

“Properly Approved” shall have the meaning set forth in Section 3.11(a).

“Public Offering” shall mean the completion of a sale of Common Stock pursuant to a registration statement which has become effective under the 1933 Act, excluding registration statements on Form S-4, S-8 or similar limited purpose forms, occurring after the date of this Agreement.

“Put Date” shall have the meaning set forth in Section 3.11(b)(i).

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“Put Notice” shall have the meaning set forth in Section 3.11(a).

“Put Price” shall have the meaning set forth in Section 3.11(b).

“Recapitalization” shall have the meaning set forth in Section 4.12.

“Registrable Securities” shall mean all shares of Common Stock held by any Stockholder or issuable upon conversion of any Stock Equivalents; provided, that as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (a) a registration statement (other than a registration statement on Form S-8) with respect to the sale of such securities shall have become effective under the 1933 Act and such securities shall have been disposed of in accordance with such registration statement, (b) a registration statement on Form S-8 with respect to such securities shall have become effective under the 1933 Act, (c) such securities shall have been sold under a Rule 144 Transaction, (d) all Registrable Securities held by such Stockholder are eligible to be sold without restriction under Rule 144(k), or (e) such securities have ceased to be outstanding.

“Repurchase Closing” shall have the meaning set forth in Section 3.6(e).

“Repurchase Price” shall have the meaning set forth in Section 3.6(d) .

“Restricted Period” shall mean the period during which a Stockholder or any of its, his or her Affiliates or Permitted Transferees holds any Securities and for two (2) years thereafter.

“Restricted Securities” shall mean the Securities held by a Restricted Stockholder, whether acquired by a Restricted Stockholder pursuant to this Agreement or any other agreement, option plan or other arrangement with the Company or any of its Subsidiaries, whether on or following the date of this Agreement, and all securities of the Company issued or issuable with respect to such Securities pursuant to a stock dividend, stock split, or like action, or pursuant to a plan of recapitalization, reorganization, reclassification, exchange, merger, sale of assets or otherwise.

“Restricted Stockholder” shall mean any Stockholder, other than a GPP Holder. Notwithstanding the foregoing, if a Restricted Stockholder Transfers any of its Securities to a GPP Holder, then such GPP Holder will not become a “Restricted Stockholder” as a result of such Transfer and the Securities Transferred to such GPP Holder will no longer be Restricted Securities.

“Restrictive Covenants” shall have the meaning set forth in Section 5.6.

“ROFR Allocation” shall have the meaning set forth in Section 3.1(a)(iii).

“Rule 144 Transaction” shall mean a Transfer of Securities (a) complying with Rule 144 under the 1933 Act as such Rule or a successor thereto is in effect on the date of such Transfer (but not including a sale other than pursuant to a “brokers transaction” as defined in clauses (i) and (ii) of paragraph (g) of Rule 144 as in effect on the date of this Agreement) and (b) occurring at a time when Securities are registered pursuant to Section 12 of the 1934 Act.

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“Sale of the Company” shall mean the sale (in a single transaction or a series of related transactions) of the Company to any Independent Third Party or group of Independent Third Parties pursuant to which such Independent Third Party or group of Independent Third Parties acquires (a) a majority of the Common Stock on a Fully-Diluted Basis (whether by merger, consolidation, sale or Transfer of Common Stock, reorganization, recapitalization or otherwise), or (b) all or substantially all of the assets of the Company and its Subsidiaries, determined on a consolidated basis. For purposes of this definition, all Common Stock that is issuable upon exercise or conversion of any Stock Equivalents acquired by an Independent Third Party shall be deemed to be issued and held by such Independent Third Party.

“Sale Request” shall have the meaning set forth in Section 3.2(b)(i).

“SEC” shall mean the Securities and Exchange Commission.

“Second GPP Minimum Ownership Level” shall have the meaning set forth in Section 3.4(a)(i).

“Second Orgenesis Minimum Ownership Level” shall have the meaning set forth in Section 3.4(a)(ii).

“Securities” shall mean all (a) shares of Common Stock, (b) shares of Preferred Stock, (c) Stock Equivalents, (d) securities of the Company issued or issuable with respect to the securities referred to in clauses (a), (b) and (c) above, including pursuant to a stock dividend, stock split, or like action, or pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise, and (e) during the Initial Two Year Period only, debt securities and debt instruments issued by the Company (including pursuant to any credit or loan agreement or similar arrangement).

“Spousal Consent” shall mean a consent by a spouse of a Stockholder or prospective holder of Securities in the form set forth in Exhibit B.

“Stock Equivalents” shall mean any (a) warrants, options or other right to subscribe for, purchase or otherwise acquire any shares of Common Stock or (b) any securities or evidence of indebtedness, directly or indirectly, convertible into or exchangeable for shares of Common Stock (including, but not limited to, any outstanding Preferred Stock) or all rights issued by the Company to acquire shares of Common Stock whether by exercise of a warrant, option or similar call or conversion of any existing instruments, in either case for consideration fixed in amount or by formula, into shares of Common Stock.

“Stock Option Plan” shall have the meaning set forth in Section 5.12.

“Stock Purchase Agreement” shall mean that certain Stock Purchase Agreement, dated as of the Investment Date, by and among the Company, Orgenesis and GPP, as amended, modified or restated from time to time.

“Stockholders” shall mean the GPP Holders, the Management Holders, Orgenesis, and any other Person to whom Securities, whether on or following the date of this Agreement, are issued, sold or Transferred by the Company or any other Person (including by a Permitted Transferee or other transferee of a Stockholder), and who is a party to this Agreement or, if not a party, who executes and delivers to the Company a Joinder Agreement in substantially the form attached hereto as Exhibit A.

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“Stockholders’ Agreement Terms” means Sections 3.2, 3.5, 3.7, 3.9, 3.10, 3.11, 3.12 and Article 4 of this Agreement, that must be approved by the shareholders of Orgenesis.

“Subsequent Offer Notice” shall have the meaning set forth in Section 3.1(a)(iii).

“Subsequent Option Period” shall have the meaning set forth in Section 3.1(a)(iii).

“Subsidiary” shall mean any corporation, limited liability company, partnership, association, joint stock company, trust, joint venture or unincorporated organization of which the Company, at the time in respect of which such term is used, (a) owns directly or indirectly fifty percent (50%) or more of the equity or beneficial interests, on a consolidated basis, or (b) owns directly or controls with power to vote, indirectly through one or more subsidiaries, shares of capital stock or beneficial interests having the power to cast a fifty percent (50%) or more of the votes entitled to be cast for the election of directors, trustees, managers or other officials having powers analogous to those of directors of a corporation. Unless otherwise specifically indicated, when used in this Agreement, the term Subsidiary shall refer to a direct or indirect Subsidiary of the Company. For purposes of this Agreement, (i) MaSTherCell S.A., a company organized under the laws of Belgium, (ii) Cell Therapy Holding S.A., a company organized under the laws of Belgium, (iii) Atvio Biotech Ltd., a company organized under the laws of Israel, and (iv) CureCell Co., Ltd., a Korean stock corporation, are each considered Subsidiaries of the Company.

“Supermajority of the Board” shall mean a majority of the members of the board of directors of the Company which must include at least one (1) GPP Director and; so long as a Material Underperformance Event has not occurred, at least one (1) Orgenesis Director.

“Tech Transfer Agreement” shall have the meaning set forth in Section 5.9.

“Termination” shall have the meaning set forth in Section 3.6(a).

“Third Party” shall mean any entity other than the Company or the Subsidiaries with whom Orgenesis or any of its Subsidiaries has a collaboration, joint venture, partnership or similar economic relationship for the development of a product with therapeutic use where the primary purpose of such collaboration, joint venture, partnership or relationship is not manufacturing related to such product.

“Transfer” shall mean any direct or indirect transfer, donation, sale, assignment, pledge, encumbrance, hypothecation, gift, creation of a security interest in or lien on, or other disposition, irrespective of whether any of the foregoing are effected with or without consideration, voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise, inter vivos or upon death.

“Transfer Notice” shall have the meaning set forth in Section 3.1(a)(i).

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“Transferring Stockholder” shall have the meaning set forth in Section 3.1(a)(i).

“Trigger Notice Period” shall mean a period of ninety (90) days which shall begin after GPP provides revocable written notice to Orgenesis of GPP’s decision that it intends to exercise certain rights granted to GPP pursuant to this Agreement; provided, that for the avoidance of doubt no Trigger Notice Period can end on a date that is earlier than the end of the Initial Two Year Period.

“Voting Common Stock” shall mean the shares of the Company’s voting common stock, par value $0.0001 per share, that the Company may be authorized to issue from time to time and any stock or other securities issued or issuable with respect to such shares, including pursuant to a stock dividend, stock split, or like action, or pursuant to a plan of recapitalization, reorganization, reclassification, exchange, merger, sale of assets or otherwise.

1.2     Other Definitions. Other defined terms are contained in the body of this Agreement.

ARTICLE 2

REPRESENTATIONS, WARRANTIES AND COVENANTS

2.1     Representations, Warranties and Covenants of the Stockholders. Each Stockholder represents and warrants to the Company, and agrees and acknowledges, as follows:

(a)     All Securities acquired by or for the Stockholder are and will be acquired solely for the Stockholder’s own account for investment purposes only and not with a present view toward the distribution thereof or with any present intention of distributing or reselling any such Securities in violation of the 1933 Act or any state securities laws. Irrespective of any other provisions of this Agreement, the Stockholder may only Transfer the Securities if the Company determines that such Transfer is in compliance with all applicable Federal and state securities laws, including the 1933 Act.

(b)     The Stockholder has had the opportunity to ask questions and receive answers concerning the Company and the Securities acquired by the Stockholder. The Stockholder acknowledges that it has received all of the information it considers necessary or appropriate for deciding whether to acquire the Securities. The Stockholder and its advisors, if any, have been afforded the opportunity to ask questions of the Company.

(c)     The Stockholder has such knowledge and experience in financial and business matters such that the Stockholder is capable of evaluating the merits and risks of an investment in the Securities, or has consulted with advisors who possess such knowledge and experience. The Stockholder is able to bear the economic risk of its investment in the Securities for an indefinite period of time. The Stockholder understands that the Securities have not been and may never be, registered under the 1933 Act and therefore cannot be Transferred unless subsequently registered under the 1933 Act or unless an exemption from such registration is available.

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(d)     The Stockholder is an accredited investor (as such term is defined in Rule 501 of the 1933 Act).

(e)     The Stockholder has not and will not enter into any agreement or arrangement of any kind which conflicts with or violates any provision of this Agreement, including but not limited to, any agreement or arrangement with respect to the acquisition, disposition or voting of shares inconsistent with this Agreement. If the Stockholder is at any time a married individual, then such Stockholder shall cause its spouse to execute and deliver to the Company a Spousal Consent.

(f)     If the Stockholder is a corporation, partnership, limited liability company, trust, custodianship, estate or other entity, then (i) such Stockholder is validly existing and in good standing under the laws of its jurisdiction of formation or organization, (ii) such Stockholder has full power and authority to enter into and perform its obligations under this Agreement, (iii) the execution and delivery by such Stockholder of this Agreement and the performance by such Stockholder of its obligations under this Agreement have been duly authorized and approved by all requisite corporate, partnership, limited liability company or trust action, and (iv) this Agreement has been duly executed and delivered by a duly authorized person on such Stockholder’s behalf.

(g)     This Agreement constitutes the legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or equity). The execution, delivery and performance of this Agreement by the Stockholder does not and will not conflict with, violate or cause a breach of any document, agreement, contract or instrument to which such Stockholder is a party or any judgment, order or decree to which such Stockholder is subject.

2.2     Representations and Warranties of the Company. The Company represents and warrants to the Stockholders as follows:

(a)     The Company is validly existing and in good standing under the laws of the State of Delaware. The Company has full corporate power and authority to enter into and perform its obligations under this Agreement. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations under this Agreement have been duly authorized and approved by all requisite corporate action. This Agreement has been duly executed and delivered by a duly authorized officer of the Company.

(b)     This Agreement constitutes the legally binding obligation of the Company, enforceable against the Company in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or equity).

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(c)     The execution, delivery and performance of this Agreement by the Company do not and will not conflict with, violate or cause a breach of any of the terms or provisions of the Company’s Certificate of Incorporation or Bylaws, or of any agreement, contract or instrument to which the Company is a party, or any judgment, order or decree to which the Company is subject.

2.3     Stock Dividends, Splits, Reclassifications, Mergers, etc. Each Stockholder acknowledges and agrees that any Securities issued by the Company pursuant to a stock dividend, stock split, reclassification or like action, or pursuant to the exercise of a right granted by the Company to all holders of Securities to purchase Securities on a proportionate basis, will be Transferred only, and for all purposes be treated in the same manner as, and be subject to the same options with respect to, the Securities which were split or reclassified or with respect to which a stock dividend was paid or rights to purchase stock on a proportionate basis were granted. In the event of a merger of or exchange involving the Company where this Agreement does not terminate, partnership units, membership units, shares of common stock or similar equity interests (and/or securities convertible into such units, shares or similar equity interests) that are issued in exchange for Securities will thereafter be deemed to be Securities subject to the terms of this Agreement.

ARTICLE 3

COVENANTS AND CONDITIONS

3.1     Restrictions on Transfers; General Right of First Refusal.

(a)     Subject to Section 3.1(c) and (d), no Restricted Stockholder may Transfer any Securities or any interest in all or any part of any of the Securities owned by such Restricted Stockholder, unless such Transfer is (x) approved in advance by a Supermajority of the Board, and (y) made in accordance with the following procedures:

(i)     If any Restricted Stockholder desires to Transfer Securities in a bona fide arm’s length transaction to any Person (a “Transferring Stockholder”), then such Transferring Stockholder shall deliver written notice of such proposed Transfer to the Company and GPP. Such written notice (the “Transfer Notice”) shall set forth, in reasonable detail, the terms and conditions of such proposed Transfer, including the name of the prospective purchaser (including all parties that directly or indirectly hold interests in the prospective purchaser), the payment terms, the type of disposition, the number and type of Securities proposed to be Transferred (“Offered Securities”), the proposed purchase price for the Offered Securities on a per share basis (the “Offer Price”) and any other information reasonably requested by a Supermajority of the Board with respect to such proposed Transfer and the prospective purchaser, together with a complete and accurate copy of the prospective purchaser’s written offer to purchase the Offered Securities from the Transferring Stockholder. The Transfer Notice shall further state that first the Company, and then GPP and the other Stockholders may acquire, in accordance with the provisions of this Agreement, the Offered Securities for the price and upon the other terms and conditions set forth in the Offer Notice.

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(ii)     For a period of thirty (30) calendar days after receipt of the Transfer Notice (the “Company Option Period”), the Company may elect, by delivery of written notice to the Transferring Stockholder, to purchase all or any portion of the Offered Securities at the Offer Price and on the other terms and conditions set forth in the Offer Notice.

(iii)     If the Company does not elect to purchase all of the Offered Securities pursuant to clause (ii) above, then, promptly after the expiration of the Company Option Period, the Company shall notify each of the other Stockholders (other than the Transferring Stockholder and any Management Holders that are no longer employed or engaged by the Company or any of its Subsidiaries) (the “Eligible Stockholders”) of the number of Offered Securities, if any, which the Company has not elected to purchase (the “Subsequent Offer Notice”). For a period of fifteen (15) calendar days after the expiration of the Company Option Period (the “Subsequent Option Period”), each Eligible Stockholder may elect, by giving written notice as described below, to purchase up to that number of remaining Offered Securities as shall be equal to the product obtained by multiplying (A) the total number of remaining Offered Securities by (B) a fraction, the numerator of which is the total number of shares of Common Stock on a Fully-Diluted Basis owned by such Eligible Stockholder on the date of the Subsequent Offer Notice and the denominator of which is the total number of shares of Common Stock on a Fully-Diluted Basis then held by all of the Eligible Stockholders on the date of the Subsequent Offer Notice, subject to increase as hereinafter provided. The number of shares that each Eligible Stockholder is entitled to purchase under this Section 3.1(a) shall be referred to as a “ROFR Allocation.” If any Eligible Stockholder does not elect to purchase the full amount of its ROFR Allocation, then all Eligible Stockholders who so elect shall have the right to purchase such remaining Offered Securities, and if more than one Eligible Stockholders so elect, the right to purchase such remaining Offered Securities shall be allocated among such Eligible Stockholders on a pro-rata basis (based on the number of shares of Common Stock on a Fully-Diluted Basis then owned by such Eligible Stockholders). In order to exercise its right to purchase its ROFR Allocation of any Offered Securities not purchased by Eligible Stockholders, an Eligible Stockholder must give written notice to the Company, GPP and the Transferring Stockholder within fifteen (15) calendar days after receipt of the Subsequent Offer Notice, which notice shall indicate whether or not the Eligible Stockholder is exercising its right to purchase its ROFR Allocation of the Offered Securities and, if applicable, whether such Eligible Stockholder is electing to purchase any additional Offered Securities in the event fewer than all of the Eligible Stockholders elect to purchase their ROFR Allocations (in which case the notice shall also state the maximum number of shares of additional Offered Securities which such Eligible Stockholder is willing to purchase).

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(iv)     The closing of the purchase of any Offered Securities pursuant to Sections 3.1(a)(ii) or 3.1(a)(iii) shall take place at the principal office of the Company as soon as practical after the delivery of all applicable election notices, but in no event later than the 40th calendar day after the expiration of the Company Option Period. At such closing, each purchaser of Offered Securities shall deliver to the Transferring Stockholder the Offer Price, on the same terms and conditions as set forth in the Transfer Notice, payable in respect of the Offered Securities in exchange for certificates duly endorsed representing the Offered Securities being acquired by such purchaser, together with stock powers, free and clear of all claims, liens and other encumbrances. All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed.

(v)     If all of the Offered Securities are not purchased by the Company and the Eligible Stockholders pursuant to Section 3.1(a)(iv), then the Transferring Stockholder may Transfer all (but not less than all) of the remaining Offered Securities to the prospective purchaser identified in the Transfer Notice, but only in accordance with Section 3.1(b) and in accordance with the terms (including the purchase price) set forth in the Transfer Notice, within three months after expiration of the Subsequent Option Period. Any of such Offered Securities that have not been Transferred by the Transferring Stockholder in such three month period shall again be subject to the restrictions set forth in this Section 3.1 and must be reoffered to the Company, GPP and the other Stockholders pursuant to this Section 3.1(a) before any subsequent Transfer.

(b)     Any Securities transferred pursuant to this Section 3.1, including to a Permitted Transferee, shall remain subject to the Transfer restrictions of this Agreement, and each purchaser of Offered Securities (other than the Company) who is not a party to this Agreement shall (i) execute and deliver to the Company a Joinder Agreement in substantially the form attached hereto as Exhibit A, (ii) in the event such purchaser is a Management Holder, within thirty (30) days after the date of such purchase, make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code of 1986, as it may be amended from time to time, and the regulations promulgated thereunder (the “Code”), in the form of Exhibit C attached hereto and (iii) take such other actions and execute such other documents as the Company reasonably requests. The Transferring Stockholder shall pay all expenses incurred by the Company in connection with a Transfer pursuant to this Section 3.1.

(c)     The provisions of Section 3.1(a) and Section 3.9 shall not apply to a Transfer of Securities which is (i) a Permitted Transfer, (ii) a Transfer pursuant to Section 3.2(a) (provided that a Transfer by a Restricted Stockholder that is the Initiating Stockholder shall be subject to the provisions of Section 3.1(a)), (iii) a Transfer pursuant to Section 3.2(b), (iv) a Transfer made pursuant to or after a Public Offering, (v) a Transfer by a GPP Holder or (vi) a Transfer by a Management Holder to another Management Holder, if such Transfer is approved by the Board and GPP.

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(d)     Notwithstanding anything to the contrary contained in this Agreement, (i) in no event shall any Restricted Stockholder transfer any interest in any Securities to a competitor of the Company or any of its Subsidiaries, unless such Transfer is pursuant to a Sale Request, (ii) a Transfer of Securities will not be valid or of any force or effect if such Transfer would result in a violation or breach of any applicable Federal or state securities law or any agreement to which the Company or any Subsidiary is a party, (iii) the purchase price specified in any Transfer Notice must be payable solely in cash at the closing of the transaction or in installments over time not to exceed two (2) years, (iv) no Permitted Transfer shall be effective unless and until (A) the transferee of the Securities so Transferred, if such transferee is not a party to this Agreement, executes and delivers to the Company a Joinder Agreement in substantially the form attached hereto as Exhibit A, and (B) the transferee of the Securities so Transferred, if such transferee is a Management Holder, within thirty (30) days after the date of such Transfer, makes an effective election with the Internal Revenue Service under Section 83(b) of the Code in the form of Exhibit C attached hereto, and (v) no Restricted Stockholder shall avoid the provisions of this Agreement by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee. In addition, each Restricted Stockholder that is an entity agrees that (x) certificates for shares of its common stock or other instruments reflecting equity interests in such entity (and the certificates for shares of common stock or other equity or ownership interests in any similar entities controlling such entity) will note the restrictions contained in this Agreement on the restrictions on Transfer as if such common stock or other equity or ownership interests were Securities, (y) no shares of such common stock or other equity or ownership interests may be issued or Transferred to any Person other than in accordance with the terms and provisions of this Agreement as if such common stock or other equity or ownership interests were Securities and (z) any Transfer of such common stock or other equity or ownership interests shall be deemed to be a Transfer of a pro-rata number of Securities hereunder subject to the restrictions herein.

3.2     Tag Along and Drag Along.

(a)     Tag Along. Subject to Section 3.2(a)(vi), no Stockholder shall Transfer Securities owned by such Stockholder to any Person without complying with the terms and conditions set forth in this Section 3.2(a); provided, that a Stockholder may be an Initiating Stockholder (defined below) under this Section 3.2(a) only if such Transfer is permitted under Section 3.1 and only after such Stockholder has fully complied with any applicable requirements of Section 3.1.

(i)     If any Stockholder (the “Initiating Stockholder”) desires to Transfer Securities to any Person, then such Initiating Stockholder shall deliver written notice of such proposed Transfer (the “Participation Sale”) to each other Stockholder (“Participating Offeree”) and to the Company. Such written notice (the “Participation Notice”) shall be delivered not less than ten (10) calendar days prior to such proposed Transfer and shall set forth, in reasonable detail, the terms and conditions of such proposed Transfer, including the name of the prospective purchaser, the payment terms, the type of disposition, the number and type of Securities proposed to be Transferred (the “Participation Securities”), and the proposed purchase price for the Participation Securities on a per share basis (the “Participation Price”), together with a complete and accurate copy of the prospective purchaser’s written offer to purchase the Participation Securities from the Initiating Stockholder. Within ten (10) calendar days following the delivery of the Participation Notice by the Initiating Stockholder to each Participating Offeree and to the Company, each Participating Offeree may elect, by delivery of written notice to the Initiating Stockholder and to the Company, to Transfer to the purchaser in such Participation Sale up to that number of Securities owned by such Participating Offeree as shall be equal to the product obtained by multiplying (A) the number of Participation Securities by (B) a fraction, the numerator of which is the total number of shares of Common Stock on a Fully-Diluted Basis owned by such Participating Offeree on the date of such Participation Notice and the denominator of which is the total number of shares of Common Stock on a Fully-Diluted Basis then held by all of the Stockholders on the date of such Participation Notice. If any Participating Offeree fails to deliver such written notice to the Initiating Stockholder and the Company within such ten (10) calendar day period, then such Participating Offeree shall no longer have any right to Transfer Securities pursuant to this Section 3.2(a) in such Participation Sale.

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(ii)     If the Participation Securities consist of more than one series or class or type of Securities and if a Participating Offeree exercises rights pursuant to this Section 3.2(a), then such Participating Offeree shall be required as a condition of such exercise (and shall be entitled) to Transfer the same proportionate amount of the series or class or type of Securities that the Initiating Stockholder Transfers to the purchaser in connection with such Participation Sale; provided, that this sentence shall not apply to the extent that such Participating Offeree does not then own such other Securities or securities convertible or exchangeable into such other Securities. If the purchaser of any Participation Securities refuses to buy any of the Securities which any Participating Offeree has validly elected to include in the Participation Sale pursuant to this Section 3.2(a), then the Initiating Stockholder may not Transfer any of its Securities to such purchaser unless the Initiating Stockholder purchases from such Participating Offeree the number of Securities that such Participating Offeree would be entitled to Transfer pursuant to this Section 3.2(a) for the consideration the Participating Offeree would have received pursuant to this Section 3.2(a).

(iii)     The Participating Offerees that have validly elected to participate in the Participation Sale shall receive, upon the consummation of such Participation Sale, the same form and amount of consideration on a per share basis, or if any such Participating Offerees are given an option as to the form and amount of consideration to be received, all such Participating Offerees must be given substantially the same option. Notwithstanding the foregoing, if a Participating Offeree elects to offer for sale Securities in the Participation Sale that are of a different type, class or series than the Participation Securities or the Participation Securities consist of more than one series, class or type of Securities and a Participating Offeree does not then own some or all of such series, classes or types of Securities (or Securities convertible or exchangeable into such series, class or type of Securities) and elects to offer for sale another series, class or type of Securities in place thereof, then all proceeds payable by the transferee(s) to holders of Securities on account of their Securities upon consummation of the Transfer of such Securities to the transferee(s) shall be paid to the Company and shall be allocated by the Company among and paid to the holders of such Securities based upon the amount that such holders would have received pursuant to the Company’s certificate of incorporation, assuming that such proceeds were distributed in a liquidation of the Company and the Securities Transferred in the Participation Sale were the only Securities outstanding.

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(iv)     At the closing of any Participation Sale, the Initiating Stockholder, together with all Participating Offerees validly electing to participate in such Participation Sale pursuant to this Section 3.2(a), shall deliver to the proposed transferee certificates evidencing the Securities to be sold, free and clear of all claims, liens and encumbrances, together with stock powers duly endorsed. To the extent any Participating Offeree does not comply with this Section 3.2(a)(iv) or Section 3.2(a)(v), such Participating Offeree shall not be entitled to participate in such Participation Sale and the Initiating Stockholders shall be entitled to sell an additional number of Securities equal to the Securities that otherwise would have been sold by such Participating Offeree.

(v)     As a condition to the effective exercise of its rights under this Section 3.2(a) each Participating Offeree validly electing to participate in the Participation Sale shall (A) be required to make such representations, warranties and covenants and agree to provide such indemnification as the Initiating Stockholder agrees to make or provide in connection with such Participation Sale, (B) pay such Stockholder’s pro-rata share of the costs and expenses incurred in connection with such Participation Sale to the extent such costs and expenses are incurred for the benefit of the Stockholders participating in such Participation Sale and are not otherwise paid by the Company (it being agreed that costs incurred by each Participating Offeree on its own behalf will not be considered costs of such Participation Sale), and (C) take such other actions and execute such documents as the Company or the Initiating Stockholder may reasonably request.

(vi)     The provisions of this Section 3.2(a) shall not apply to (A) a Permitted Transfer, (B) a Transfer made pursuant to or after a Public Offering, (C) a Transfer pursuant to Section 3.2(b) or (D) a Transfer by a Management Holder to another Management Holder if such Transfer is approved by a Supermajority of the Board. Any Securities Transferred pursuant to this Section 3.2(a) shall remain subject to the Transfer restrictions of this Agreement, and each purchaser of Securities who is not a party to this Agreement shall (A) execute and deliver to the Company a Joinder Agreement in substantially the form attached hereto as Exhibit A, (B) in the event such purchaser is a Management Holder, within thirty (30) days after the date of such purchase, make an effective election with the Internal Revenue Service under Section 83(b) of the Code in the form of Exhibit C attached hereto and (C) take such other actions and execute such other documents as the Company reasonably requests.

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(b)     Drag Along.

(i)     At any time following the earlier to occur of (a) the end of the Initial Two Year Period and (b) the occurrence of a Material Underperformance Event, if GPP or the Board approves a Sale of the Company (an “Approved Sale”), then GPP or the Company may give written notice to the Stockholders of the Approved Sale, which notice shall be delivered at least five (5) Business Days prior to the Approved Sale and shall include the material terms of the Approved Sale (the “Sale Request”). Each Stockholder agrees not to directly or indirectly, without the prior written consent of the Company, disclose to any other Person any information related to the Sale Request or the Approved Sale, other than disclosures to legal counsel in confidence or as otherwise required by law. In connection with the Approved Sale, (A) each Stockholder shall be obligated to and agrees that, in such Stockholder’s capacity as a stockholder of the Company, such Stockholder will vote, or grant proxies relating to such shares to vote, all of such Stockholder’s Securities in favor of, consent to, raise no objections to, and waive any dissenters, appraisal or similar rights with respect to, the Approved Sale and will not exercise any right to dissent or seek appraisal rights in respect of the Approved Sale, (B) each Stockholder shall take all actions which the Board or GPP deems necessary or advisable in the sole judgment of GPP or the Board in connection with the consummation of the Approved Sale, including executing, delivering and agreeing to be bound by the terms of any agreement related to the Approved Sale and any other agreement, instrument or certificates necessary to effectuate the Approved Sale, and including appointing a representative to administer the transactions on behalf of all of the Stockholders, (C) if the Approved Sale is structured as a Transfer of Securities, each Stockholder will agree to Transfer its Securities and shall deliver at the closing of the Approved Sale its Securities, including certificates relating thereto, free and clear of all claims, liens and encumbrances, on the terms and conditions as approved by the Board or GPP (it being understood and agreed that each Stockholder will only be obligated to Transfer the same percentage of its Common Stock on a Fully-Diluted Basis as the percentage of Common Stock on a Fully-Diluted Basis proposed to be Transferred in the Approved Sale), and (D) each Stockholder shall pay such Stockholder’s pro-rata share of the costs and expenses incurred in connection with the Approved Sale to the extent such costs and expenses are incurred for the benefit of the Stockholders and are not otherwise paid by the Company. Costs incurred by any Stockholder on its own behalf will not be considered costs of the Approved Sale. Without limiting the foregoing, each Stockholder agrees that, in connection with the Approved Sale, such Stockholder will (A) make such representations, warranties and covenants as GPP agrees to make or provide, and (B) agree to provide severally (not jointly) and on a pro rata basis (based upon the consideration to be received by such Stockholder in connection with such Approved Sale) such indemnification, purchase price adjustments and holdbacks as GPP agrees to provide (provided that each Stockholder shall be responsible for all obligations that relate specifically to such Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder’s title to and ownership of Securities).

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(ii)     Notwithstanding the foregoing, if one of the terms or conditions of such Approved Sale requires any Management Holder to agree to be bound by customary restrictive covenants, including confidentiality, non-competition, and non-solicitation covenants, then each Management Holder hereby agrees, that to the extent required by a buyer in connection with an Approved Sale, such Management Holder will agree to be bound by such customary restrictive covenants.

(iii)     In the event that GPP or the Company provides notice to Orgenesis that either GPP or the Board is considering exercising its drag along rights described in Section 3.2(b)(i) or the Company provides notice to Orgenesis that the Board has determined that the Company will begin committing significant time and resources in pursuit of exploring a potential Sale of the Company, Orgenesis shall, within thirty (30) days, provide written notice to the Company and the Board indicating whether or not Orgenesis would like to be a potential acquiror of the Company. If Orgenesis does not provide such notice within such thirty (30) day period, Orgenesis shall be deemed to have elected that it would not like to be a potential acquiror of the Company. After such thirty (30) day period, the Board shall form a committee of Directors (which will include the Industry Expert Director) that will be responsible for managing the process in connection with such Sale of the Company transaction and, notwithstanding anything in this Agreement to the contrary, (A) if Orgenesis has not elected to be a potential acquiror in such a Sale of the Company transaction, Orgenesis shall have the ability to appoint one (1) member of such committee, or (B) if Orgenesis has elected to be a potential acquiror in such a Sale of the Company transaction, an Orgenesis Director shall not be appointed to such committee, Orgenesis shall recuse itself and all Orgenesis Directors from such committee and Orgenesis may be a participant in the process in connection with such Sale of the Company transaction in a manner similar to other potential third party aquirors. The goal of any process in connection with a Sale of the Company is anticipated to be consummating a Sale of the Company on arm’s length terms and with respect to any such Sale of the Company, the Company shall obtain a fairness opinion from one of the top ten (10) United States independent third party accounting firms selected by GPP in its sole discretion; provided, however, that if such accounting firms do not provide such fairness opinions in the ordinary course of their business as of the time such fairness opinion is to be requested, then the Company shall obtain a fairness opinion from a reputable, independent third party entity that provides such opinions as chosen by GPP in its sole discretion.

(iv)     In the event that GPP Holders do not own at least 189,000 Securities, then GPP shall no longer be able to exercise its drag along rights set forth in this Section 3.2(b).

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(v)     The Parties hereby agree that the Stockholders shall not, and cannot, complete an Approved Sale pursuant to this Section 3.2 unless the obligations set forth in Section 5.9 of this Agreement have been satisfied.

3.3     Rights to Purchase. Each Stockholder acknowledges that, (x) subject to Section 3.5, the Company shall have the absolute right, in its sole discretion, to raise capital from all sources and in all manners available to it, including, but not limited to, the incurrence of debt in any form. Nothing herein shall be deemed to derogate from Orgenesis’ ability to grant one or more Orgenesis Loans to the Company subject to Section 3.5 below; provided that each Stockholder shall have a right to participate in its Pro-Rata Portion of such Orgenesis Loan in accordance with this Section 3.3.

(a)     Purchase Right. If the Company authorizes the issuance and sale of any Securities, other than pursuant to a Permitted Issuance (“New Securities”), then each Stockholder who is an accredited investor (as defined in Rule 501 promulgated under the 1933 Act), other than Management Holders that are no longer employed or engaged by the Company or any of its Subsidiaries, will have the right to purchase a pro-rata portion of such New Securities (the “Pro-Rata Portion”). A Stockholder’s Pro-Rata Portion, for purposes of this Section 3.3, is the ratio that results from (i) the number of shares of Common Stock on a Fully-Diluted Basis which such Stockholder then owns divided by (ii) total number of shares of Common Stock on a Fully-Diluted Basis then held by all of the Stockholders that are accredited investors, subject to increase pursuant to Section 3.3(b).

(b)     Right of Over-Allotment. Each of the Stockholders who has a purchase right under Section 3.3(a) and who elected to purchase the full amount of their Pro-Rata Portion of the New Securities pursuant to Section 3.3(a) (a “Fully Participating Stockholder”), may after five (5), but within ten (10), calendar days from the date such non-purchasing Stockholder fails to exercise its rights to purchase its Pro-Rata Portion under Section 3.3(a), elect to purchase the remaining Pro-Rata Portion. If more than one Fully Participating Stockholder elects to purchase the remaining Pro-Rata Portion, then the right to purchase such remaining Pro-Rata Portion shall be allocated among such Fully Participating Stockholders (based on the number of shares of Common Stock on a Fully-Diluted Basis then owned by such Fully Participating Stockholders).

(c)     Notice from the Company. Subject to Section 3.3(d), if the Company proposes to undertake an issuance of New Securities, then the Company shall give each Stockholder who has a purchase right under Section 3.3(a) written notice of such proposal, describing in reasonable detail the type of New Securities, the price and the terms upon which the Company proposes to issue the New Securities and the terms thereof if other than Common Stock. For a period of fifteen (15) calendar days following the mailing of such notice by the Company, each Stockholder may elect to purchase up to its Pro-Rata Portion of such New Securities (and, if applicable, pursuant to Section 3.3(b) any Pro-Rata Portion of the New Securities not purchased by other Stockholders) prior to such issuance. The Stockholder may exercise such elections by giving written notice to the Company within such fifteen (15) calendar day period stating therein whether the Stockholder is electing to purchase all or part of its Pro-Rata Portion and, if applicable, the maximum number of additional New Securities it is electing to purchase pursuant to Section 3.3(b).

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(d)     Notice After Sale. Notwithstanding anything in this Agreement to the contrary, with the prior approval of the Board, the Company may in its sole discretion issue New Securities prior to providing the Stockholders with notice and the opportunity to purchase New Securities as set forth in Section 3.3(c) above, so long as the Company provides to the Stockholders that have a purchase right under Section 3.3(a) such notice and opportunity to purchase within 90 calendar days after the issuance of such New Securities. For a period of fifteen (15) calendar days following the mailing of such notice by the Company, each Stockholder that has a purchase right under Section 3.3(a) may elect to purchase up to that number of New Securities that would, if purchased by such Stockholder, maintain such Stockholder’s ownership percentage of the Common Stock on a Fully-Diluted Basis at the same level as such Stockholder owned prior to such sale of New Securities. Each Stockholder may exercise such election by giving written notice to the Company and stating therein the quantity of New Securities to be purchased.

(e)     Sale by the Company. In the event any Stockholder who has a purchase right under Section 3.3(a) fails to exercise in full such Stockholder’s purchase right within the fifteen (15) calendar day period provided in Section 3.3(c) and after the expiration of the ten (10) calendar day period for the exercise of the over-allotment in Section 3.3(b), the Company shall have ninety (90) calendar days thereafter to sell the New Securities with respect to which the purchase right was not exercised, at a price and upon terms not materially more favorable to the purchasers thereof than specified in the Company’s notice given pursuant to Section 3.3(c).

(f)     Closing. The Closing for any such issuance shall take place as proposed by the Company with respect to the New Securities to be issued, at which Closing the Company shall deliver certificates for the New Securities in the respective names of the purchasing Stockholders against receipt of the consideration therefor.

3.4     Board Composition.

(a)     The Company and each Stockholder agree to take all actions (including but not limited to each Stockholder voting, or executing written consents with respect to, all Securities owned by such Stockholder or over which such Stockholder exercises voting control), that are necessary or desirable (whether in its, his or her capacity as a stockholder, director, member of a board committee, officer or otherwise including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents) to cause:

(i)     so long as GPP Holders own at least 283,500 Securities (the “First GPP Minimum Ownership Level”), the election to the Board of up to three (3) individuals designated from time to time by GPP (the “GPP Directors”); provided, that if the GPP Holders do not own the First GPP Minimum Ownership Level but own at least 189,000 Securities (the “Second GPP Minimum Ownership Level”), then GPP shall only be entitled to designate a total of two (2) GPP Directors; provided further, that if the GPP Holders do not own the Second GPP Minimum Ownership Level, then GPP shall only be entitled to designate a total of one (1) GPP Director;

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(ii)     so long as Orgenesis owns at least 466,500 Securities (the “First Orgenesis Minimum Ownership Level”), then, subject to Section 3.5 and clause (b) below, the election to the Board of four (4) individuals designated from time to time by Orgenesis (the “Orgenesis Directors”), one (1) of which will be an expert in the industry in which the Company and its Subsidiaries operate and who is not an employee of Orgenesis or any of its Subsidiaries (the “Industry Expert Director”, which for the avoidance of doubt shall be considered one of the Orgenesis Directors); provided, that if Orgenesis does not own the First Orgenesis Minimum Ownership Level but owns at least 311,000 Securities (the “Second Orgenesis Minimum Ownership Level”), then, subject to Section 3.5 and clause (b) below, Orgenesis shall only be entitled to designate a total of three (3) Orgenesis Directors, one (1) of which will be the Industry Expert Director; provided further, that if Orgenesis does not own the Second Orgenesis Minimum Ownership Level, then Orgenesis shall only be entitled to designate a total of one (1) Orgenesis Director;

(iii)     the removal from the Board, with or without cause, of any GPP Director at the written request of GPP, but only upon such written request and under no other circumstances;

(iv)     subject to Section 3.5 and clause (b) below, the removal from the Board, with or without cause, of any Orgenesis Director at the written request of Orgenesis, but only upon such written request and under no other circumstances;

(v)     if any GPP Director resigns, or for any other reason ceases to serve as a member of the Board during his or her term of office, then so long as the GPP Holders own the First GPP Minimum Ownership Level or the Second GPP Minimum Ownership Level, as applicable, the filling of the resulting vacancy on the Board by a representative designated by GPP; and

(vi)     if any Orgenesis Director resigns, or for any other reason ceases to serve as a member of the Board during his or her term of office, then so long as Orgenesis owns the First Orgenesis Minimum Ownership Level or the Second Orgenesis Minimum Ownership Level, as applicable, and subject to Section 3.5 and clause (b) below, the filling of the resulting vacancy on the Board by a representative designated by Orgenesis.

(b)     the initial GPP Directors shall be Noah Rhodes, Jeffrey R. Jay, and Stephen Weaver and the initial Orgenesis Directors shall be Vered Caplan, Mark Cohen, Rosemary Mazanet and Darren Head all of which shall be appointed for an initial term of two (2) years. During the Initial Two Year Period, unless otherwise agreed to in writing by GPP and Orgenesis, Darren Head shall be designated as the Industry Expert Director.

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(c)     If the GPP Holders fail to own the First GPP Minimum Ownership Level or the Second GPP Minimum Ownership Level, then so long as Orgenesis owns the First Orgenesis Minimum Ownership Level, Orgenesis shall be entitled to fill any director position that GPP no longer has the right to fill. If Orgenesis fails to own the First Orgenesis Minimum Ownership Level or the Second Orgenesis Minimum Ownership Level, then so long as the GPP Holders own the First GPP Minimum Ownership Level, GPP shall be entitled to fill any director position that Orgenesis no longer has the right to fill. In all other cases if either the GPP Holders or Orgenesis are no longer entitled to appoint a director or directors as a result of failing to own an applicable “Minimum Ownership Level” then the size of the board shall be reduced by the number of directors that such Party no longer has the right to appoint. If any Person entitled to appoint a member of the Board as described above fails to appoint such member, then any member of the Board who would otherwise have been designated in accordance with the terms of this Section 3.4 shall instead be elected pursuant to the Company’s Certificate of Incorporation and the bylaws of the Company (the “Bylaws”).

(d)     If a Stockholder fails to perform its obligations under this Section 3.4, then such Stockholder hereby grants to the Company its proxy to vote such Stockholder’s Securities in accordance with this Section 3.4.

(e)     At least one (1) GPP Director and one (1) Orgenesis Director will be appointed to serve on (i) each committee of the Board and (ii) each board of directors, board of managers or similar governing body (and each committee thereof) of any Subsidiary of the Company. The Board shall use commercially reasonable efforts to meet at least quarterly. The Company shall purchase D&O insurance in form and substance customary for entities in the industry in which the Company and its Subsidiaries operate and otherwise reasonably satisfactory to GPP and Orgenesis assuming such insurance is available on customary and commercial terms and pricing. Board members will be reimbursed by the Company for reasonable out of pocket travel and other expenses related to attending meetings of the Board.

(f)     Notwithstanding any other term of this Agreement, (i) at any time after either (x) a PCE described in clause (iv) of the definition of PCE has occurred, or (y) the end of the Initial Two Year Period if any other Material Underperformance Event has occurred, GPP shall have the right to increase the number of directors that constitute the whole Board and the right to the elect to the Board a number of individuals designated from time to time by GPP that constitute at least a majority of the total number of directors on the Board and (ii) the Company and each Stockholder agree to take all action necessary or desirable to effectuate the foregoing clause (i). In the event GPP exercises its rights pursuant to this Section 3.4(f), Orgenesis shall have the approval rights as provided to GPP in Section 3.5(a) (but only with respect to a liquidation, dissolution and winding-up and only if such liquidation, dissolution or winding-up is not related to, or following, any Deemed Liquidation Event (as defined in the Company’s Certificate of Incorporation), Sale of the Company or Approved Sale), Section 3.5(b), Section 3.5(j) (but not in connection with any purchase or redemption contemplated by this Agreement or by the Company’s Certificate of Incorporation), Section 3.5(k), Section 3.5(m) (but not in connection with any Deemed Liquidation Event (as defined in the Company’s Certificate of Incorporation), Sale of the Company or Approved Sale), and Section 3.5(p), provided, however, that (x) any reference to Series A Preferred Stock in Section 3.5(k) shall be deemed to refer to Common Stock with respect to Orgenesis, (y) in Section 3.5(p) the reference to “Orgenesis Entity” shall be deemed to be to “GPP” for purposes of this sentence, and (z) none of the approval rights granted to Orgenesis shall in any way limit, impact or restrict GPP’s rights under Sections 3.2(b), 3.10, 3.11 or 3.12 or under the Company’s Certificate of Incorporation.

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(g)     The Stockholders hereby acknowledge and agree that each Orgenesis Director, in determining whether or not to vote in support of or against any particular decision for which the Board’s consent is required, may act in and consider the best interest of Orgenesis and shall not be required to act in or consider the best interests of the other Stockholders or other parties hereto. The Stockholders acknowledge that (i) the Company has engaged and is represented by, and shall continue to engage and be represented by following the date hereof, Pearl Cohen Zedek Latzer Baratz LLP for certain legal services and the Stockholders hereby waive any claims against Mark Cohen in his capacity as an Orgenesis Director that such engagement as counsel to Orgenesis and the Company and as a director constitutes (a) a conflict of interest in respect of his representation and continued representation of the Company, Orgenesis and any of their Subsidiaries and (b) a conflict and/or breach of Mark Cohen’s fiduciary duties to the Company so long as all terms of such engagement are fully disclosed to the Board, and (ii) to the extent that certain Orgenesis Directors are also employees of Orgenesis and engage in activities in the ordinary course of such person’s duties on behalf of Orgenesis, so long as such activities are performed in the ordinary course of business of Orgenesis and would not reasonably be expected to violate the specific terms of this Agreement, the Stockholders hereby waive any claims against such Orgenesis Directors based upon breach of fiduciary duty in relation to such activities.

(h)     The Stockholders hereby acknowledge and agree that each GPP Director, in determining whether or not to vote in support of or against any particular decision for which the Board’s consent is required, may act in and consider the best interest of GPP and shall not be required to act in or consider the best interests of the other Stockholders or other parties hereto.

3.5     GPP Approval Rights. Notwithstanding any other term of this Agreement, neither Company nor any of its Subsidiaries shall, either directly or by amendment, merger, reorganization, consolidation or otherwise, take any of the following actions without the prior written approval of GPP:

(a)     liquidate, dissolve or wind-up the business and affairs of the Company or any of its Subsidiaries, effect any Deemed Liquidation Event (as defined in the Company’s Certificate of Incorporation), or consent to any of the foregoing;

(b)     amend, alter or repeal, or waive or exercise any right under, any provision of the Company’s Certificate of Incorporation or the Bylaws or any provision of any organizational documents of any Subsidiary of the Company (which shall include, without limitation, any limited liability company agreement or operating agreement of any Subsidiary); provided, however, that in the event of a Public Offering, GPP agrees to act in good faith and in a reasonable manner to approve an amendment to the Company’s Certificate of Incorporation in order to increase the authorized shares of Common Stock of the Company in connection with such Public Offering.

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(c)     approve or adopt any budget that covers any period following the Initial Two Year Period (any such approved budget being an “Approved Future Budget”);

(d)     modify or amend in any material way the budget that is (i) month-by-month from the date hereof until December 31, 2019 and (ii) quarterly for the period beginning on January 1, 2020 and ending on June 30, 2020, which is attached hereto as Exhibit D (the “Approved Initial Budget”) or any Approved Future Budget;

(e)     incur costs, expenses or expenditures (including capital expenditures) in an aggregate amount that would be in excess of 120% of the amounts set forth in the Approved Initial Budget or any Approved Future Budget on a year to date basis;

(f)     after the Initial Two Year Period, create or issue any shares of stock or other equity, debt or other securities or accept any grants or increase the authorized number of shares of Preferred Stock or increase the authorized number of shares of any additional class or series of shares of stock, or create or authorize any obligation or security convertible into shares of any class or series of stock;

(g)     during the Initial Two Year Period, create or issue any debt, equity or other securities or borrow any funds or accept any grants unless the securities issued or funds borrowed or grants accepted (i) are subordinate to GPP, (ii) not dilutive to GPP in any way, (iii) do not impact any of GPP’s rights under this Agreement or as a holder of Securities in any way, (iv) are without any preferential or approval rights or Board seats (or Board observer or other rights), and (v) if in the form of debt, are non-convertible and unsecured (such that no stock or assets of the Company or any of its Subsidiaries may be pledged or used as collateral) and are consistent with market interest rates;

(h)     permit any Subsidiary to issue any debt or borrow any money, except that intercompany loans by the Company to its Subsidiaries shall be permitted with Board approval; provided, that the aggregate outstanding amount of all such loans at any time shall not exceed $1,000,000;

(i)     issue any debt, equity or other security to, or borrow any money from, or accept any grants from, a competitor of the Company or any of its Subsidiaries;

(j)     purchase or redeem or pay or declare any dividend (or in any way modify any dividend policy) or make any distribution on, any shares of stock, except (i) for dividends payable by Subsidiaries of the Company to the Company and (ii) that during the Initial Two Year Period the Company shall be permitted to declare and pay dividends with Board approval in the event that the Board determines that (A) the Company and its Subsidiaries are generating positive cash flows and are expected to continue to generate positive cash flows for at least the following twelve (12) months, and (B) after giving effect to such dividend, the Company and its Subsidiaries would have cash reserves sufficient to pay all of the Company’s and its Subsidiaries’ current and anticipated obligations and liabilities (including all costs and expenditures (including capital expenditures) related to growth and expansion of the business of the Company and its Subsidiaries);

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(k)     amend or modify in any way the terms or the rights, preferences, powers, privileges and restrictions, qualifications and limitations of any Series A Preferred Stock;

(l)     initiate or complete any Sale of the Company or an Approved Sale or any issuance or sale of any ownership or equity interests of any of the Company’s Subsidiaries or take any action which results in all or a material portion of the assets of the Company or any of its Subsidiaries being sold, leased, exchanged or conveyed in a single transaction or a series of related transactions;

(m)     sell, transfer, convey, lease or dispose of, outside the ordinary course of business, any assets or properties of the Company or any of its Subsidiaries, whether now or hereafter acquired, in any transaction or series of related transactions;

(n)     after the Initial Two Year Period, incur any debt, borrow any money or assume or become liable for, directly or indirectly, borrowed money or grant any security in its assets in respect of borrowed money or make, directly or indirectly, loans or advances to, or give security for or guarantee the indebtedness of, or otherwise give financial assistance to, any Person;

(o)     purchase equity interests of any Person or purchase part or all of the assets of a Person outside the ordinary course of business or enter into a partnership, joint venture or any other arrangement for the sharing of profits with any Person other than in connection with research and development collaborations entered into in the ordinary course of business;

(p)     enter into any agreements or other arrangement with, or make or agree to make any loan, advance or other payment to, any Orgenesis Entity or any other Stockholder or any of their Subsidiaries or any director, officer, employee or other affiliate or related party (or any family member or affiliate thereof) of any of the foregoing;

(q)     make payments, contribute capital or issue loans to any Subsidiary of the Company that is not wholly-owned by the Company;

(r)     take any action or omit to take any action that would allow SFPI – FPIM SA to put, transfer or sell its equity interests in MaSTherCell S.A. under that certain Subscription and Shareholders Agreement, dated November 11, 2017, by and among Orgenesis, SFPI – FPIM SA and MaSTherCell S.A.; or

(s)     agree, commit or resolve to take or authorize any of the foregoing actions.

In the event the Company does not have sufficient funds to operate the Business or meet its obligations at any time, and the Board has elected to declare bankruptcy or appoint a receiver rather than raise additional capital by way of new financing (whether by debt, equity or otherwise) to support the Company’s continued operations, the Stockholders agree that Orgenesis, in its sole discretion and without regard to the approval rights provided to GPP in this Section 3.5, may elect to provide such capital to the Company as it deems necessary to conduct its Business and continue its operations, whether such capital is by way of a loan or equity investment.

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3.6     Right of Repurchase.

(a)     General. Upon the termination of any Management Holder’s employment or engagement with the Company and its Subsidiaries for any reason (whether by the Management Holder or the Company or one of its Subsidiaries and whether with or without Cause) (a “Termination”) and in the event that an Additional Repurchase Event occurs, the Company, GPP and Orgenesis will have the option to repurchase all or any portion of the Management Holder Securities held by such Management Holder (whether held by the Management Holder or one or more of its, his or her Permitted Transferees) (“Management Holder Securities”) pursuant to the terms and conditions set forth in this Section 3.6.

(b)     Company’s Option. The Company may elect in its sole discretion to purchase all or any portion of the Management Holder Securities by giving written notice to the Management Holder or its, his or her Permitted Transferees either (i) within 90 days following such Termination or (ii) if an Additional Repurchase Event shall occur with respect to a Management Holder, then within 90 days of the Board becoming aware of an Additional Repurchase Event. Such notice will set forth the number and type of Management Holder Securities to be acquired by the Company from such Management Holder, the aggregate consideration to be paid for such Management Holder Securities, and the time and place for the closing of such purchase. If such Management Holder is a member of the Board at the time of such election, then Management Holder will not have the right to vote with respect to such election or any other matter relating to this Section 3.6.

(c)     GPP’s and Orgenesis’s Option. If for any reason the Company does not elect to purchase all of the Management Holder Securities pursuant to Section 3.6(b), then each of GPP and Orgenesis may at any time within 180 days following such Termination or the date on which the Board becomes aware of an Additional Repurchase Event, elect in its sole discretion to purchase its pro-rata portion of the Management Holder Securities which the Company has not elected to purchase (provided, that if either GPP or Orgenesis does not elect to purchase its full pro-rata portion of such Management Holder Securities, then the other party may elect to purchase the remaining amount of the other party’s pro-rata portion of such Management Holder Securities that such other party did not elect to purchase) by giving written notice to the Company and such Management Holder or its, his or her Permitted Transferees. Such notice will set forth the number and type of Management Holder Securities to be acquired by GPP or Orgenesis, as applicable, from such Management Holder, the aggregate consideration to be paid for such Management Holder Securities, and the time and place for the closing of such purchase.

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(d)     Purchase Price. Unless otherwise approved by a Supermajority of the Board, the purchase price for the Management Holder Securities (the “Repurchase Price”) will be calculated as follows:

(i)     If a Termination occurs by reason of (A) such Management Holder’s death or Disability or (B) such Management Holder’s retirement at age 65 or older, or (C) termination of such Management Holder’s employment by, or engagement with, the Company or any of its Subsidiaries without Cause or by reason of such Management Holder’s resignation with Good Reason, then the Repurchase Price will be the Fair Market Value of the Management Holder Securities on the date of Termination; or

(ii)     If (A) a Termination occurs by reason of such Management Holder’s termination by the Company or any of its Subsidiaries for Cause or by reason of such Management Holder’s resignation (other than with Good Reason) or (B) upon the determination of a Supermajority of the Board that an Additional Repurchase Event has occurred, then the Repurchase Price will be the lesser of the Original Cost and the Fair Market Value of the Management Holder Securities.

(e)     Repurchase Closing. If the Company, GPP or Orgenesis has elected to purchase any of the Management Holder Securities, then the purchase of such Management Holder Securities pursuant to this Section 3.6 will be completed (the “Repurchase Closing”) at the Company’s principal office, at 10:00 a.m., on the thirtieth (30^th) day following the date the Company, GPP or Orgenesis provides notice to the Management Holder that the Company, GPP or Orgenesis, as the case may be, are purchasing any of the Management Holder Securities or on such earlier day as designated by the Company, in its sole discretion, upon not less than ten (10) days prior notice to GPP, Orgenesis and the Management Holder. If such date is not a Business Day, then the Repurchase Closing will occur at the same time and place on the next succeeding Business Day. The Company and/or GPP and/or Orgenesis will pay for the Management Holder Securities, at their respective options, by (a) delivery of a cashier’s check or wire transfer of immediately available funds, or (b) setoff against any and all obligations (to the extent of such obligations) owed to the Company, its Subsidiaries, GPP, Orgenesis or any of their respective Affiliates, as applicable, by Management Holder. The Company and/or GPP and/or Orgenesis may rescind any exercise of their repurchase rights under this Section 3.6 at any time prior to the Repurchase Closing. At the Repurchase Closing, the Management Holder and any Holder shall deliver a certificate or certificates representing the Management Holder Securities to be purchased duly endorsed, or with stock powers duly endorsed, for transfer, and such other documents as the Company, GPP or Orgenesis may reasonably request. The Company, GPP and Orgenesis will be entitled to receive customary representations and warranties regarding matters such as ownership, title and authority to sell from the Holders regarding such sale, and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Management Holder Securities to be purchased pursuant to Section 3.6.

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(f)     Failure To Deliver Securities. If Management Holder or any other Stockholder whose Management Holder Securities are to be purchased pursuant to this Section 3.6 fails to deliver certificates representing the Management Holder Securities and such other documents as the Company, GPP or Orgenesis may reasonably request on the scheduled closing date of such purchase, then the Company, GPP or Orgenesis may elect to deposit the consideration representing the purchase price of the Management Holder Securities with a third party (which may be the Company’s attorney, a bank or a financial institution), as escrow agent. In the event of the foregoing election: (i) such Management Holder Securities will be deemed for all purposes (including the right to vote and receive payment for dividends) to have been transferred to the Company, GPP or Orgenesis, as applicable; (ii) to the extent that such Management Holder Securities are evidenced by certificates or other instruments, such certificates or other instruments will be deemed canceled and the Company will issue new certificates or other instruments in the name of GPP or Orgenesis, as applicable; (iii) the Company will make an appropriate notation in its stock ledger to reflect the transfer of such Management Holder Securities to the Company, GPP or Orgenesis, as applicable; and (iv) the Person obligated to sell such Management Holder Securities will merely be a creditor with respect to such Management Holder Securities, with the right only to receive payment of the purchase price, without interest, from the deposited funds. If, prior to the third anniversary of the scheduled closing date as determined pursuant to this Section 3.6, the proceeds of sale have not been claimed by such Management Holder or other seller of the Management Holder Securities, then the deposited funds (and any interest earned thereon) will be returned to the Person originally depositing the same, and the transferors whose Management Holder Securities were so purchased will look solely to the purchasers thereof for payment of the purchase price, without interest. The escrow agent will not be liable for any action or inaction taken by it in good faith.

3.7     Irrevocable Proxy. Each Stockholder hereby constitutes and appoints GPP with full power of substitution, as the proxy of the Stockholder with respect to the election of persons as members of the Board in accordance with Section 3.4 hereof and votes regarding any Sale of the Company pursuant to Section 3.2 hereof, and hereby authorizes GPP to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Securities in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 3.4 or 3.2, respectively, of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires. Each Stockholder hereby revokes any and all previous proxies with respect to the Securities and shall not hereafter, unless and until this Agreement terminates or expires, purport to grant any other proxy or power of attorney with respect to any of the Securities, deposit any of the Securities into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any Person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Securities, in each case, with respect to any of the matters set forth in this Agreement.

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3.8     Information Rights.

(a)     The Company shall deliver to GPP and Orgenesis:

(i)     within ninety (90) days after the end of each fiscal year of the Company, unaudited copies (unless audited copies are available) of a balance sheet as of the end of such year, statements of income and of cash flows for such year, and a statement of stockholders’ equity as of the end of such year, all prepared in accordance with GAAP;

(ii)     within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may be subject to normal year-end audit adjustments and not contain all notes thereto that may be required in accordance with GAAP);

(iii)     beginning with the month ended October 31, 2018, within fifteen (15) days of the end of each month, an unaudited income statement for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may be subject to normal year-end audit adjustments and not contain all notes thereto that may be required in accordance with GAAP);

(iv)     with respect to the financial statements called for in Section 3.8(a)(i), Section 3.8(a)(ii) and Section 3.8(a)(iii) an instrument executed by the chief financial officer or the chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods and fairly present the financial condition of the Company and its Subsidiaries and their results of operation for the periods specified therein; and

(v)     such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its Subsidiaries as GPP may from time to time reasonably request.

If, for any period, the Company has any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the forgoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries.

(b)     The Company shall permit GPP to visit and inspect the Company’s and any of its Subsidiaries’ properties; examine their books of account and records; and discuss the Company’s and any of its Subsidiaries’ affairs, finances, and accounts with their officers, during normal business hours of the Company and its Subsidiaries as may be reasonably requested by GPP.

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3.9     Orgenesis Right of First Refusal.

(i)     Subject to Section 3.1(c), if during the Initial Two Year Period GPP desires to Transfer Securities to any Person, then GPP shall deliver written notice of such proposed Transfer to the Company and Orgenesis. Such written notice (the “GPP Transfer Notice”) shall set forth, in reasonable detail, the terms and conditions of such proposed GPP Transfer, including the name of the prospective purchaser (including all parties that directly or indirectly hold interests in the prospective purchaser), the payment terms, the type of disposition, the number and type of Securities proposed to be Transferred (“GPP Offered Securities”), the proposed purchase price for the GPP Offered Securities on a per share basis (the “GPP Offer Price”) and any other information reasonably requested by the Company or Orgenesis with respect to such proposed GPP Transfer and the prospective purchaser, together with a complete and accurate copy of the prospective purchaser’s written offer to purchase the GPP Offered Securities from GPP. The GPP Transfer Notice shall further state that Orgenesis may acquire, in accordance with the provisions of this Agreement, the GPP Offered Securities for the price and upon the other terms and conditions set forth in the GPP Transfer Notice.

(ii)     For a period of thirty (30) calendar days after receipt of the GPP Transfer Notice (the “Orgenesis Option Period”), Orgenesis may elect, by giving written notice to GPP, to purchase all or any portion of the GPP Offered Securities at the GPP Offer Price and on the other terms and conditions set forth in the GPP Transfer Notice.

(iii)     The closing of the purchase of any GPP Offered Securities pursuant to Section 3.9(ii) shall take place at the principal office of the Company as soon as practical after the delivery of all applicable election notices, but in no event later than the 30th calendar day after the expiration of the Orgenesis Option Period. At such closing, Orgenesis shall deliver to GPP the GPP Offer Price, on the same terms and conditions as set forth in the GPP Transfer Notice, payable in respect of the GPP Offered Securities in exchange for certificates duly endorsed representing the GPP Offered Securities being acquired by such purchaser, together with stock powers, free and clear of all claims, liens and other encumbrances. All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed.

(iv)     If all of the GPP Offered Securities are not purchased by Orgenesis pursuant to Section 3.9(iii), then GPP may Transfer all (but not less than all) of the remaining GPP Offered Securities to the prospective purchaser identified in the GPP Transfer Notice in accordance with the terms (including the purchase price) set forth in the GPP Transfer Notice, within three (3) months after expiration of the Orgenesis Option Period. Any of such GPP Offered Securities that have not been Transferred by GPP in such three (3) month period shall again be subject to the restrictions set forth in this Section 3.9 and must be reoffered to Orgenesis pursuant to this Section 3.9 before any subsequent Transfer.

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(v)     For the avoidance of doubt, the provisions of this Section 3.9 shall not apply (and shall not impact or restrict GPP’s or the Company’s ability to freely exercise its rights) in connection with a Sale of the Company or an Approved Sale that is contemplated pursuant to Section 3.2(b).

(vi)     For the avoidance of doubt, the provisions of this Section 3.9 shall not apply (and shall not impact or restrict any Person’s ability to freely exercise its rights) in connection with a Permitted Transfer.

(vii)     Notwithstanding anything to the contrary contained in this Agreement, only during the Initial Two Year Period and so long as a Material Underperformance Event has not occurred, (i) a Transfer of Securities by GPP pursuant to this Section 3.9 will not be valid or of any force or effect if such Transfer would result in a violation or breach of any applicable Federal or state securities law or any agreement to which the Company or any Subsidiary is a party, (ii) the purchase price specified in any GPP Transfer Notice must be payable solely in cash at the closing of the transaction or in installments over time not to exceed two (2) years, (iii) no Permitted Transfer by GPP shall be effective unless and until the transferee of the Securities so Transferred, if such transferee is not a party to this Agreement, executes and delivers to the Company a Joinder Agreement in substantially the form attached hereto as Exhibit A, and (iv) GPP shall not avoid the provisions of this Agreement by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee. In addition, GPP agrees that only during the Initial Two Year Period and so long as a Material Underperformance Event has not occurred (x) certificates for shares of its common stock or other instruments reflecting equity interests in such entity (and the certificates for shares of common stock or other equity or ownership interests in any similar entities controlling such entity) will note the restrictions contained in this Agreement on the restrictions on Transfer as if such common stock or other equity or ownership interests were Securities, (y) no shares of such common stock or other equity or ownership interests may be issued or Transferred to any Person other than in accordance with the terms and provisions of this Agreement as if such common stock or other equity or ownership interests were Securities and (z) any Transfer of such common stock or other equity or ownership interests shall be deemed to be a Transfer of a pro-rata number of Securities hereunder subject to the restrictions herein. GPP shall not Transfer Securities to a direct competitor of the Company (unless otherwise agreed by Orgenesis); provided, that for the avoidance of doubt, this sentence shall not apply (and shall not impact or restrict GPP’s or the Company’s ability to freely exercise its rights) in connection with a Sale of the Company or an Approved Sale that is contemplated pursuant to Section 3.2(b).

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3.10     Spin-Off. Following the earlier to occur of (a) a PCE and (b) the end of a Trigger Notice Period, GPP shall have the right to effectuate a spin-off of the Company and its Subsidiaries which, (i) in the event that a PCE has occurred, reflects a fair market valuation of the Company and its Subsidiaries as determined by one of the top ten (10) United States independent third party accounting firms with experience in performing valuation services selected by GPP in its sole discretion; provided, however, that if such accounting firms do not provide such valuation services in the ordinary course of their business as of the time such valuation is to be requested, then such valuation shall be determined by a reputable, independent third party entity that provides such valuation services as selected by GPP in its sole discretion, or (ii) in the event that the Initial Two Year Period has ended and a PCE has not occurred, reflects a fair market valuation of the Company and its Subsidiaries of at least $50,000,000. Orgenesis and the Company shall take all actions necessary or desirable in order to effectuate such spin-off (including preparing and filing a registration statement in compliance with the 1933 Act and the distribution and Transfer of Securities to any Persons).

3.11     Put and Call Rights.

(a)     Upon the occurrence of a PCE, GPP shall have the right to: (i) sell the Securities held by GPP to Orgenesis (or if elected by Orgenesis and only if the Company has the funds readily available that are necessary to consummate such purchase, to the Company) pursuant to Section 3.11(b), after GPP provides at least five (5) Business Days written notice to Orgenesis and the Company of its election to exercise such right (the “Put Notice”), (ii) purchase all of the Securities owned by Orgenesis pursuant to Section 3.11(c), after GPP provides at least five (5) Business Days written notice to Orgenesis of its election to exercise such right (the “Call Notice”), or (iii) take no action. In addition, in the event that the shareholders of Orgenesis fail to duly and validly approve on or before December 31, 2019, the Stockholders’ Agreement Terms in accordance with Nevada law and in a manner that will ensure that GPP is able to exercise its rights under this Agreement without any further action or approval by GPP, Orgenesis, the shareholders of Orgenesis, or any other Person (collectively, “Proper Approval” and the act of providing such Proper Approval shall be referred to as “Properly Approved”), then GPP shall have the right to sell the Securities held by GPP to Orgenesis (or if elected by Orgenesis and only if the Company has the funds readily available that are necessary to consummate such purchase, to the Company) pursuant to Section 3.11(b), after GPP provides a Put Notice of its election to exercise such right. In the event Orgenesis elects that the Company purchase Securities held by GPP pursuant to a Put Notice, Orgenesis shall guarantee all payment obligations of the Company related to such purchase and Orgenesis shall be responsible for all such payment obligations in the event the Company does not promptly and fully satisfy such payment obligations in accordance with Section 3.11(b). For the sake of clarity, the terms “Proper Approval” and “Properly Approved” shall not include any secondary or additional approval that may be required after the Proper Approval has been obtained (and if such Proper Approval has been obtained, any secondary or additional approval that may subsequently be required shall not cause the Stockholders’ Agreement Terms to be deemed not Properly Approved by the shareholders of Orgenesis).

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(b)     Put Right Price and Mechanics. The price per share of Series A Preferred Stock at which Orgenesis or the Company shall purchase shares of Series A Preferred Stock from GPP pursuant to a Put Notice (the “Put Price”) shall be equal to the fair market value of the Series A Preferred Stock at the time the Put Notice is issued as determined by one of the top ten (10) United States independent third party accounting firms selected by GPP in its sole discretion; provided, however, that if such accounting firms do not provide such valuation services in the ordinary course of their business as of the time such valuation is to be requested, then the valuation shall be determined by a reputable, independent third party entity that provides such valuation services as chosen by GPP in its sole discretion; provided further, that in no event shall the Put Price be (i) greater than the Series A Original Issue Price (as defined in the Company’s Certificate of Incorporation) applicable to each share of Series A Preferred Stock multiplied by three (3) or (ii) less than the Series A Original Issue Price (as defined in the Company’s Certificate of Incorporation) applicable to each share of Series A Preferred Stock.

(i)     Orgenesis or the Company, as applicable, shall, pursuant to this Section 3.11(b), purchase all shares of Series A Preferred Stock of GPP with a single cash payment within sixty (60) days after the date that the Put Notice is submitted to the Company and Orgenesis (the date of such payment shall be referred to herein as the “Put Date”).

(ii)     If the Put Notice shall have been duly given and, if on the applicable Put Date, the Put Price payable upon sale of the shares of Series A Preferred Stock to be sold on such Put Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefore in a timely manner, then, notwithstanding that the certificates evidencing any of the shares of Series A Preferred Stock subject to the sale shall not have been surrendered, dividends with respect to such shares of Series A Preferred Stock shall cease to accrue in favor of GPP after such Put Date and all rights with respect to such shares shall forthwith after the Put Date terminate with respect to GPP, except only the right of GPP to receive the Put Price without interest upon surrender of GPP’s certificate or certificates therefor.

(c)     Call Purchase Price and Mechanics. The price per share of the Securities that GPP shall purchase from Orgenesis pursuant to Section 3.11(a)(ii) (the “Call Price”) shall be, before adjustment for interest (if any) as described below, an amount equal to the fair market value of such Securities as determined by one of the top ten (10) United States independent third party accounting firms with experience in performing valuation services selected by GPP in its sole discretion; provided, however, that if such accounting firms do not provide such valuation services in the ordinary course of their business as of the time such valuation is to be requested, then the valuation shall be determined by a reputable, independent third party entity that provides such valuation services as chosen by GPP in its sole discretion. In no event shall GPP have the right to issue a Call Notice and purchase the Securities held by Orgenesis or issue a Put Notice and require Orgenesis to purchase the Securities of GPP after the third (3^rd) anniversary of the first occurrence of a PCE.

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(i)     GPP shall, pursuant to this Section 3.11(c), purchase all Securities of Orgenesis with a single cash payment within sixty (60) days after the date of the Call Notice (the date of such payment shall be referred to herein as the “Call Date”).

(ii)     If the Call Notice shall have been duly given and, if on the applicable Call Date, the Call Price payable upon sale of the Securities to be sold on such Call Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefore in a timely manner, then, notwithstanding that the certificates evidencing any of the Securities so called for sale shall not have been surrendered, dividends with respect to such Securities shall cease to accrue in favor of Orgenesis after such Call Date and all rights with respect to such Securities shall forthwith after the Call Date terminate with respect to Orgenesis, except only the right of Orgenesis to receive the Call Price without interest upon surrender of Orgenesis’ certificate or certificates therefor.

(iii)     GPP shall be permitted to assign its rights under Section 3.11(a)(ii) and Section 3.11(c) to the Company, to an Affiliate or a Permitted Transferee.

3.12     Exchange Right. GPP shall have the right, at its option, to exchange its Series A Preferred Stock for Orgenesis voting common stock (the “Exchange”). GPP may provide written notice to Orgenesis of GPP’s election to exercise such right (the “Exchange Notice”) which shall set forth the number of shares of Series A Preferred Stock to be so exchanged. Within thirty (30) days of Orgenesis’ receipt of the Exchange Notice, Orgenesis shall deliver to GPP a number of shares of Orgenesis common stock equal to the lesser of: (a) (i) the fair market value of the shares of GPP’s Series A Preferred Stock to be exchanged as determined by one of the top ten (10) United States independent third party accounting firms with experience in performing valuation services selected by GPP and Orgenesis; provided, however, that if such accounting firms do not provide such valuation services in the ordinary course of their business as of the time such valuation is to be requested, then the valuation shall be determined by a reputable, independent third party entity that provides such valuation services as chosen by GPP and Orgenesis divided by (ii) the average closing price per share of Orgenesis common stock during the thirty (30) day period ending on the date that GPP provides the Exchange Notice (the “Exchange Price”), and (b) (i) the value of the shares of GPP’s Series A Preferred Stock to be exchanged assuming a value of the Company equal to three and a half (3.5) times the revenue of the Company during the last twelve (12) complete calendar months immediately prior to the Exchange divided by (ii) the Exchange Price; provided, that in no event will (A) the Exchange Price be less than a price per share that would result in Orgenesis having an enterprise value of less than $250,000,000 (which is equivalent to $18.48 per share based on the current outstanding shares of common stock of Orgenesis) and (B) the maximum number of shares of Orgenesis common stock issued pursuant to the Exchange shall not exceed 2,704,247 shares unless Orgenesis obtains shareholder approval for the issuance of such greater amount of shares of Orgenesis common stock in accordance with the rules and regulations of the NASDAQ Stock Market. GPP and Orgenesis shall take all actions necessary or desirable in order to effectuate such Exchange. For the sake of clarity, the Exchange shall not be accompanied by the migration of any rights attached to the Series A Preferred Stock or otherwise included in, or granted to GPP under, this Agreement.

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ARTICLE 4

REGISTRATION RIGHTS

4.1     General. For purposes of this Article 4, (a) the terms “register”, “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the 1933 Act and the declaration or ordering of effectiveness of such registration statement, and (b) the term “Holder” means any Stockholder holding Registrable Securities.

4.2     Demand Registrations.

(a)     Subject to Section 4.2(b), if the Company shall receive a written request (specifying that it is being made pursuant to this Section 4.2) from GPP that the Company file a registration statement under the 1933 Act, or a similar document pursuant to any other statute then in effect corresponding to the 1933 Act, covering the registration of at least thirty percent (30%) of the Registrable Securities, then the Company shall (i) if the Company previously completed a Public Offering at least ten (10) days prior to the filing date give written notice to all other Holders of such request in accordance with Section 4.3 and (ii) not later than 90 days after receipt by the Company of a written request for a demand registration pursuant to this Section 4.2 (except that such filing may be coordinated with the close of the fiscal year of the Company), file a registration statement with the SEC relating to such Registrable Securities as to which such request for a demand registration relates and the Company shall use its commercially reasonable efforts to cause all Registrable Securities of the same class that Holders have requested be registered pursuant to Section 4.3, to be registered under the 1933 Act.

(b)     The GPP Holders shall be entitled to request, and the Company shall be obligated to effect for the GPP Holders two (2) registrations of Registrable Securities pursuant to this Section 4.2 on any form other than S-3 and an unlimited number of registrations if the Company is eligible to use Form S-3 for such registration; provided, that GPP may not deliver such request until the later of (a) the end of the Initial Two Year Period and (b) the occurrence of a Material Underperformance Event. Notwithstanding the foregoing, GPP agrees to act in good faith (taking into consideration the current situation of the Company) in exercising its rights under this Section 4.2.

4.3     Piggyback Registration. If, at any time after the Company completes a Public Offering, the Company determines to register any of its Securities for its own account or for the account of others under the 1933 Act in connection with the public offering of such Securities, or if the Company registers any Registrable Securities pursuant to Section 4.2, then the Company shall, at each such time, promptly give each Holder written notice of such determination no later than ten (10) days before its filing with the SEC; provided, that registrations relating solely to Securities to be offered by the Company (or other Person for whose account the registration is made) in connection with any acquisition or stock option or stock purchase or savings plan or any other benefit plan shall not be subject to this Section 4.3. Upon the written request of any Holder received by the Company within ten (10) days after the giving of any such notice by the Company, the Company shall use its commercially reasonable efforts to cause to be registered under the 1933 Act all of the Registrable Securities of such Holder that each Holder has requested be registered. If the underwriters of the proposed sale of Registrable Securities determine that inclusion of all of the Registrable Securities requested to be included in such sale would adversely affect the sale of Securities by the Company, then the Company will include in such registration only the number of Securities which in the opinion of such underwriters and the Company would not adversely affect such sale in the following order:

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(a)     first, the Securities of the Company; and

(b)     second, the Registrable Securities requested to be included by the Holders (including the GPP Holders) pro-rata based on the number of Registrable Securities which each of them request be included in such registration.

4.4     Obligations of the Company.

(a)     Whenever required under Sections 4.2 or 4.3 to use its commercially reasonable efforts to effect the registration of any Registrable Securities, the Company shall:

(i)     prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective, including, without limitation, filing of post-effective amendments and supplements to any registration statement or prospectus necessary to keep the registration statement current; provided, however, that if such registration statement does not become effective, then any demand registration pursuant to Section 4.2 prompting such undertaking by the Company shall be deemed to be rescinded and retracted and shall not be counted as, or deemed or considered to be or to have been, a demand registration pursuant to Section 4.2 for any purpose;

(ii)     prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all Securities covered by such registration statement and to keep each registration and qualification under this Agreement effective (and in compliance with the 1933 Act) by such actions as may be necessary or appropriate for a period of 90 days after the effective date of such registration statement, all as requested by such Holder or Holders; provided, however, that notwithstanding anything in this Agreement to the contrary: (1) if a material development regarding the Company occurs and the Company is advised by its counsel that keeping the registration statement current would require the acceleration of disclosure of such material development, then the Company shall not be obligated to use its commercially reasonable efforts to keep the registration statement effective or any prospectus current during the 180-day period following the date of such development; and (2) the Company shall not be required to use its commercially reasonable efforts to keep the registration statement effective at any time after all Registrable Securities included in such registration have been distributed;

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(iii)     furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

(iv)     use its commercially reasonable efforts to register and qualify the Securities covered by such registration statement under such securities or “blue sky” laws of such jurisdictions as shall be reasonably appropriate for the distribution of the Securities covered by the registration statement, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction, and further provided that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in which the Securities shall be qualified shall require that expenses incurred in connection with the qualification of the Securities in that jurisdiction be borne by selling stockholders, then such expenses shall be payable by selling stockholders pro-rata, to the extent required by such jurisdiction;

(v)     notify each seller of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, subject to Section 4.4(a)(ii), at the request of any such seller or Holder promptly prepare to furnish to such seller or Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(vi)     otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act, and will furnish to each such seller at least two Business Days prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus and shall not file any thereof to which any such seller shall have reasonably objected, except to the extent required by law, on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the 1933 Act;

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(vii)     provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement; and

(viii)     use its commercially reasonable efforts to list all Registrable Securities covered by such registration statement on any securities exchange on which any class of Registrable Securities is then listed.

(b)     If the Company at any time proposes to register any of its Securities under the 1933 Act, other than pursuant to a request made under Section 4.2, whether or not for sale for its own account, and such Securities are to be distributed by or through one or more underwriters, then the Company will make commercially reasonable efforts, if requested by any Holder who requests registration of Registrable Securities in connection therewith pursuant to Sections 4.2 or 4.3, to arrange for such underwriters to include such Registrable Securities among the Securities to be distributed by or through such underwriters.

4.5     Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Article 4 that the Holders shall furnish to the Company such information regarding them, the Registrable Securities held by them, and the intended method of disposition of such Securities as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company.

4.6     Expenses of Registration. All reasonable expenses incurred by the Company in connection with a registration pursuant to Sections 4.2 or 4.3 (excluding underwriters’ discounts and commissions, which shall be borne by the sellers), including without limitation all registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company shall be borne by the Company; provided, however, that the Holders requesting a demand registration pursuant to Section 4.2 may withdraw such request, in which event so long as such Holders pay all expenses incurred by the Company in connection with such requested registration, such withdrawn request shall be deemed for all purposes in this Agreement not to have been made.

4.7     Underwriting Requirements. In connection with any registration of Registrable Securities under this Agreement, the Company will, if requested by the underwriters for any Registrable Securities included in such registration, enter into an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to such distributions, including, without limitation, provisions relating to indemnification and contribution. The Holders on whose behalf Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement, and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall be also made to and for the benefit of such Holders. Such representations and warranties will be limited to matters that relate to such Holders, such as due organization, authorization, no violation, title and ownership and investor status. Such underwriting agreement shall comply with Section 4.8. Such underwriters shall be selected (a) by the Company, in the case of a registration pursuant to Section 4.3, or (b) by GPP in the case of a registration pursuant to Section 4.2.

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4.8     Indemnification. In the event any Registrable Securities are included in a registration statement under Article 4:

(a)     To the fullest extent permitted by law, the Company will indemnify and hold harmless each Holder requesting or joining in a registration and its officers, directors, employees and agents and Affiliates, and any underwriter (as defined in the 1933 Act) for it, from and against any losses, claims, damages, expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based on any untrue or alleged untrue statement of any material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or arise out of any violation by the Company of any rule or regulation promulgated under the 1933 Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 4.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to anyone for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon an untrue statement or omission made in connection with such registration statement, preliminary prospectus, final prospectus or amendments or supplements thereto in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, underwriter or control person. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder, underwriter or control person and shall survive the Transfer of such Securities by such Holder.

(b)     To the fullest extent permitted by law, each Holder requesting or joining in a registration will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each Person, if any, who controls the Company within the meaning of the 1933 Act, and each agent and any underwriter for the Company and any Person who controls any such agent or underwriter and each other Holder and any Person who controls such Holder (within the meaning of the 1933 Act) against any losses, claims, damages, expenses or liabilities to which the Company or any such director, officer, control person, agent, underwriter, or other Holder may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon an untrue statement of any material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission was made in such registration statement, preliminary or final prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished by such Holder with respect to such Holder expressly for use in connection with such registration; and such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, control person, agent, underwriter, or other Holder in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, the indemnity obligation of each such Holder hereunder shall be limited to and shall not exceed the proceeds actually received by such Holder upon a sale of Registrable Securities pursuant to a registration statement hereunder; and provided, further that the indemnity agreement contained in this Section 4.8(b) shall not apply to amounts paid in settlements effected without the consent of such Holder (which consent shall not be unreasonably withheld). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, Holder, underwriter or control person and shall survive the Transfer of such Securities by such Holder.

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(c)     Any Person seeking indemnification under this Section 4.8 will (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification (but the failure to give such notice will not affect the right to indemnification hereunder, unless the indemnifying party is materially prejudiced by such failure and then only to the extent of such prejudice) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest may exist between such indemnified and indemnifying parties with respect to such claim, permit such indemnifying party, and other indemnifying parties similarly situated, jointly to assume the defense of such claim with counsel reasonably satisfactory to the parties. In the event that the indemnifying parties cannot mutually agree as to the selection of counsel, each indemnifying party may retain separate counsel to act on its behalf and at its expense. The indemnified party shall in all events be entitled to participate in such defense at its expense through its own counsel. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel.

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(d)     If for any reason the foregoing indemnification is unavailable to any party or insufficient to hold it harmless as and to the extent contemplated by the preceding paragraphs of this Section 4.8, then each indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage expense or liability in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the applicable indemnified party, as the case may be, on the other hand, and also the relative fault of the Company and any applicable indemnified party, as the case may be, as well as any other relevant equitable considerations.

(e)     The provisions herein are not exclusive and will not limit any rights to indemnity, contribution or insurance proceeds which a party may under any other agreement or instrument or provision of this Agreement.

4.9     Suspension of Sales. Each Holder agrees that, upon receipt of written notice from the Company of the happening of any event which results in the prospectus included in any registration statement filed pursuant to the terms of this Agreement includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, such Holder will treat such information as confidential, will immediately discontinue the disposition of Registrable Securities pursuant to such registration statement until Holder’s receipt of the copies of a revised prospectus and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in Holder’s possession, of the most recent prospectus covering such registered Common Stock.

4.10     Market Stand-Off Agreement. Each Stockholder agrees not to sell, make any short sales of or otherwise Transfer or dispose of any Common Stock (or other Securities) of the Company held by such Stockholder (other than Securities included in the applicable registration statement or shares purchased in the public market after the effective date of registration) or any interest or future interest therein during such period (not to exceed 180 days) as may be requested by the Company or the underwriters following the effective date of a registration statement of the Company filed under the 1933 Act, which includes Securities to be sold on the Company’s or a GPP Holder’s behalf to the public in an underwritten offer.

4.11     Timing Limitations.

(a)     No request shall be made with respect to any registration pursuant to Section 4.2 within six (6) months immediately following the effective date of any registration statement filed by the Company.

(b)     If the Company shall furnish to the Holders requesting a registration pursuant to Section 4.2 a certificate stating that in the good faith judgment of the Company, undertaking such registration would accelerate the disclosure of a material development involving the Company or would otherwise be detrimental to the Company or its Stockholders, then the Company shall have the right to defer the filing of the registration statement for a period of not more than one hundred twenty (120) days in any twelve-month period and the demand then made shall not be counted for purposes of determining the number of registrations pursuant to Section 4.2.

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4.12     Initial Public Offering. If a Supermajority of the Board approves a Public Offering, then the Stockholders shall take all necessary or desirable actions in connection with the consummation of the Public Offering including the execution of customary lock-up and similar agreements. In the event that such Public Offering is an underwritten offering and the managing underwriters advise the Company that in their opinion the Company's capital stock structure would adversely affect the marketability of the offering, each Stockholder shall consent to and vote for a recapitalization, stock split, reorganization and/or exchange of the Securities into Securities that the managing underwriters, the Board and GPP find acceptable (the “Recapitalization”) and shall take all necessary or desirable actions in connection with the consummation of the Recapitalization; provided that the resulting Securities reflect and are consistent with the rights and preferences of the Securities as of immediately prior to such Recapitalization.

ARTICLE 5

OTHER COVENANTS

5.1     Confidentiality. Each Stockholder recognizes and acknowledges that he, she or it has and may in the future receive certain confidential and proprietary information and trade secrets of the Company and its Subsidiaries and their customers and suppliers (the “Confidential Information”), and that such Confidential Information constitutes valuable, special and unique property of the Company. The term Confidential Information will be interpreted to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (a) related to the Company and its Subsidiaries or their current or potential business, and (b) is not generally or publicly known. Confidential Information includes, without limitation, the information, observations and data obtained by any Stockholder during the course of his, her or its ownership of Securities concerning the business and affairs of the Company and its Affiliates, information concerning acquisition opportunities in or reasonably related to the Company’s or its Subsidiaries’ business or industry, the persons or entities that are current, former or prospective suppliers, sales representatives or customers of the Company or its Subsidiaries, methodologies and methods of doing business, strategic, transition, marketing, sales and expansion plans, employee lists and telephone numbers, new and existing products, services, prices and terms, customer service, integration processes, requirements and costs of providing products and services. The term Confidential Information shall also include all information provided to a Stockholder in connection with a Participation Sale, an Approved Sale or the issuance of New Securities. Each Stockholder agrees not to disclose to any third party or use, either for his, her or its own account or for the benefit of others, any Confidential Information without a Supermajority of the Board’s prior written consent, unless and to the extent that (i) the Confidential Information becomes generally known to and available for use by the public other than as a result of such Stockholder’s acts or omissions or (ii) such Stockholder can demonstrate that the Confidential Information was known to such Stockholder prior to the date of such Stockholder’s first day of employment or engagement with the Company or any of its affiliates (which may have been prior to the date of this Agreement), (iii) the Confidential Information is learned by such Stockholder after the date hereof from a third party who is not under an obligation of confidence to the Company or its Subsidiaries or affiliates or parties with whom the Company or its Subsidiaries does business or (iv) such Stockholder is ordered by a court of competent jurisdiction to disclose Confidential Information, provided that such Stockholder must (A) provide prompt written notice to the Company of any relevant process or pleadings that could lead to such an order and (B) cooperate with the Company to contest, object to or limit such a request and, in any case, when revealing, such Confidential Information to such court order. Stockholders may also disclose such information to their accountants provided that such Stockholder shall cause each Person receiving such Confidential Information to be informed that such Confidential Information is strictly confidential and subject to this Agreement and to agree in writing to not to disclose or use such information except as provided herein. Each Stockholder acknowledges and agrees that all notes, records, reports, sketches, plans, unpublished memoranda or other documents, whether in paper or electronic form (and copies thereof), held by such Stockholder concerning any information relating to the Company’s and its Subsidiaries’ business, whether confidential or not, are the property of the Company and will be promptly delivered to it upon the Company’s request.

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5.2     Noncompetition. Nothing in this Agreement shall derogate from, or limit, Orgenesis from conducting any business as it presently conducts or may conduct in the future (including, without limitation, business related to the manufacturing, researching, marketing, developing, selling and commercialization (either alone or jointly with Third Parties) products that are not directly related to the Business); provided, however, that during the Restricted Period, each Restricted Stockholder (including Orgenesis) shall not, directly anywhere in the Applicable Area (whether on its, his or her own account, or as an employee, director, consultant, contractor, agent, partner, manager, owner, operator or officer of any other Person, or in any other capacity) conduct the Business. Any activities or transactions conducted by Orgenesis with any Third Party which does not directly relate to Orgenesis as a CDMO business shall not be deemed a violation of this Section 5.2 by Orgenesis.

5.3     Nonsolicitation of Employees. During the Restricted Period, each Stockholder shall not, directly or indirectly, in any manner (whether on its, his or her own account, or as an employee, director, consultant, contractor, agent, partner, manager, joint venturer, owner, operator or officer of any other Person, or in any other capacity): (i) recruit, solicit or otherwise attempt to employ or retain, or enter into any business relationship with, any current or former employee of or consultant to the Company or any of its Subsidiaries that was or is involved in the Business, (ii) hire or engage or otherwise retain or enter into any business relationship with, any current or former employee of or consultant to the Company or any of its Subsidiaries that was or is involved in the Business, and (iii) induce or attempt to induce any current or former employee of, or consultant to, the Company or any of its Subsidiaries, to leave the employ of the Company or any such Subsidiary, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any their employees or consultants that was or is involved in the Business; provided, however that (a) a Stockholder may recruit, hire or engage former employees and consultants to the Company and its Subsidiaries after such former employees or consultants have ceased to be employed or otherwise engaged by the Company or any of its Subsidiaries for a period of at least twelve (12) months, (b) GPP Holders may recruit, hire or engage former employees and consultants to the Company and its Subsidiaries after such former employees or consultants have (x) been terminated by the Company or any of its Subsidiaries, as applicable, or (y) resigned their employment or engagement with the Company or any of its Subsidiaries, as applicable, without influence or encouragement by any GPP Holder, and (c) Orgenesis may recruit, hire or engage those individuals as set forth in Schedule 5.3 attached hereto or any individual who is terminated by the Company at any time when GPP has appointed a majority of the members of the Board.

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5.4     Nonsolicitation of Customers and Other Persons. During the Restricted Period, each Restricted Stockholder shall not, directly or indirectly, in any manner (whether on its, his or her own account, or as an employee, director, consultant, contractor, agent, partner, manager, joint venturer, owner, operator or officer of any other Person, or in any other capacity): (i) call upon, solicit or provide services to any Customer in order to sell any products, software or services that are the same as, or competitive with, those offered by the Business or (ii) in any way interfere with the relationship between the Company or any of its Subsidiaries and any Customer, supplier or other business relation (or any Person that such Restrictive Stockholder is aware is a prospective customer, supplier or other business relation) of the Company or any of its Subsidiaries as such relates to the Business (including, without limitation, by intentionally making any negative or disparaging statements or communications regarding the Company, any of its Subsidiaries or any of their operations, officers, directors or investors). Nothing in this Section 5.4 will prohibit Orgenesis from engaging in any business that does not violate Section 5.2 above.

5.5     Enforcement. If, at the time of enforcement of any provision of Section 5.1, 5.2, 5.3 or 5.4, a court shall hold that the duration, scope or area restrictions stated therein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained therein to cover the maximum period, scope and area permitted by law. Because each Stockholder has access to proprietary information and Confidential Information, the parties hereto agree that money damages would not be an adequate remedy for any breach of any of the applicable Restrictive Covenants. Therefore, in the event of a breach of any of the Restrictive Covenants, the Company or any of its successors or assigns may, in addition to other rights and remedies existing in their favor, obtain specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security and without proving actual damages).

5.6     Further Acknowledgments. In the event of a breach or violation by any Stockholder of any applicable provision of Section 5.2, 5.3 or 5.4 (the “Restrictive Covenants”), the Restricted Period shall be tolled until such breach or violation has been duly cured but in no event shall the Restricted Period be tolled for more than twelve (12) months. The existence of any claim or cause of action by any Stockholder against the Company or any of its affiliates, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Company of the applicable provisions of any of Section 5.1 or the Restrictive Covenants which Sections will be enforceable notwithstanding the existence of any breach by the Company. Each Stockholder expressly agrees and acknowledges that the applicable restrictions contained in the Restrictive Covenants do not preclude such Stockholder from earning a livelihood, nor do they unreasonably impose limitations on such Stockholder’s ability to earn a living. In addition, each Stockholder agrees and acknowledges that the potential harm to the Company of the non-enforcement of the applicable Restrictive Covenants outweighs any harm to such Stockholder of its, his or her enforcement by injunction or otherwise. Each Stockholder acknowledges that such Stockholder has carefully read this Agreement and has given careful consideration to the restraints imposed upon such Stockholder, and is in full accord as to their necessity for the reasonable and proper protection of the Confidential Information. Each Stockholder expressly acknowledges and agrees that (i) each and every restriction imposed by this Agreement is reasonable with respect to subject matter and time period and such restrictions are necessary to protect the Company’s interest in, and value of, the Company (including, without limitation, the goodwill inherent therein), and (ii) the Company would not have consummated the transactions contemplated herein without the restrictions contained in the Restrictive Covenants. Each Stockholder understands and agrees that the applicable restrictions and covenants contained in the Restrictive Covenants are in addition to, and not in lieu of, any non-competition, non-solicitation or other similar obligations contained in any other agreements between such Stockholder and the Company.

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5.7     Investment Opportunities and Conflicts of Interest. Each Restricted Stockholder (other than Orgenesis) shall, and shall cause each of its Affiliates to, bring all investment or business opportunities to the Company of which any of the foregoing become aware and which are related to, complimentary with, or competitive with, the Business. The Stockholders expressly acknowledge that, (a) any of the Stockholders and their Affiliates (including their representatives serving on the Board), other than a Restricted Stockholder and their Affiliates (collectively, the “Permitted Investors”) are permitted to have, and may presently or in the future have, investments or other business relationships with entities engaged in the business engaged in by the Company and its Subsidiaries (including in areas in which the Company or any of its Subsidiaries may in the future engage in business), and in related businesses other than through the Company or any of its Subsidiaries (an “Other Business”), (b) the Permitted Investors have and may develop a strategic relationship with businesses that are and may be competitive with the Company or any of its Subsidiaries, (c) the Permitted Investors (including their respective representatives serving on the Board) will not be prohibited by virtue of their investments in the Company or its Subsidiaries or their service on the Board or the board of directors of any Subsidiary from pursuing and engaging in any such activities, (d) the Permitted Investors and Orgenesis (including their representatives serving on the Board) will not be obligated to inform the Company or the Board of any such opportunity, relationship or investment, (e) the other Stockholders will not acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the Permitted Investors (including their respective representatives serving on the Board), (f) the involvement of the Permitted Investors (including their respective representatives serving on the Board) in any Other Business will not constitute a conflict of interest by such Persons with respect to the Company, any of its Subsidiaries, any of its Stockholders or any of their respective Affiliates and (g) the passive ownership by any Restricted Stockholder and its, his or her Affiliates of less than 1% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market will not constitute a conflict of interest by such persons so long as neither the Restricted Stockholder nor its, his or her Affiliates have any active participation in the business of such company. For the sake of clarity, this Section 5.7 shall not prohibit Orgenesis from engaging in any business that does not violate Section 5.2 above.

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5.8     Indemnification. Orgenesis shall be responsible for resolving, and shall indemnify and hold the Company, GPP and their Affiliates harmless from and against any and all liabilities, costs, expenses (including reasonable legal fees and expenses), obligations, damages and losses suffered or incurred by the Company, GPP or their Affiliates related to or arising out of, any disputes with, or claims made by, any shareholder of Orgenesis or any other Person that relate to or arise out of the execution of this Agreement, the Stock Purchase Agreement, or any other Definitive Documentation, or any transaction contemplated by or related to any of the foregoing, unless such liability, cost, expense, obligation, damage, or loss was directly and solely caused by the gross negligence, willful misconduct or bad faith of GPP or directly arises from an untrue statement in a registration statement or prospectus which is based solely on information about GPP that was specifically provided by GPP in writing to the Company or Orgenesis for use in such registration statement or prospectus. In connection with any such dispute or claim involving the Company, GPP or their Affiliates, the Company, GPP or their Affiliates, as applicable, shall be entitled to engage their own counsel and control the defense of such dispute or claim, in each case at the sole expense of Orgenesis.

5.9     Tech Transfer Agreement. The Company and Orgenesis have entered into a Tech Transfer Agreement dated the date hereof (as amended from time to time, the “Tech Transfer Agreement”). If, at the time that GPP exercises its drag along rights set forth in Section 3.2(b), Orgenesis is a customer of the Company or its Subsidiaries, the Tech Transfer Agreement is still in effect and the tech transfer contemplated by the Tech Transfer Agreement has not previously been effectuated, then GPP hereby agrees and undertakes to ensure that the purchaser of the Company in such Approved Sale will cause the Company to be bound by, and to comply with, the Tech Transfer Agreement.

5.10     Insurance. The Company shall use its commercially reasonable efforts to obtain, within ninety (90) days of the date hereof, from financially sound and reputable insurers, Directors and Officers liability insurance in an amount and on terms and conditions satisfactory to the Board and will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Board determines that such insurance should be discontinued. Such insurance policy shall not be cancellable by the Company without prior approval by the Board.

5.11     Orgenesis Shareholder Approvals. Orgenesis shall use its best efforts to ensure that the Stockholders’ Agreement Terms are Properly Approved as soon as possible after the Investment Date. In the event that the applicable laws of the State of Nevada require Orgenesis to obtain an additional or secondary approval of the Stockholders’ Agreement Terms from its shareholders, GPP shall have no recourse or remedy of any kind against Orgenesis, the Company or any Subsidiary and shall not be entitled to any indemnification under this Agreement for any damages and or liability that GPP may incur as a result of such additional or secondary approval. GPP hereby waives, and agrees not to bring any claims against, Orgenesis, the Company or any of their respective Subsidiaries in the event that applicable laws require Orgenesis to secure any additional or second approval of the Stockholders’ Agreement Terms from its shareholders and that Orgenesis, the Company and any of their Subsidiaries shall not have any liability of any kind, including breach of this Agreement or any Definitive Documentation for any Adverse Consequences (as defined in the Stock Purchase Agreement) resulting from any such additional or second approval. GPP hereby agrees and confirms that Orgenesis shall have no obligation to GPP of any kind with respect to any such additional or secondary approval (including, without limitation, obtaining any proxies) except for the obligation of Orgenesis to approach its shareholders for such approval. For the avoidance of doubt, the parties to this Agreement do not believe or expect that any secondary or additional approval of the Stockholders’ Agreement Terms by the shareholders of Orgenesis shall be required for any reason after Proper Approval of the Stockholders’ Agreement Terms has been obtained; provided, that if any such secondary or additional approval of the Stockholders’ Agreement Terms shall be required by law, (a) the parties to this Agreement shall work in good faith to obtain such approval (which shall include Orgenesis using its best efforts to obtain such approval from its shareholders) and (b) none of the rights or obligations of GPP or Orgenesis set forth in the Definitive Documentation shall be impacted or restricted in any way.

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5.12     Stock Option Plan. The Stockholders hereby agree, approve, and adopt that certain Stock Option Plan, in the form attached hereto as Exhibit E (the “Stock Option Plan”), which provides for the reservation of an initial pool of 111,111 shares of Non-Voting Common Stock for issuance to individuals pursuant to the terms of the Stock Option Plan.

ARTICLE 6

MISCELLANEOUS

6.1     Entire Agreement; Amendment.

(a)     This Agreement, and with respect to any Stockholder, together with any Subscription Agreement or Purchase Agreement by and between the Company and such Stockholder, sets forth the entire understanding of the parties, and supersedes all prior agreements and all other arrangements and communications, whether oral or written, with respect to the subject matter of this Agreement.

(b)     Any amendment to this Agreement shall be in writing and shall require the written consent of (i) the Company, (ii) GPP, and (iii) Orgenesis.

(c)     Notwithstanding the foregoing provisions of this Section 6.1, this Agreement may be terminated at any time after the completion of a Public Offering or a Sale of the Company upon the written consent of the Company and GPP.

(d)     From and after the date that a Stockholder ceases to own any Securities, such Stockholder will no longer be deemed to be a Stockholder for purposes of this Agreement and all rights such Stockholder may have under this Agreement will terminate.

6.2     Purchase for Investment; Legend on Certificate. All the certificates (if any) of Securities of the Company which are now or hereafter owned by the Stockholders and which are subject to the terms of this Agreement shall be held by the Company and have endorsed in writing, stamped or printed, thereon the following legend:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR TRANSFERRED, SOLD, PLEDGED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT UNLESS IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AN EXEMPTION FROM REGISTRATION REQUIREMENTS OF THE ACT AND SUCH SECURITIES LAWS IS AVAILABLE. THE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A STOCKHOLDERS AGREEMENT BETWEEN THE ISSUER AND THE OTHER SIGNATORIES THERETO. THE ISSUER RESERVES THE RIGHT TO REFUSE THE TRANSFER OF THIS SECURITY UNTIL THE CONDITIONS THEREIN HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE ISSUER’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

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6.3     Effectiveness of Transfers; Additional Stockholders. Any Person acquiring Securities (except for the Company and transferees acquiring Securities (a) in an offering registered under the 1933 Act or (b) in a Rule 144 Transaction) who is not a party to this Agreement shall, on or before the Transfer or issuance to it of Securities, (i) execute and deliver to the Company a Joinder Agreement in substantially the form attached hereto as Exhibit A (and, if the transferee is a married individual, cause the transferee’s spouse to execute and deliver to the Company a Spousal Consent) and (ii) in the event such Person is a Management Holder, within thirty (30) days after the date of such acquisition, make an effective election with the Internal Revenue Service under Section 83(b) of the Code in the form of Exhibit C attached hereto. No Securities shall be Transferred on the Company’s books and records, and no Transfer of Securities shall be otherwise effective, unless any such Transfer is made in accordance with the terms and conditions of this Agreement, and the Company is hereby authorized by all of the Stockholders to enter appropriate stop transfer notations on its transfer records to give effect to this Agreement.

6.4     Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs caused by any breach or threatened breach of any provision of this Agreement and to exercise all other rights existing in such party’s favor. Without limiting the foregoing, if any dispute arises concerning the Transfer of any of the Securities subject to this Agreement or concerning any other provisions of this Agreement, then the parties to this Agreement agree that an injunction or other equitable relief may be issued in connection therewith (without requirement to post a bond or other security and without proving actual damages). Such remedies shall be cumulative and non-exclusive and shall be in addition to any other rights and remedies the parties may have under this Agreement or otherwise. If the Company (a) brings any action or proceeding to enforce any provision of this Agreement or to obtain damages as a result of a breach of this Agreement by any Stockholder or to enjoin any breach of this Agreement by any Stockholder and (b) prevails in such action or proceeding, then such Stockholder will, in addition to any other rights and remedies available to the Company, reimburse the Company for any and all reasonable costs and expenses (including attorneys’ fees) incurred by the Company in connection with such action or proceeding.

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6.5     Severability. Whenever possible, each term and provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any term or provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or the validity or enforceability of such term on provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction so as to best give effect to the intent of the parties under this Agreement.

6.6     Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (a) when delivered personally to the recipient, (b) one Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), electronic mail, or facsimile transmission, or (c) four Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below:

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If to the Stockholders, to the respective addresses on file with the Company.

Any party to this Agreement may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other parties to this Agreement notice in the manner herein set forth.

6.7     Binding Effect; Assignment; Termination. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, representatives, successors and permitted assigns including Permitted Transferees; provided, however, that the rights under this Agreement may not be assigned except as expressly provided in this Agreement. No such assignment shall relieve an assignor of its obligations hereunder. Notwithstanding the foregoing, the Company shall be entitled to assign any of its rights and obligations under Section 3.1 and Section 3.2 of this Agreement to GPP or any of its Affiliates. This Agreement (other than Article 4 (Registration Rights), Sections 5.1, 5.2, 5.3, 5.4, Article 6 (Miscellaneous) and all related defined terms, all of which shall remain in effect) shall automatically terminate upon the completion of a Public Offering in which the Preferred Stock has been converted into Common Stock of the Company in accordance with the Company’s Certificate of Incorporation.

6.8     Action Necessary to Effectuate the Agreement. The parties hereto agree to take or cause to be taken all such corporate and other action as may be necessary to effect the intent and purposes of this Agreement.

6.9     No Waiver. No course of dealing and no delay or failure on the part of any party hereto in exercising any right, power or remedy conferred by this Agreement shall operate or be construed as waiver thereof or otherwise effect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. No single or partial exercise of any rights, powers or remedies conferred by this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

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6.10     Counterparts. This Agreement may be executed in one or more counterparts (including by means of facsimile and electronic portable document format (PDF)), each of which shall be deemed an original but all of which together will constitute one and the same agreement.

6.11     No Strict Construction. The parties hereto jointly participated in the negotiation and drafting of this Agreement. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their collective mutual intent, this Agreement will be construed as if drafted jointly by the parties hereto, and no rule of strict construction will be applied against any Person.

6.12     Mutual Waiver of Jury Trial. THE COMPANY AND EACH STOCKHOLDER WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS AGREEMENT IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE COMPANY AND EACH STOCKHOLDER AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

6.13     Choice of Law; Exclusive Venue. THIS AGREEMENT, AND ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN DELAWARE. THE PARTIES AGREE THAT ALL DISPUTES, LEGAL ACTIONS, SUITS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT EXCLUSIVELY IN A FEDERAL DISTRICT COURT LOCATED IN THE DISTRICT OF DELAWARE OR THE DELAWARE COURT OF CHANCERY (COLLECTIVELY THE “DESIGNATED COURTS”). EACH PARTY HEREBY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE DESIGNATED COURTS. NO LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY OTHER FORUM. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL CLAIMS OF IMMUNITY FROM JURISDICTION AND ANY RIGHT TO OBJECT ON THE BASIS THAT ANY DISPUTE, ACTION, SUIT OR PROCEEDING BROUGHT IN THE DESIGNATED COURTS HAS BEEN BROUGHT IN AN IMPROPER OR INCONVENIENT FORUM OR VENUE. EACH OF THE PARTIES ALSO AGREES THAT DELIVERY OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT TO A PARTY HEREOF IN COMPLIANCE WITH SECTION 6.6 OF THIS AGREEMENT SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN A DESIGNATED COURT WITH RESPECT TO ANY MATTERS TO WHICH THE PARTIES HAVE SUBMITTED TO JURISDICTION AS SET FORTH ABOVE.

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6.14     Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which the Company's chief-executive office is located, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday.

6.15     Construction. Any reference in this Agreement to an “Article,” “Section” or “Schedule” refers to the corresponding Article, Section or Schedule of or to this Agreement, unless the context indicates otherwise. The headings of Articles and Sections are provided for convenience only and should not affect the construction or interpretation of this Agreement. All words used in this Agreement should be construed to be of such gender or number as the circumstances require. The terms “include” and “including” indicate examples of a foregoing general statement and are not a limitation on that general statement. Any reference to a statute refers to the statute, any amendments or successor legislation, and all regulations promulgated under or implementing the statute, as in effect at the relevant time. Any reference to a contract, instrument or other document as of a given date means the contract, instrument or other document as amended, supplemented and modified from time to time through such date.

* * *

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STOCKHOLDERS’ AGREEMENT

Counterpart Signature Page

The parties have executed and delivered this Stockholders’ Agreement as of the date indicated in the first sentence of this Agreement.

[SIGNATURE PAGE TO STOCKHOLDERS’ AGREEMENT]

STOCKHOLDERS’ AGREEMENT

Counterpart Signature Page

The parties have executed and delivered this Stockholders’ Agreement as of the date indicated in the first sentence of this Agreement.

[SIGNATURE PAGE TO STOCKHOLDERS’ AGREEMENT]

EXHIBIT A

FORM OF JOINDER AGREEMENT

The undersigned hereby agrees, effective as of the date hereof, to become a party to that certain Stockholders’ Agreement (the “Stockholders’ Agreement”) dated as of [_________________], 2018 and as may be amended from time to time by and among Masthercell Global Inc. a Delaware corporation (the “Company”), and the other parties named therein. Capitalized terms used but not defined in this Joinder Agreement shall have the meanings ascribed to such terms in the Stockholders’ Agreement. The undersigned acknowledges and agrees that (a) the Securities Transferred to the undersigned shall continue to be subject to the Stockholders’ Agreement, (b) as to such Securities the undersigned shall be bound by the restrictions of the Stockholders’ Agreement and shall take such other actions and execute such other documents as the Company reasonably requests, and (c) for all purposes of the Stockholders’ Agreement, the undersigned shall be included within the term “[GPP Holder / Management Holder / Stockholder]” [and that the Securities Transferred to the undersigned shall be included in the term “Restricted Securities.”] The address and facsimile number to which notices may be sent to the undersigned are as follows:

EXHIBIT B

FORM OF SPOUSAL CONSENT

I acknowledge that I have read the foregoing Stockholders’ Agreement and that I know its contents. I acknowledge and agree that capitalized terms used and not defined in this spousal consent shall have the meanings ascribed to such terms in the Stockholders’ Agreement. I am aware that by the provisions of the Stockholders’ Agreement, my spouse agrees, among other things, to a right of first refusal, to the granting of rights to purchase and to the imposition of certain restrictions on the Transfer of Securities, including my community interest therein (if any), which rights and restrictions may survive my spouse’s death. I hereby consent to such rights and restrictions, approve of the provisions of the Stockholders’ Agreement, and agree that I will bequeath any interest which I may have in said Securities or any of them, including my community interest, if any, or permit any such interest to be purchased, in a manner consistent with the provisions of the Stockholders’ Agreement. I direct that any residuary clause in my will not be deemed to apply to my community interest (if any) in such Securities except to the extent consistent with the provisions of the Stockholders’ Agreement.

I further agree that in the event of a dissolution of the marriage between myself and my spouse, in connection with which I secure or am awarded any Securities or any interest therein through property settlement agreement or otherwise, (a) I will receive and hold said Securities subject to all the provisions and restrictions contained in the Stockholders’ Agreement, including any option of the Company or other Stockholders to purchase such shares or interest from me, and (b) I hereby irrevocably constitute and appoint my spouse, as true and lawful attorney and proxy (the “Proxy”) of my Securities with full power of substitution, to vote (at any annual or special meeting or by written consent) such Securities which I would be entitled to vote as a Stockholder, together with any and all Securities issued in replacement or in respect of such Securities by dividend, distribution, stock split, reorganization, recapitalization or otherwise.

I also acknowledge that I have been advised to obtain independent counsel to represent my interests with respect to this spousal consent.

EXHIBIT C

FORM OF 83(b) ELECTION

ELECTION TO INCLUDE SECURITIES IN GROSS
INCOME PURSUANT TO SECTION 83(b) OF THE
INTERNAL REVENUE CODE

The undersigned taxpayer hereby elects, pursuant to §83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income as compensation for services the excess (if any) of the fair market value of the shares described below over the amount paid for those shares.

1. The name, taxpayer identification number, address of the undersigned, and the taxable year for which this election is being made are:

2. The property which is the subject of this election is _________________shares of the Non-Voting Common Stock of Masthercell Global Inc. a Delaware corporation (the “Company”).

3. The property was transferred to the undersigned on _______________, ____.

4. The property is subject to the following restrictions:

a.     Restrictions on Transferability
The Taxpayer may not sell, assign, pledge, encumber, charge or otherwise transfer any of the shares without the approval by the board of directors of the Company and in accordance with that certain Stockholders’ Agreement, dated[_________________], 2018, by and among the Company, the Taxpayer and the other parties thereto (the “Stockholders’ Agreement”).

b.     Forfeiture Restrictions
Pursuant to the terms of the Stockholders’ Agreement, if the Taxpayer’s employment or engagement with the Company and/or its Subsidiaries is terminated for cause, or if Taxpayer resigns [without Good Reason] or if the Taxpayer has breached certain covenants in the Stockholders’ Agreement or his or her employment or similar agreement, then the Company will have the right to repurchase the shares at the lesser of $[_______________] [Note to Form: Insert amount paid for shares of stock] and the fair market value of the shares as of such date.

5. The fair market value of the property at the time of transfer (determined without regard to any restriction other than a nonlapse restriction as defined in §1.83 -3(h) of the Income Tax Regulations) is: $[________________] [Note to Form: Insert amount paid for shares of stock].

6. For the property transferred, the undersigned paid $[__________________] [Note to Form: Insert amount paid for shares of stock].

7. The amount to include in gross income is $0.00.

The undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual income tax return not later than thirty (30) days after the date of transfer of the property. A copy of the election also will be furnished to the person for whom the services were performed.

EXHIBIT D

APPROVED INITIAL BUDGET

Please see attached.

EXHIBIT E

STOCK OPTION PLAN

Please see attached.

SCHEDULE 5.3

CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT

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”).

WHEREAS, prior to the Effective Date, the Assignor has developed, owned or possessed certain assets relating to the provision of manufacturing and development services to third parties with respect to cell and gene therapy products, processes and solutions and the Assignor desires such assets set forth in Exhibit A attached hereto be assigned to, and owned by, the Company (the “Contributed Assets”); and

WHEREAS, in consideration of the assignment of the Contributed Assets, the Company desires to issue to the Assignor such number of shares of the Company’s Common Stock, par value $0.00001 per share (the “Common Stock”) representing 62.2% of the Company’s capital stock on a fully diluted basis; and

WHEREAS, the Contributed Assets are to be assigned by the Assignor to the Company simultaneously with an equity investment made by GPP-II Masthercell, LLC, a Delaware limited liability company (“GPP”) in the Company whereby GPP shall invest up to US$25,000,000 as consideration for the issuance and sale of such number of shares of the Company’s Series A Preferred Stock, par value US$0.00001 per share (the “Preferred Stock”) representing 37.8% of the capital stock of the Company on a fully diluted basis pursuant to the terms of that certain Stock Purchase Agreement by and between the Company, the Assignor and GPP (the “Purchase Agreement”);

WHEREAS, it is intended that the contribution of the Contributed Assets and the Purchase Agreement should be treated, together, as part of the same plan of reorganization pursuant to Section 351 of the Code.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1.     Certain Definitions. As used herein, the following capitalized terms will have the meanings set forth below:

a.     “Affiliate” means with respect to any specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by Contract or otherwise, and the terms controlled and controlling have meanings correlative thereto.

b.     “Closing” means the closing of the contribution of the Contributed Assets and the closing of the Purchase Agreement, and all other transactions provided for in this Agreement. The Closing shall take place remotely via electronic exchange of documents and signatures on the Closing Date.

c.     “Closing Date” means the date of Closing, which shall occur on or before June __, 2018

d.     “Code” means the United States Internal Revenue Code of 1986, as amended.

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e.     “Contributed Assets” refers to those assets further set forth in Exhibit A, including all of the Assignor’s right, title and interest therein.

f.     “GAAP” means generally accepted accounting principles of the United States of America.

g.     “Governmental Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any foreign country or any state, county, city or other political subdivision thereof.

h.     “Intellectual Property Rights” means, collectively, all worldwide patents, patent applications, patent rights, copyrights, copyright registrations, moral rights, trade names, trademarks, service marks, domain names and registrations and/or applications for all of the foregoing, trade secrets, know-how, mask work rights, rights in trade dress and packaging, licenses, goodwill and all other intellectual property rights and proprietary rights directly relating to the Contributed Assets, whether arising under the laws of the United States of America or the laws of any other state, country or jurisdiction.

i.     “Person” means an association, a corporation, an individual, a partnership, a limited liability company, a joint venture, a trust, a business trust, cooperative, foreign trust or foreign business organization or any other similar entity or organization, including a Governmental Authority and the heirs, executors, administrators, legal representatives, successors and assigns of the “Person” when the context so permits.

j.     “Tax” means (i) any and all federal, state, local, or foreign Tax, imposts, duties, fees, levies or other assessments, including income, gross receipts, capital, escheat, license, excise, real or personal property, sales, withholding, social security, occupation, use, service, service use, value added, license, net worth, payroll, franchise or similar Tax or charges in the nature of a tax, imposed by any Governmental Authority together with any interest, fines, penalties or additions to tax and additional amounts imposed with respect thereto and (ii) any liability in respect of any items described in clause (i) payable by reason of contract, assumption, transferee or successor liability, operation of Law, Treasury Regulation Section 1.1502 -6(a) (or any similar provision under Law) or otherwise.

k.     “Tax Return” means any report, return, document, declaration, information return, election or other information or filing of any kind (including any attached schedule, supplement and additional or supporting material) filed or required to be filed with any Governmental Authority or jurisdiction (foreign or domestic) with respect to Tax, including any amendments thereof, claim for refund or declaration of estimated Tax.

2.     The Assignor’s Contribution.

a.     Contribution of the Contributed Assets. Subject to the terms and conditions of this Agreement and concurrently with, the closing of the Purchase Agreement, at the Closing, the Assignor shall contribute, transfer, assign, deliver and convey, to the Company all of the Assignor’s right, title and interest in and to the Contributed Assets set forth in Exhibit A and all rights of action, power and benefit belonging to or accruing from the Contributed Assets including the right to undertake proceedings to recover past and future damages and claim all other relief in respect of any acts of infringement thereof whether such acts shall have been committed before or after the date of this assignment, the same to be held and enjoyed by said Company, for its own use and benefit and the use and benefit of its successors, legal representatives and assigns, as fully and entirely as the same would have been held and enjoyed by the Assignor, had this assignment not been made.

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b.     The Assignor and the Company each hereby agrees that each party and such party’s successors and assigns will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered such further acts, documents, or instruments confirming the conveyance of any of the Contributed Assets to the Company as the other party shall reasonably deem necessary.

c.     The Company, upon execution of this Agreement and the assignment of the Contributed Assets, shall assume, and hereby does assume, any and all liabilities and obligations of the Assignor existing immediately prior to the Closing Date with respect to the Contributed Assets and shall be responsible for any and all such liabilities and obligations from and after the Closing Date. The Company further agrees and confirms that the Assignor shall be fully released from any and all such liabilities and obligations in all respects.

3.     GPP’s Contribution. The Company hereby agrees and acknowledges that the assignment and contribution of the Contributed Assets by the Assignor to the Company is contingent upon the simultaneous investment by GPP into the Company as detailed above and in the Purchase Agreement.

4.     The Company’s Issuance of Stock. Subject to the terms and conditions of this Agreement, at the Closing (subject to the execution of the Purchase Agreement), the Company shall issue the Assignor such number of shares of Common Stock representing 62.2% of the fully diluted share capital of the Company and shall issue to GPP (subject to GPP’s execution of the Purchase Agreement and investment in the Company) such number of shares of Preferred Stock representing 37.8% of the fully diluted share capital of the Company.

5.     Representations and Warranties of the Company. The Company hereby represents and warrants to the Assignor, as of the Closing Date:

a.     Organization. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate (or equivalent) power and authority to perform its obligations hereunder. The Company is qualified or authorized to do business under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization.

b.     Authority. The Company has the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement have been duly and validly authorized by all necessary corporate action, and this Agreement has been duly executed and delivered by the Company and this Agreement constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms.

c.     No Liens. Neither the Company nor the shares of Common Stock to be issued to the Assignor are subject to any pledge agreements, restriction agreements or other document or instrument which affects the title to the shares of Common Stock in any way or manner whatsoever. Upon the consummation of the transactions contemplated by this Agreement, the shares of Common Stock will be conveyed to the Assignor free and clear of liens and encumbrances, claims, and interests.

d.     Valid Issuance. The shares of Common Stock and Preferred Stock when issued and delivered in accordance with the terms and for the consideration set forth in this Agreement and the Purchase Agreement shall be validly issued, fully paid, and nonassessable shares of capital stock of the Company.

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e.     No Reliance. The Company is a sophisticated commercial entity and has conducted an independent investigation, review and analysis of the assets, business, condition (financial or otherwise), liabilities, operations and prospects of the Assignor and the Contributed Assets. In making the determination to proceed with the transactions contemplated by this Agreement and the other agreements, instruments and documents contemplated hereby, the Company has not relied upon any representations, warranties, communications or disclosures of any nature other than those expressly set forth in Section 6. None of the Assignor or any of its managers, officers, members, Affiliates, partners, employees, consultants, agents, counsel or advisors makes or has made any representation or warranty, express or implied, to the Company or any of its Affiliates or any other Person (except for the representations and warranties made by the Assignor to the Company expressly set forth in Section 6). In no event shall the Assignor have any liability to the Company with respect to the breach of representation, warranty or covenant under this Agreement to the extent that the Company knew, should have known or was disclosed information of such breach as of the execution hereof.

6.     Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Company and the Investor, as of the Closing Date:

a.     Organization. The Assignor is duly organized, validly existing and in good standing under the laws of the State of Nevada and has all necessary corporate power and authority to own, lease, license, and operate the Contributed Assets and to perform its obligations hereunder. The Assignor is qualified or authorized to do business under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization.

b.     Authority. The Assignor has the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Assignor of this Agreement and the consummation by the Assignor of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and this Agreement has been duly executed and delivered by the Assignor and this Agreement constitutes the legal, valid and binding obligations of the Assignor, enforceable against the Assignor in accordance with its respective terms.

c.     No Conflict. The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated hereby, or compliance by the Assignor with any of the provisions hereof, do not and will not: (i) conflict with or violate the certificate of incorporation or bylaws or other similar organizational documents of the Assignor; (ii) to the Assignor’s knowledge conflict with or violate any law applicable to the Contributed Assets in any material respects; (iii) conflict with or violate any order of any Governmental Authority in any material respect; or (iv) to the Assignor’s knowledge, result in any breach of, constitute a default (or an event that would become a default) under, or give rise to a right of termination, modification, notice or cancellation or require any consent of any Person pursuant to any contract or agreement assigned by the Assignor pursuant to this Agreement.

d.     Contributed Assets. (a) The Assignor either has title to, owns, possesses or has a proper license to all material rights and interests in, including the right to use, each of the Contributed Assets, or with respect to licensed Contributed Assets, valid licenses to use. (b) This Agreement and the instruments and documents to be delivered by the Assignor to the Company at or following the Closing shall be adequate and sufficient to transfer (i) the Assignor’s entire right, title and interest in and to the Contributed Assets and (ii) good title to the Contributed Assets, free and clear of all liens, mortgages, encumbrances and third-party claims, rights and interests placed by the Assignor.

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e.     Compliance with Law; Permits. The Assignor is in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority (the “Permits”) necessary for it to own, lease, license and operate the Contributed Assets. All material Permits held by the Assignor are valid and in full force and effect and the Assignor is not in default under, or in violation of, any such Permit and no suspension or cancellation of any such Permit is pending or to the Assignor’s knowledge threatened.

f.     Litigation. As of the date hereof there is no pending (or to the Assignor’s knowledge, threatened) action by or against the Assignor in connection with the Contributed Assets.

g.     Intellectual Property.

i.     Exhibit A attached hereto sets forth a true, correct and complete list of all U.S. and foreign Intellectual Property being contributed by Assignor to the Company, if any. To the extent Intellectual Property is being transferred by Assignor, the Assignor represents that it is the sole and exclusive beneficial and record owners or licensee of all of the Intellectual Property set forth in Exhibit A, and all such Intellectual Property are subsisting, enforceable and valid (and there has been no action asserted (or to the Assignor’s knowledge, threatened) challenging the scope, validity or enforceability of any such Intellectual Property).               

ii.     The Intellectual Property being assigned to the Company by the Assignor does not infringe any Person’s Intellectual Property rights, and there has been no such action asserted (or to the Assignor’s knowledge, threatened) against the Assignor or any other Person.

iii.     No Person is infringing, in any respect, any Intellectual Property owned, used, or held for use by the Assignor that is being assigned to the Company, and no such actions have been asserted or threatened against any Person by the Assignor or any other Person.

h.     Tax.

i.     There are no Tax of the Assignor for which the Company will become liable as a result of the transactions contemplated by this Agreement.

ii.     All income and other Tax Returns relating to the Contributed Assets that were required to be filed have been duly and timely filed, and all such Tax Returns were true, correct and complete in all respects when filed. All Tax relating to the Contributed Assets (x) that were due and payable have been duly and timely paid and (y) that accrued and are not yet due and payable, have had adequate provision in accordance with GAAP made for their payment.

iii.     All Tax relating to the Contributed Assets required to be withheld and paid, including in connection with any amounts owing to any employee, independent contractor, creditor, stockholder or third party, have been duly and timely withheld and remitted to the appropriate Governmental Authority.

iv.     There is no action, suit, claim, assessment, or audit, pending, proposed in writing (or to the Assignor’s knowledge, threatened) with respect to Tax relating to the Contributed Assets. No Governmental Authority has made a claim in writing that the Contributed Assets may be subject to Tax, or that a Return relating to the Contributed Assets may be required to be filed, in a jurisdiction where no such Tax Returns have been filed.

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v.     There are no encumbrances for Tax upon the Contributed Assets.

vi.     No Tax election has been made with respect to any of the Contributed Assets that has, or may have, continuing effect on the Contributed Asset after the Closing Date.

vii.     No waiver, extension, or comparable consent regarding the application of the statute of limitations with respect to any Tax or Tax Returns relating to the Contributed Assets is outstanding, nor is there pending any request for such a waiver, extension, or comparable consent.

i.     Material Contracts. Exhibit A lists a true, correct and complete list of each of the contracts being assigned to the Company by the Assignor (the “Material Contracts”). The Assignor has made available to the Company true, correct and complete copy of each Material Contract. Each Material Contract is valid and binding on the Assignor and the counterparties thereto and is in full force and effect. No party has repudiated any provision of a Material Contract or given written notice that a contract has terminated or will be terminating, and the Assignor is not in breach of, or default under a Material Contract to which it is a party. The assignment of each Material Contract to the Company will not result in any penalty, premium or variation of the rights, remedies, benefits or obligations of any party thereunder.

7.     Indemnification.

a.     Indemnification by the Assignor. The Assignor will indemnify, defend and hold harmless the Company, and its officers, directors, stockholders, employees, agents, consultants, subsidiaries and parent entities (the “Company Indemnitees”) from and against the entirety of any Damages (as hereinafter defined) that any Company Indemnitee may suffer or incur resulting from, arising out of, relating to, or caused by any material breach of any representation or warranty made by the Assignor in this Agreement. The Company Indemnitees shall not be entitled to indemnification for breach of a representation or warranty pursuant to this Section 7(a) with respect to any matters or items that are disclosed as exceptions to such representation and warranty in the applicable section(s) of the Disclosure Schedule.

b.     Indemnification by the Company. The Company will indemnify, defend and hold harmless the Assignor, and its officers, directors, stockholders, employees, agents, consultants, subsidiaries and parent entities (the “Assignor Indemnitees”) from and against the entirety of any Damages that any Assignor Indemnitee may suffer or incur resulting from, arising out of, relating to, or caused by any material breach of any representation or warranty made by the Company in this Agreement.

c.     Damages. For the purposes of this Section 7, the term “Damages” shall mean all actions, suits, proceedings, charges, complaints, claims, orders, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, liens, losses, Taxes, deficiencies, costs of investigations, court costs, and other expenses (including reasonable attorneys fees and expenses) whether in connection with third party claims or claims among the parties related to the enforcement of the provisions of this Agreement.

d.     Survival. All representations, warranties, covenants and agreements of the parties in this Agreement will survive the execution hereof for a period of eighteen (18) months following the Closing Date.

e.     Limitations on Indemnification by the Assignor. With respect to matters described in Section 7(a) above, the Assignor shall have no liability until the Company Indemnitees have suffered aggregate damages by reason of all such breaches in excess of $350,000 (the “Threshold”), after which point the Assignor will be obligated to indemnify the Company Indemnitees from and against all Damages from dollar one. Without limiting or derogating from the Threshold, the aggregate maximum liability of the Assignor shall be $2,500,000 (the “Cap”). Notwithstanding the foregoing, neither the Threshold nor the Cap shall apply in respect of any Damages relating to the Assignor’s intentional or fraudulent breach of a representation or warranty; provided, however, that in no event shall the liability of the Assignor for indemnification under this Section 7 for any such intentional fraudulent breach of representation or warranty exceed the fair market value of the shares of Common Stock received by the Assignor as of the Closing Date.

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8.     Miscellaneous.

a.     Transfer Tax. Any and all sales, harmonized sales, use, property transfer or gains, real estate or land transfer or gains, documentary, stamp, registration, recording, filing, goods and services or other similar Tax payable solely as a result of the sale or transfer of the Contributed Assets pursuant to this Agreement (“Transfer Tax”) shall be borne by the Assignor.

b.     Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

c.     Entire Agreement; Relationship to Purchase Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof; provided, however, that his Agreement is executed and delivered pursuant to, is in furtherance of and is subject to the terms and conditions of, the Purchase Agreement. Nothing contained in this Agreement shall be deemed to alter, modify, expand or diminish the terms or provisions of the Purchase Agreement.

d.     Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

e.     Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. No party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the other party; provided, however, that a party may assign this Agreement to an Affiliate without the prior written consent of the other party. ..

f.     Conflict Waiver. The parties to this Agreement hereby consent to Pearl Cohen Zedek Latzer Baratz, LLP (“Pearl Cohen”) drafting this Agreement and continuing to represent each of the Company and the Assignor as legal counsel on the transactions contemplated hereby and on other matters. The parties hereto hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to this Agreement, Pearl Cohen has represented the Company and the Assignor; and (c) gives its informed consent to Pearl Cohen’s acting in such capacity. Each party recognizes the inherent conflict of interest in such dual representation and hereby waives any claim against the other party and against Pearl Cohen based upon such dual representation.

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g.     Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records.

h.     Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

i.     Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

j.     Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature.

k.     Tax Indemnification. The Company shall be liable for, and shall indemnify and hold the Assignor Indemnitees harmless from and against the entirety of any Tax liability that the Assignor Indemnitees may suffer or incur resulting from, arising out of, relating to, or caused by the Contribution Agreement, but only to the extent such Tax liability is a result of any action taken, or none taken by, the Company that caused the transaction contemplated herein to be taxable to the Assignor.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the date and year first above written.

[Signature page to Contribution, Assignment and Assumption Agreement]

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EXHIBIT A

CONTRIBUTED ASSETS

List of Material Agreements

List of Intellectual Property

All Other Contributed Assets

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EXECUTION VERSION

TECHNOLOGY TRANSFER AGREEMENT

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.”

RECITALS

WHEREAS, MTH Global has substantial expertise in product development and manufacturing of its own biopharmaceutical products; and

WHEREAS, Orgenesis SPRL, a subsidiary of Orgenesis, Inc., and Masthercell SA, a subsidiary of Masthercell Global, are parties to that certain Master Services Agreement, effective March 27, 2017, as amended (the “Manufacturing Agreement”) pursuant to which MTH Global manufactures certain of Orgenesis’ therapeutic products (as further defined below, the “Products”);

WHEREAS, to permit Orgenesis to continue to develop and manufacture the Products, the parties desire to enter into this Agreement to set forth technology transfer and other related activities to be performed by MTH Global;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and covenants set forth below, the Parties mutually agree as follows:

ARTICLE 1

DEFINITIONS

As used in this Agreement, the following terms will have the following meanings:

1.1     “Affiliate” means any person or entity that, directly or indirectly, through one or more intermediaries, owns, is owned by or is under common ownership with, a Party, where “own,” “owned” and “ownership” refer to (a) direct or indirect possession of at least fifty percent (50%) of the outstanding voting securities of a corporation or a comparable ownership in any other type of entity; or (b) the actual ability of an entity, person or group to control and direct the management of the person or entity, whether by contract or otherwise.

1.2     “Confidential Information” of a Party means all confidential or proprietary information of such Party that the other Party (or its Representatives) receives or learns under this Agreement. Without limiting the foregoing (a) MTH Global’s Confidential Information shall include manufacturing processes and methods that are (i) generally applicable to the manufacturing of therapeutic products for third parties, and (ii) which are not specifically related to the making, using or developing Products; and (b) Orgenesis Confidential Information shall include materials, manufacturing processes and methods that are required to make, use or develop Products, taken as a whole. A Party’s Confidential Information will also include any information that constitutes Confidential Information of such Party pursuant to the terms of the Manufacturing Agreement. Confidential Information shall not include any information to the extent that Recipient can demonstrate by competent evidence (i) is now, or hereafter becomes, through no act or failure to act on the part of Recipient or its Representatives in breach of ARTICLE 6, generally known or available; (ii) is known by Recipient at the time of receiving such information as shown by written records predating such receipt, however, excluding any information that is (A) previously known by Recipient through disclosure in connection with the Manufacturing Agreement, or (B) Transferred Information that is known by Orgenesis in its capacity as an Affiliate of MTH Global); (iii) is furnished after the Effective Date to Recipient by a Third Party, without breach of and not subject to any obligation of confidentiality; or (iv) is independently developed by Recipient without use of or reference to Confidential Information of Discloser, as shown by independent written records contemporaneous with such development.

1.3     “Control,” “Controls” and “Controlled” mean, with respect to a particular item of information or Intellectual Property Right, that the applicable Party owns or has a license to such item or right and has the ability to grant to the other Party access to and a license or sublicense (as applicable) under such item or rights as provided for herein without violating the terms of any agreement or other arrangement with any Third Party.

1.4     “Discloser” has the meaning set forth in Section 6.1.

1.5     “General Manufacturing IP” any Intellectual Property Rights that cover manufacturing processes and methods that are generally applicable to manufacturing therapeutic products and not specific to the manufacturing of the Products.

1.6     “Innovations” means inventions, discoveries, works of authorship, trade secrets and other know-how or developments.

1.7     “Intellectual Property Rights” means all rights in, to and under Patents, copyrights, trademarks, service marks, trade secrets, mask works and applications for the foregoing, in any country, supra-national organization or territory of the world.

1.8     “Master Production Records” or “MPRs” means master production and control records maintained by MTH Global relating to the Products as required under the Federal Food, Drug and Cosmetic Act and its implementing regulations (which will include any such documentation that is generated by MTH Global and that (i) defines the manufacturing methods, test methods, specifications, materials, and other procedures, directions and controls associated with the manufacture and testing of the Products, (ii) any specifications of raw materials, resins and other consumables to be used in the manufacture of the Products, (iii) in process and final the Products sampling standards, and (iv) equipment and instrumentation specifications and standard operating procedures, including, without limitation, standard operating procedures for in-process quality control testing and the Products packaging and aliquoting procedures).

1.9     “Manufacturing Process” means, for each Product, the process used to manufacture and test such Product as described in (a) the then-current manufacturing specification of such Product (the “Specification”) and (b) the relevant standard operating procedure documentation for such Product (the “SOPs”).

1.10     “Manufacturing-Related Documentation” has the meaning set forth in the definition of Transferred Information.

1.11     “MTH Global IP” means Intellectual Property Rights Controlled by MTH Global.

1.12     Orgenesis Innovations” means all Innovations that Orgenesis either Controls as of the Effective Date or gains Control of independently of activities under this Agreement, including all Intellectual Property Rights in any of the foregoing.

1.13     “Orgenesis IP” means, to the extent Controlled by Orgenesis, Intellectual Property Rights claiming or covering Orgenesis Innovations that, in the absence of a license thereunder, would be infringed or misappropriated by MTH Global’s performance of its obligations under this Agreement.

1.14     “Patents” means (a) United States issued patents, re-examinations, reissues, renewals, extensions, patent term restorations, and foreign counterparts of each of the foregoing; and (b) pending applications for United States patents and foreign counterparts thereof, whether issued or not.

1.15     “Process-Related IP” has the meaning set forth in Section 8.3.

1.16     “Products” means the therapeutic products of Orgenesis Inc. or its Affiliates or such products produced in connection with its joint ventures, collaborations, partnerships or similar arrangements with Third Parties, in each case that are (a) developed or manufactured by MTH Global (or its Affiliates) for Orgenesis or its Affiliates pursuant to a manufacturing service agreement between the Parties (or their Affiliates), and (b) designated by Orgenesis for technology transfer under this Agreement, which designation will be in Orgenesis’ sole and absolute discretion.

1.17     “Raw Materials” has the meaning set forth in Section 4.1.2. 1.18 “Recipient” has the meaning set forth in Section 6.1.

1.19     “Regulatory Approval” means all approvals, product and/or establishment licenses, registrations or authorizations of all Regulatory Authorities necessary for the manufacture, use, storage, import, export, transport and sale of a biological product in a jurisdiction.

1.20     “Regulatory Authority” means a supranational, national or local regulatory agency or other governmental entity with the authority to grant a Regulatory Approval.

1.21     “Representatives” has the meaning set forth in Section 6.1.

1.22     “Services” means those technology transfer services to be performed by MTH Global hereunder as set forth in ARTICLE 2, Section 4.1 and the Work Plan.

1.23     “Services Commencement Date” has the meaning set forth in Section 2.1.2.

1.24     “Services Term” means the period commencing on the Services Commencement Date and ending ninety (90) days thereafter.

1.25     “SOP” has the meaning set forth in the definition of Manufacturing Process.

1.26     “Specifications” has the meaning set forth in the definition of Manufacturing Process.

1.27 “Third Party” means any person or entity other than the Parties or their respective Affiliates.

1.28     “Transferred Information” means (a) the Manufacturing Process for each Product manufactured as of the Services Commencement Date in its then-current form, including all related information as reasonably necessary for Orgenesis to practice the Manufacturing Processes for such Products, (b) all documentation (including the MPRs, Specifications and SOPs) that is Controlled by MTH Global and that is necessary to perform the Manufacturing Process for each Product as of the Services Commencement Date (the “Manufacturing-Related Documentation”), and (c) any other information and data in MTH Global’s possession relating to the Manufacturing Process for each Product as may be necessary for inclusion in any submission with a regulatory authority for approval to manufacture, market or sell such Product.

1.29     “Transferred Materials” has the meaning set forth in Section 4.1.2.

1.30     “Trigger Date” means the earliest to occur of the following (i) the date MTH Global receives written request from Orgenesis that it desires for MTH Global to commence the Services, (ii) ninety (90) days prior to the expiration of the Manufacturing Agreement, or (iii) the date Orgenesis receives written notice from MTH Global of a completed or pending change of control.

1.31     “Work Plan” means the Work Plan attached hereto as Appendix A and incorporated herein by this reference (as such Work Plan may be amended from time to time by mutual written signed by both Parties).

2.1     Project; Schedule.

2.1.1     The Parties are entering into this Agreement with the purpose of having MTH Global perform technology transfer and other activities as provided in the Work Plan to allow Orgenesis to manufacture the Products after the Trigger Date.

2.1.2     Services under this Agreement will commence on within ten (10) days after the Trigger Date (the “Services Commencement Date”).

2.1.3     Subject to the terms and conditions of this Agreement, during the Services Term each Party agrees to perform its obligations under the Work Plan. In addition, during the Services Term:

(a)     MTH Global will perform the Services in accordance with this Agreement and the Work Plan;

(b)     MTH Global will use or make available appropriate personnel (including without limitation those with expertise in technical development, manufacturing, operations, quality control, quality assurance and regulatory affairs) to conduct the Services at one or more facilities as designated by Orgenesis in its sole and absolute discretion;

(c)     Orgenesis will use or make available appropriate personnel (including without limitation those with expertise in technical development, manufacturing, operations, quality control, quality assurance and regulatory affairs) to receive the Services at one or more facilities as designated by Orgenesis in its sole and absolute discretion; and (d) each Party will assign adequate staffing and other resources and use commercially reasonable efforts to achieve successful transfer of the Transferred Information and Transferred Materials to Orgenesis prior to the end of the Services Term.

2.1.4     The work of each Party hereunder will be performed in a professional and workmanlike manner in accordance with the standards of performance in the industry.

2.1.5     Orgenesis acknowledges and agrees that the successful technology transfer is not possible without Orgenesis’ reasonable cooperation and reasonable assistance, and without provision of appropriate personnel who are qualified and experienced in manufacturing of similar therapeutic products, and MTH Global will not be responsible for any failure of technology transfer resulting from Orgenesis’ failure to provide any such cooperation, assistance and personnel.

2.2     Work Plan.

2.2.1     Attached hereto as Appendix A is the Work Plan for the technology transfer, manufacturing and other activities as provided therein in accordance with the terms and conditions of this Agreement. The Parties acknowledge that the initial Work Plan attached hereto at the time of execution of this Agreement is a preliminary version included for guidance of the scope of the Services but may need to be adjusted to encompass the services needed to transfer the Transferred Information and Transferred Materials as of the Services Commencement Date. The Parties will each review the Work Plan upon the Services Commencement Date and will work together in good faith to agree upon (and implement into the Work Plan) any adjustments as necessary to fully transfer the Transferred Information and Transferred Materials to Orgenesis.

2.2.2     Each Party agrees to perform its obligations under this Agreement in accordance with the Work Plan. Any revisions of, or amendments or supplements to, the Work Plan must be in writing and will become effective only upon execution by both Parties.

2.3     Technology Transfer Completion. Notwithstanding anything to the contrary in this Agreement or the Work Plan, MTH Global’s obligations to provide Services with respect to a Product will be deemed complete after three (3) process validation runs for such Product are successfully completed at a manufacturing facility chosen by Orgenesis, and thereafter MTH Global will have no further obligations with respect to such Product.

3.1     Payment.

3.1.1     In consideration for MTH Global’s performance of its obligations under this Agreement and the Work Plan, and subject to the terms and conditions of this Agreement, Orgenesis shall pay to MTH Global for Services at a reasonable and customary hourly rate mutually agreed between the Parties and set forth in a written statement of work executed by both Parties prior to commencement of the Services; it being understood and agreed the Orgenesis will not be responsible for payment of such rate for employees of Orgenesis performing the Services under a contractual arrangement with MTH Global provided that Orgenesis does not charge MTH Global for performance of such Services under such contractual arrangement.

3.1.2     Products that Orgenesis has paid MTH Global to manufacture under the Manufacturing Agreement will be transferred to Orgenesis free of any additional charge.

3.1.3     Orgenesis will pay for any Raw Materials transferred to it pursuant to Section 4.1.2 that have not been paid for by Orgenesis pursuant to the terms of the Manufacturing Agreement at the following rate: (a) for Raw Materials purchased from Third Parties, MTH Global’s cost of such Raw Materials, or (b) for Raw Materials manufactured by MTH Global, MTH Global’s actual, fully-burdened cost for such Raw Materials.

3.2     Third Party Costs. Orgenesis will reimburse MTH Global for any reasonable out-of-pocket costs incurred by MTH Global (including travel expenses) in performing the Services which are evidenced by supporting documentation to be provided by MTH Global to Orgenesis. For any out-of-pocket cost exceeding five hundred US dollars ($500.00), MTH Global shall receive the prior written consent of Orgenesis prior to incurring such costs.

3.3     Payment. Orgenesis will pay all undisputed amounts due MTH Global under this ARTICLE 3 within sixty (60) days after receipt of each invoice from MTH Global. All payments to be made under this Agreement shall be made in United States dollars to a bank account designated in writing by MTH Global.

4.1     Technology Transfer.

4.1.1     Transfer and Use of Transferred Information. During the Services Term, MTH Global will transfer to Orgenesis complete copies of the Transferred Information and Transferred Materials. Orgenesis shall be entitled to maintain and use the Transferred Information solely for the purposes of manufacturing the Products pursuant to the license set forth in Section 4.2.11. For the avoidance of doubt, Orgenesis will be free to use the Transferred Materials for any lawful purposes without restriction.

4.1.2     Transfer of Materials and Related Information. During the Services Term, MTH Global shall transfer and/or deliver to Orgenesis (i) any Products developed or manufactured by MTH Global on behalf of Orgenesis prior to the Trigger Date, (ii) any raw materials purchased specifically in connection with performance of the Services or pursuant to the Manufacturing Agreement the “Raw Materials”), and (iii) a copy of any documentation in MTH Global’s possession or under its Control that pertains to such Products and Raw Materials (such documentation, collectively with the such Products and Raw Materials, the “Transferred Materials”).

4.1.3     Intent of Transfer. For purposes of clarity, it is the intention of the Parties that Orgenesis be able to (either directly or through a Third Party) recommence the manufacture of Products at one or more facilities designated by Orgenesis in its sole and absolute discretion after the end of the Services Term with as little interruption as reasonably possible.

4.1.4     Observation of Manufacturing Process. In connection with such technology transfer, upon reasonable notice, MTH Global will permit reasonable access to the facility where Products are manufactured during normal business hours to employees of Orgenesis to learn about the Manufacturing Process. While at the MTH Global facility, such employees shall follow MTH Global’s policies and procedures and shall use reasonable efforts to avoid interrupting or interfering with the work of other MTH Global personnel, and may observe only activities related to the Products and Manufacturing Process. If reasonably requested by Orgenesis, MTH Global personnel will visit Orgenesis’ Facilities to consult and advise on performance of the Manufacturing Processes.

4.2     Intellectual Property Rights; License.

4.2.1     MTH Global License to Orgenesis. Subject to the terms and conditions of this Agreement, MTH Global hereby grants to Orgenesis a non-exclusive, worldwide, royalty-free, paid-up, nontransferable (except as set forth in Section 8.5), sublicensable, perpetual license, under the MTH Global IP, to: (a) use and reproduce the Transferred Information and (b) use and practice the Manufacturing Processes; in each case of (a) and (b) solely to the extent necessary to manufacture and have manufactured the Products. Except for the foregoing, no other license is granted, no other use is permitted, and all other rights are expressly reserved. Orgenesis shall have no rights, title or interest in, or to, any MTH Global IP other than the license expressly set forth in this Section 4.2.1.

4.2.2     Orgenesis IP. MTH Global shall have no rights, title or interest into any Orgenesis IP and no such Orgenesis IP shall be deemed transferred or licensed to MTH Global pursuant to this Agreement. Furthermore, nothing in this Agreement or the Work Plan shall derogate from, limit or affect Orgenesis’ ownership of any Intellectual Property as set forth in the Manufacturing Agreement.

5.1     Product Warranties and Remedy. To the extent MTH Global transfers any Products to Orgenesis in connection with this Agreement and/or the Work Plan, MTH Global warrants that the Products to be transferred are free and clear of any encumbrances, mortgages, liens, pledges or third party rights of any kind.

5.2     General Representations and Warranties. Each Party hereby represents and warrants to the other Party that:

5.2.1      Existence and Power. It is a corporation duly organized, validly existing and in good standing under the laws of the state or country in which it is incorporated or organized, as applicable, and has full corporate or company power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated to be conducted in this Agreement, including, without limitation, the right to grant the licenses granted hereunder.

5.2.2     Authority and Binding Agreement. As of the Effective Date, (i) it has the corporate or company power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate or company action on its part required to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder; and (iii) the Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party and is enforceable against it in accordance with its terms.

5.3     Title and Performance: As of the Effective Date, MTH Global has sufficient legal and/or beneficial title under the MTH Global IP necessary to perform its activities contemplated under this Agreement and to grant the licenses that it is obligated to grant to Orgenesis pursuant to Section 4.2.1. MTH Global represents and warrants that it will provide the Services in a professional and workmanlike manner, consistent with best industry practices.

5.4     Disclaimer. EXCEPT AS SET FORTH IN THIS ARTICLE 5, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO ANY SUBJECT MATTER OF THIS AGREEMENT, AND EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OF USAGE IN TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL TRANSFERRED INFORMATION AND TRANSFERRED MATERIALS (OTHER THAN PRODUCTS WHICH ARE COVERED BY ANY WARRANTIES EXPRESSLY SET FORTH IN THE MANUFACTURING AGREEMENT) ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.

6.1     Confidential Information; Exceptions. Each Party (in such capacity, “Recipient”) will, and will ensure that its employees, contractors, representatives and agents (“Representatives”) will,: (a) maintain all Confidential Information of the other Party (in such capacity, “Discloser”) in trust and confidence; (b) not disclose any Confidential Information of the Discloser to any Third Party (except that a Recipient may disclose such Confidential Information to those of its Representatives, its Affiliates and and its Affiliates’ Representatives who require such information in order to perform a Recipient’s obligations or exercise Recipient’s rights under this Agreement and who are subject to binding obligations of confidentiality and materially similar to those of this ARTICLE 6); (c) not disclose or use any Confidential Information of Discloser for any purposes other than to perform a Recipient’s obligations or exercise Recipient’s rights under this Agreement; (d) not use any Confidential Information of Discloser for any purpose or in any manner that would constitute a violation of any applicable governmental laws, rules, regulations, or orders, including without limitation the export control laws of the United States; and (e) not reproduce any Confidential Information of Discloser in any form except as required to perform Recipient’s obligations or exercise its rights under this Agreement. Each Recipient will use at least the same standard of care as it uses to protect its own Confidential Information of a similar nature to prevent unauthorized disclosures or uses of Confidential Information of Discloser, but in any event Recipient will use no less than commercially reasonable care to achieve such objectives. Recipient will promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information of Discloser. The Parties agree that the material financial, commercial, scientific and technical terms of the Agreement will be considered Confidential Information of both Parties. Notwithstanding the foregoing, either Party may provide a copy of this Agreement or otherwise disclose such terms to bona fide potential corporate partners, potential investors or merger or acquisition partners, and to commercial lenders, financial underwriters, investment bankers and legal and financial advisors, provided that all such disclosures shall be made only to such Parties on a confidential basis that is at least as protective and restrictive as this Section 6.1.

6.2     Authorized Disclosure. Notwithstanding any other provision of this Agreement, each Recipient may disclose Confidential Information of Discloser: (i) to the extent and to the persons and entities required by an applicable governmental law, rule, regulation or order; provided, however, that Recipient shall first have given prompt notice to Discloser hereto as soon as reasonably practicable to enable it to seek any available exemptions from or limitations on such disclosure requirement and Recipient shall reasonably cooperate, at Discloser’s expense, in such efforts by Discloser; (ii) to permitted sublicensees (solely to the extent necessary to accomplish the purposes of the sublicense), successors and assigns under this Agreement; (iii) in the case of Orgenesis, to Regulatory Authorities, to the extent necessary for the purpose of obtaining Regulatory Approval for Products and to Third Parties to the extent necessary for the purpose of contract manufacturing of Products; and (iv) to identified Third Parties with the prior, express, specific, written permission of Discloser.

6.3     Publicity. Neither Party will issue any publicity release or announcement containing information about this Agreement without the advance written consent of the other Party (which consent shall not be unreasonably withheld or delayed), except as such release or announcement may be required by law, in which case the Party making the release or announcement shall, before making any such release or announcement, afford the other Party a reasonable opportunity to review and comment upon such release or announcement to the extent practicable.

6.4     Injunctive Relief. The Parties expressly acknowledge and agree that any breach or threatened breach of this ARTICLE 6 may cause immediate and irreparable harm to Discloser, which harm may not be adequately compensated by damages. Each Party therefore agrees that in the event of such breach or threatened breach and in addition to any remedies available at law, Discloser shall have the right to seek equitable and injunctive relief, without bond, in connection with such a breach or threatened breach.

7.1     Term. The initial term of this Agreement will commence on the Effective Date and terminate on the last day of the Services Term.

7.2     Termination by Either Party for Breach. If a Party materially breaches this Agreement, and fails to cure such breach within thirty (30) days from the date of receipt of written notice of such breach, the non-breaching Party may terminate this Agreement with thirty (30) days’ written notice to the other Party.

7.3     Effect of Termination. Upon expiration or termination of this Agreement, all rights and obligations of the Parties under this Agreement shall cease, except that the following will survive: (a) accrued rights to payment and remedies for breach; (b) ARTICLE 1 (to the extent necessary to interpret any surviving provision of this Agreement), Section 4.2.11, ARTICLE 6, Section 7.3 and ARTICLE 8.

8.1     Notice. All notices hereunder shall be in writing and shall be deemed given upon (a) personal delivery, (b) facsimile transmission with electronic confirmation of transmission, if sent during the recipient’s normal business hours, or otherwise on the recipient’s next normal business day, (c) receipt after delivery by nationally-recognized bonded courier when sent for next business day delivery, or (d) receipt after sending by certified or registered mail, postage prepaid and return receipt requested personally, to the following addresses or fax numbers of the respective Parties:

A Party may change its address or fax number for notice by giving notice under this Section 8.1.

8.2     Use of Names. Neither Party shall use the name, trade name, trademark, or other designation of the other Party (including contraction, abbreviation or simulation of any of the foregoing) in advertising, publicity or other promotional activities. Under no circumstances shall either Party state or imply in any promotional material, publication or other published announcement that the other Party has tested or approved any product.

8.3     Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that Orgenesis, as a licensee of MTH Global IP licensed under Section 4.2.11 (the “Process-Related IP”), shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against MTH Global under the U.S. Bankruptcy Code, Orgenesis shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Process-Related IP and all embodiments thereof, and same, if not already in its possession, shall be promptly delivered to Orgenesis (a) upon any such commencement of a bankruptcy proceeding upon Orgenesis written request therefor, or (b) if not delivered under (a) above, upon rejection of this Agreement by or on behalf of MTH Global upon written request therefor by Orgenesis.

8.4     Waiver. The failure on the part of either Party to exercise or enforce any rights conferred upon it hereunder shall not be deemed to be a waiver of any such rights nor operate to bar the exercise or enforcement thereof at any time or times hereafter.

8.5     Assignment; Binding Effect. Neither Party will assign its rights or duties under this Agreement to another without the prior express written consent of the other Party, which shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement to (a) its Affiliates, or (b) a successor by merger, acquisition, or sale of all or substantially all of such Party’s business assets in the field to which this Agreement relates, without the other Party’s consent, provided that such successor will expressly assume in writing the obligation to perform in accordance with the terms and conditions of this Agreement. Any purported assignment not in compliance with this Section 8.5 shall be void. This Agreement shall be binding upon each Party’s successors and permitted assignees.

8.6     Independent Parties. Neither Party is an employee or a legal representative of the other Party for any purpose. Neither Party shall have the authority to enter into any contracts in the name of or on behalf of the other Party.

8.7     Force Majeure. Neither Party shall be liable to the other for its failure to perform any of its obligations under this Agreement during any period in which such performance is delayed because rendered impracticable or impossible due to circumstances beyond its reasonable control, including without limitation earthquakes, governmental regulation, fire, flood, labor difficulties, interruption of supply of key raw materials, civil disorder, and acts of God, provided that the Party experiencing the delay promptly notifies the other Party of the delay and uses and continues to use commercially reasonable efforts to overcome such delay.

8.8     Severability. If any item or provision of this Agreement shall to any extent be invalid or unenforceable, it shall be severed from this Agreement, and the remainder of this Agreement shall not be affected thereby, and each term and provision of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law.

8.9     Governing Law. For any disputes under this Agreement, New York law (excluding conflict of laws principles) governs and the Parties are free to institute litigation or seek any remedy available to them. For the purposes of any litigation instituted by the parties related to this Agreement, the Parties accept the jurisdiction of the competent courts sitting in the State of New York. This Agreement shall be construed in accordance with the laws of the State of New York and/or the United States of America which are applicable to contracts negotiated, executed and performed within the State of New York in the United States of America.

8.10     Entire Agreement; Modification. This Agreement, including all Appendices referenced herein constitutes the entire agreement and understanding of the Parties and supersedes any prior agreements or understandings relating to the subject matter hereof. Any modification of this Agreement shall be effective only to the extent it is reduced to writing and signed by both Parties. This Agreement is intended to supplement the Manufacturing Agreement, however, in the event that any term or condition of this Agreement conflicts with the Manufacturing Agreement, the Manufacturing Agreement will control as it relates to the manufacture of Products and this Agreement will control for all other purposes.

8.11     Jury Trial Waiver. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (1) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (2) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (3) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (4) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.11.

8.12     Limitation of Liability. EXCEPT AS SET FORTH BELOW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY CONCERNING ANY SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY: (A) INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) AGGREGATE DAMAGES IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY ORGENESIS TO MTH GLOBAL UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO ANY BREACH OF ARTICLE 6. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

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APPENDIX A

Work Plan

The following shall be deemed to be included in the Work Plan as it relates to the technology transfer contemplated by the Agreement. In each case to the extent necessary or reasonably useful to enable Orgenesis’ performance of the Manufacturing Process, , MTH Global will:

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

MASTHERCELL GLOBAL INC.

The undersigned, as President of Masthercell Global Inc., a Delaware corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “Corporation”), does hereby certify that:

1.      The name of the Corporation is Masthercell Global Inc. The Corporation was incorporated on December 27, 2017.

2.      The provisions of the certificate of incorporation of the Corporation, and as herein amended, are hereby restated and integrated into the single instrument which is hereinafter set forth, and which is entitled Amended and Restated Certificate of Incorporation of Masthercell Global Inc.

3.      The amendments, integration and restatement of the certificate of incorporation of the Corporation herein certified have been duly adopted by the board of directors and stockholders of the Corporation in accordance with the provisions of Sections 141(f), 228, 241 and 245 of the General Corporation Law of the State of Delaware.

4.      As of the effective date of this Amended and Restated Certificate of Incorporation, no shares of any stock have been issued by the Corporation.

5.      This Amended and Restated Certificate of Incorporation shall be effective upon filing.

6.      The certificate of incorporation of the Corporation, as amended, integrated and restated herein, shall at the effective time of this Amended and Restated Certificate of Incorporation read in its entirety as follows:

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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

MASTHERCELL GLOBAL INC.

ARTICLE ONE
NAME

The name of the corporation is Masthercell Global Inc. (the “Corporation”).

ARTICLE TWO
ADDRESS OF REGISTERED AGENT

The address of the Corporation’s registered office in the State of Delaware is at 850 New Burton Road, Suite 201, Dover, Delaware, 19904, County of Kent. The name of its registered agent at such address is Cogency Global Inc.

ARTICLE THREE
PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, as amended from time to time (the “DGCL”).

ARTICLE FOUR
CAPITAL STOCK

A.      Designation and Amount. The total number of shares of all classes of stock that the Corporation has authority to issue is 5,000,000 shares, consisting of 3,000,000 shares of common stock, with a par value of $0.0001 per share (the “Common Stock”), and 2,000,000 shares of preferred stock, with a par value of $0.0001 per share (the “Preferred Stock”).

The following is a statement of the designations and the powers, privileges and rights and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

B.      Common Stock.

1.      Classes of Common Stock. Of the 3,000,000 shares of Common Stock that the Corporation is authorized to issue, 2,500,000 shares shall be designated as “Voting Common Stock” and 500,000 shares shall be designated as “Non-Voting Common Stock.”

2.      Rights of the Common Stock. The voting, dividend, liquidation and other rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein and the rights, powers and preferences of any additional class or series of Preferred Stock that may from time to time be designated by resolution of the Corporation’s board of directors (the “Board”). Except as set forth in this Article Four, or as required by law, the Voting Common Stock and the Non-Voting Common Stock shall have the same rights and preferences and shall be treated as one class of Common Stock. Whenever dividends upon the Preferred Stock, to the extent such stock may be entitled thereto, shall have been paid or declared and set apart for payment, the Board may declare a dividend upon the Common Stock. The holders of the Voting Common Stock and the Non-Voting Common Stock shall share ratably in any such dividend in proportion to the number of shares of Voting Common Stock and Non-Voting Common Stock held by each such holder; provided, however, that in the case of dividends or distributions of shares of Common Stock, such dividends or distributions may be made by payment of shares of Voting Common Stock to holders of Voting Common Stock and the payment of shares of Non-Voting Common Stock to the holders of Non-Voting Common Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation and after the payment of any preferential amounts to be distributed to the holders of Preferred Stock, the remaining assets of the Corporation shall be distributed ratably among the holders of the Voting Common Stock and Non-Voting Common Stock in proportion to the number of shares held by each such holder.

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 3.      Voting Rights. Except as otherwise provided by the DGCL, by this certificate of incorporation or any amendments hereto (the “Certificate of Incorporation”) or by resolutions adopted by the Board providing for the issuance of Preferred Stock in accordance with Section C(2) of this Article Four, all of the voting power of the Corporation shall be vested in the holders of the Voting Common Stock, and each holder of Voting Common Stock shall have one (1) vote for each share of Voting Common Stock held by such holder on all matters voted upon by the stockholders. The Non-Voting Common Stock shall not have any voting power, except as otherwise required by the DGCL. There shall be no cumulative voting. The number of authorized shares of Common Stock (and the number of shares of Voting Common Stock and Non-Voting Common Stock) may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms of this Certificate of Incorporation) the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL and without the necessity of a vote of the holders of Voting Common Stock or Non-Voting Common Stock voting as a separate class.

C.      Preferred Stock.

1.      Issuance and Reissuance. Preferred Stock may be issued from time to time in one or more series, each of such series to consist of such number of shares and to have such terms, rights, powers and preferences, and the qualifications and limitations with respect thereto, as stated or expressed herein or in the resolution or resolutions providing for the issue of such series adopted by the Board in accordance with Section 2 below. Any shares of Preferred Stock that may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law or by the terms of any series of Preferred Stock.

2.      Blank Check Preferred Stock. Subject to any vote expressly required by this Certificate of Incorporation and the last sentence of the last paragraph of this Section 2, the Board is hereby authorized to provide for the issuance of, and to issue, one or more series of shares of Preferred Stock, and in connection with the creation of any such series, by resolution or resolutions providing for the issue of such shares and by filing a certificate of designation pursuant to the DGCL, to establish from time to time the powers, designations, voting rights, if any, preferences, and relative, participating, optional or other special rights of each such series and the qualifications, limitations or restrictions thereof. If at any time the Board shall have established and designated one or more series of Preferred Stock consisting of a number of shares that constitutes less than all of the authorized number of shares of Preferred Stock, then the remaining authorized shares of Preferred Stock shall be deemed to be shares of an undesignated series of Preferred Stock until designated by the Board as being part of a series previously established or a new series then being established by the Board. The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, the authority to determine and fix the following:

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(a)      the number of shares to constitute that series and the distinctive designation of that series;

(b)      whether and under what conditions dividends may be payable on such shares, the dividend rate, if any, on the shares of that series, whether the dividends shall be cumulative, and, if so, from which date or dates, and the preferences, if any, and the special and relative rights of the shares of that series as to dividends;

(c)      whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(d)      the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series;

(e)      whether or not the shares of that series shall be convertible into or exchangeable for shares of any other class or of any other series of the same or any other class of capital stock of the Corporation and, if so, the conversion or exchange price or ratio and other conversion and exchange terms;

(f)      whether or not the shares of that series will have voting rights and, if applicable, the matters to be voted on by such series and the terms and conditions under which the shares of that series shall have separate voting rights or no voting rights;

(g)      whether the shares of that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; and

(h)      other powers, designations, preferences, and relative, participating, optional or other special rights of the shares of that series and the qualifications, limitations or restrictions thereof to the full extent now or hereafter permitted by the laws of the State of Delaware.

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Without limiting the generality of the foregoing, and subject to the rights of any series of Preferred Stock then outstanding, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law. Notwithstanding the foregoing, the Board is authorized to provide for the creation and issuance of, and to issue, one or more series of shares of Preferred Stock pursuant to this Section C(2), only in the event that (i) the Board determines that it is reasonably likely that the Corporation will not have sufficient funds to operate its business or meet its obligations absent an equity investment in the Corporation and (ii) the holders of a majority of the issued and outstanding shares of Common Stock have voted against, or refuse to approve, amending and/or restating this Amended and Restated Certificate in connection with such equity investment to authorize shares of such new series or class of Preferred Stock within ten (10) days following the Board’s request for such approval.

D.      Series A Preferred Stock.

378,000 shares of the authorized and unissued Preferred Stock are hereby designated “Series A Preferred Stock,” with the following rights, preferences, powers, privileges and restrictions, qualifications and limitations.

1.           Dividends.

(a)      Dividends to Holders of Series A Preferred Stock. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consent required elsewhere in this Certificate of Incorporation) the holders of the Series A Preferred Stock then outstanding shall simultaneously receive a dividend on each outstanding share of Series A Preferred Stock in an amount at least equal to (x) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per share of Series A Preferred Stock as would equal the product of (A) the dividend payable on each share of such class or series determined, if applicable, as if all such shares of such class or series had been converted into Common Stock and (B) the number of shares of Common Stock issuable upon conversion of a share of Series A Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend, or (y) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate per share of Series A Preferred Stock determined by (A) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (B) multiplying such fraction by an amount equal to the Series A Original Issue Price (as defined below); provided, that if the Corporation declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Corporation, the dividend payable to the holders of Series A Preferred Stock pursuant to this Section 1(a) shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest Series A Preferred Stock dividend. The “Series A Original Issue Price” shall originally mean $31.22 per share, provided that the Series A Original Issue Price (i) shall be increased when a holder of Series A Preferred Stock makes a cash contribution to the Corporation pursuant to Section 1.4(c) or Section 1.6(d) of that certain Stock Purchase Agreement by and among the Corporation, Orgenesis Inc. (“Orgenesis”) and GPP-II Masthercell, LLC (“GPP”), on a per share basis in an amount equal to (A) the amount of such cash contribution divided by (B) the total number of shares of Series A Preferred Stock held by such holder at the time of such cash contribution, and (ii) shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock.

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2.           Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.

(a)      Payments to Holders of Series A Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event (as defined below), the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment shall be made to the holders of Common Stock or any other class or series of stock ranking junior to the Series A Preferred Stock, by reason of their ownership thereof, an amount per share equal to (i) 1.5 multiplied by the Series A Original Issue Price, plus (ii) any dividends declared but unpaid thereon. If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event such remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which they shall be entitled under this Section 2(a), then the holders of shares of Series A Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

(b)      Distribution of Remaining Assets. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, after the payment of all preferential amounts required to be paid to the holders of any and all classes or series of Preferred Stock (including the Series A Preferred Stock), the remaining assets of the Corporation available for distribution to its stockholders shall be distributed to the holders of shares of Series A Preferred Stock and Common Stock, pro rata based, for each such holder, on the sum of (x) the number of shares of Common Stock held by such holder plus (y) for any holder of Preferred Stock the number of shares of Common Stock that would be issuable to such holder upon conversion of such Preferred Stock pursuant to the terms of this Certificate of Incorporation immediately prior to such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event. The aggregate amount which a holder of a share of Series A Preferred Stock is entitled to receive under Sections 2(a) and 2(b) is hereinafter referred to as the “Series A Liquidation Amount”).

(c)      Deemed Liquidation Events. 

 (i)      Each of the following events shall be deemed to be a liquidation of the Corporation (a “Deemed Liquidation Event”), unless the holders of fifty percent (50%) or more of the outstanding shares of Series A Preferred Stock elect otherwise by written notice given to the Corporation:

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(A)      a merger or consolidation in which:

except any such merger or consolidation transaction involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation transaction continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation transaction, the parent corporation of such surviving or resulting corporation (provided that, for the purpose of this Section 2(c)(i), all shares of Common Stock issuable upon exercise of Options (as defined below) outstanding immediately prior to such merger or consolidation or upon conversion of Convertible Securities (as defined below) outstanding immediately prior to such merger or consolidation transaction shall be deemed to be outstanding immediately prior to such merger or consolidation transaction and, if applicable, converted or exchanged in such merger or consolidation transaction on the same terms as the actual outstanding shares of Common Stock are converted or exchanged); or

(B)      the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

(ii)      The Corporation shall not have the power to effect any transaction constituting a Deemed Liquidation Event referred to in Section 2(c)(i) above unless the definitive agreement for such transaction provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Sections 2(a) and 2(b) above.

(iii)      In the event of a Deemed Liquidation Event pursuant to Section 2(c)(i) above, if the Corporation does not effect a dissolution of the Corporation under the DGCL within 60 days after such Deemed Liquidation Event, then (A) the Corporation shall deliver a written notice to each holder of Series A Preferred Stock no later than the 60^th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (B) to require the redemption of such shares of Series A Preferred Stock, and (B) if the holders of at least 50% of the then outstanding shares of Series A Preferred Stock so request in a written instrument delivered to the Corporation not later than 90 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board), together with any other assets of the Corporation available for distribution to its stockholders (the “Net Proceeds”) to redeem, to the extent legally available therefor, on the 90^th day after such Deemed Liquidation Event (the “Liquidation Redemption Date”), all outstanding shares of Series A Preferred Stock for an amount equal to the amount determined in accordance with Sections 2(a) and 2(b). In the event of a redemption pursuant to the preceding sentence, if the Net Proceeds are not sufficient to redeem all outstanding shares of Series A Preferred Stock, or if the Corporation does not have sufficient lawfully available funds to effect such redemption, then the Corporation shall, in accordance with the preference of payments set forth in Sections 2(a) and 2(b), (x) redeem all of the outstanding shares of Series A Preferred Stock at a price per share equal to the Series A Liquidation Amount, or, if the Net Proceeds or the Corporation’s otherwise lawfully available funds are not sufficient to pay such amount, redeem a pro rata portion of each holder’s shares of Series A Preferred Stock to the fullest extent of such Net Proceeds or such lawfully available funds, as the case may be, and, where such redemption is limited by the amount of lawfully available funds, the Corporation shall redeem the remaining shares of Series A Preferred Stock to have been redeemed as soon as practicable after the Corporation has funds legally available therefore, and (y) after payment in full of such amounts, the Corporation shall pay the remainder of any Net Proceeds in accordance with Section 2(b). Prior to the distribution or redemption provided for in this Section 2(c)(iii), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in the ordinary course of business.

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(iv)      The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board.

(v)      In the event of a Deemed Liquidation Event pursuant to Section 2(c)(i) above, if any portion of the consideration payable to the stockholders of the Corporation is placed into escrow and/or is payable to the stockholders of the Corporation subject to contingencies, the definitive agreement shall provide that (a) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Sections 2(a) and 2(b) as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event and (b) any additional consideration which becomes payable to the stockholders of the Corporation upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Sections 2(a) and 2(b) after taking into account the previous payment of the Initial Consideration as part of the same transaction.

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3.           Voting.

(a)      On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Voting Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the provisions of this Certificate of Incorporation (including Section 3(b) below), holders of Series A Preferred Stock shall vote together with the holders of Voting Common Stock, and with the holders of any other series of Preferred Stock the terms of which so provide, as a single class.

(b)      At any time when shares of Series A Preferred Stock are outstanding, and in addition to any other vote required by law or this Certificate of Incorporation, without the written consent or affirmative vote of the holders of a majority of the then outstanding shares of Series A Preferred Stock (which for purposes of this Certificate of Incorporation shall be GPP), given in writing or by vote at a meeting, consent or voting (as the case may be) separately as a class, the Corporation shall not, either directly or by amendment, merger, consolidation or otherwise, take any of the actions set forth in Section 3.5 of that certain Stockholders’ Agreement, by and among the Corporation, GPP, Orgenesis and the other stockholders of the Corporation, as such agreement may be amended, modified or restated from time to time (the “Stockholders’ Agreement”).

4.           Optional Conversion.

The holders of the Series A Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

(a)      Right to Convert.

(i)      Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Voting Common Stock as is determined by dividing (A) the Series A Original Issue Price by (B) the Series A Conversion Price (as defined below) in effect at the time of conversion. The “Series A Conversion Price” shall initially be equal to $31.22 per share.

(ii)      The Series A Conversion Price and the rate at which shares of Series A Preferred Stock may be converted into shares of Voting Common Stock under this Certificate of Incorporation, shall be subject to adjustment as provided below.

(iii)      In the event of a notice of redemption of any shares of Series A Preferred Stock pursuant to Section 6, the Conversion Rights of the shares designated for redemption shall terminate at the close of business on the last full day preceding the date fixed for redemption, unless the redemption price is not fully paid on such redemption date, in which case the Conversion Rights for such shares shall continue until such price is paid in full. In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights of any share of Series A Preferred Stock shall terminate at the close of business on the last full day preceding the earliest date fixed for the payment of any amount distributable on such event to the holders of any shares of Series A Preferred Stock.

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(b)      Mechanics of Conversion.

(i)      In order for a holder of Series A Preferred Stock to voluntarily convert shares of Series A Preferred Stock into shares of Voting Common Stock, such holder shall surrender the certificate or certificates for such shares of Series A Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Series A Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Series A Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Voting Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “Conversion Time”), and the shares of Voting Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time, (a) issue and deliver at such office to such holder of Series A Preferred Stock, or to his, her or its nominees, certificates for the number of shares of Voting Common Stock to which such holder shall be entitled and (b) pay any accrued and unpaid dividends with respect to the shares of Series A Preferred Stock converted. 

(ii)      The Corporation shall at all times when the Series A Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series A Preferred Stock, such number of its duly authorized shares of Voting Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Voting Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Voting Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate of Incorporation. Before taking any action which would cause an adjustment reducing the Series A Conversion Price below the then par value of the shares of Voting Common Stock issuable upon conversion of the Series A Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Voting Common Stock at such adjusted Conversion Price.

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(iii)      All shares of Series A Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Voting Common Stock in exchange therefor and the right to receive payment of any accrued and unpaid dividends thereon. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and shall not be reissued as shares of such series, and the Corporation (without the need for stockholder action) may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

(iv)      Upon any such conversion, no adjustment to the Series A Conversion Price shall be made for any declared but unpaid dividends on the Series A Preferred Stock surrendered for such conversion or on the Voting Common Stock delivered upon such conversion.

(c)      Adjustments to Series A Conversion Price for Diluting Issues.

(i)      Special Definitions. For purposes of this Section 4, the following definitions shall apply:

(A)     “Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

(B)      “Series A Original Issue Date” shall mean the date on which the first share of Series A Preferred Stock was issued.

(C)      “Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.

(D)      “Additional Shares of Common Stock” shall mean all shares of Common Stock issued (or, pursuant to Section 4(c)(iii) below, deemed to be issued) by the Corporation after the Series A Original Issue Date, other than the following (“Exempted Securities”):

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(ii)      No Adjustment of Series A Conversion Price. No adjustment in the Series A Conversion Price shall be made as the result of the issuance or deemed issuance of Additional Shares of Common Stock if the Corporation receives written notice from the holders of at least 50% of the then-outstanding shares of Series A Preferred Stock agreeing that no such adjustment shall be made as the result of the issuance or deemed issuance of such Additional Shares of Common Stock.

(iii)      Deemed Issue of Additional Shares of Common Stock.

(A)      If the Corporation at any time or from time to time after the Series A Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

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(B)      If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Series A Conversion Price pursuant to the terms of Section 4(c)(iv) below, are revised (as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security)) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then, effective upon such increase or decrease becoming effective, the Series A Conversion Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Series A Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (B) shall have the effect of increasing the Series A Conversion Price to an amount which exceeds the lower of (i) the Series A Conversion Price in effect immediately prior to the original adjustment made as a result of such Option or Convertible Security, or (ii) the Series A Conversion Price that would have resulted from any issuances of Additional Shares of Common Stock (other than deemed issuances of Additional Shares of Common Stock as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date.

(C)      If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive Exempted Securities), the issuance of which did not result in an adjustment to the Series A Conversion Price pursuant to the terms of Section 4(c)(iv) below (either because the consideration per share (determined pursuant to Section 4(c)(v) hereof) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Series A Conversion Price then in effect, or because such Option or Convertible Security was issued before the Series A Original Issue Date), are revised after the Series A Original Issue Date (as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security)) to provide for either (1) any increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Section 4(c)(iii)(A) above) shall be deemed to have been issued effective upon such increase or decrease becoming effective.

(D)      Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Series A Conversion Price pursuant to the terms of Section 4(c)(iv) below, the Series A Conversion Price shall be readjusted to Series A Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued.

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(E)      If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Series A Conversion Price provided for in this Section 4(c)(iii) shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (B) and (C) of this Section 4(c)(iii)). If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Series A Conversion Price that would result under the terms of this Section 4(c)(iii) at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Series A Conversion Price that such issuance or amendment took place at the time such calculation can first be made.

(iv)      Adjustment of Series A Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Series A Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 4(c)(iii)), without consideration or for a consideration per share less than the Series A Conversion Price in effect immediately prior to such issue, then the Series A Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula:

CP₂ = CP₁* (A + B) ÷ (A + C).

For purposes of the foregoing formula, the following definitions shall apply:

(A)      “CP^₂” shall mean the Series A Conversion Price in effect immediately after such issue of Additional Shares of Common Stock;

(B)      “CP₁” shall mean the Series A Conversion Price in effect immediately prior to such issue of Additional Shares of Common Stock;

(C)      “A” shall mean the number of shares of Common Stock outstanding immediately prior to such issue of Additional Shares of Common Stock (treating for this purpose as outstanding, in addition to the outstanding shares of Common Stock, all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or upon conversion or exchange of Convertible Securities (including the Series A Preferred Stock) outstanding (assuming exercise of any outstanding Options therefor) immediately prior to such issue);

(D)      “B” shall mean the number of shares of Common Stock that would have been issued if such Additional Shares of Common Stock had been issued at a price per share equal to CP1 (determined by dividing the aggregate consideration received by the Corporation in respect of such issue by CP1); and

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(E)      “C” shall mean the number of such Additional Shares of Common Stock issued in such transaction.

(v)      Determination of Consideration. For purposes of this Section 4(c), the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

(A)      Cash and Property: Such consideration shall:

(B)      Options and Convertible Securities. The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Section 4(c)(iii), relating to Options and Convertible Securities, shall be determined by dividing:

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(vi)      Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Series A Conversion Price pursuant to the terms of Section 4(c)(iv) above, and such issuance dates occur within a period of no more than 120 days from the first such issuance to the final such issuance, then, upon the final such issuance, the Series A Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).

(d)      Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the Series A Original Issue Date effect a subdivision of the outstanding Common Stock, the Series A Conversion Price in effect immediately before that subdivision or combination shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Corporation shall at any time or from time to time after the Series A Original Issue Date combine the outstanding shares of Common Stock, the Series A Conversion Price in effect immediately before the combination or subdivision shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

(e)      Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Series A Conversion Price in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Conversion Price then in effect by a fraction:

(1)      the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

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(2)      the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution;

provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and provided further, however, that no such adjustment shall be made if the holders of the Series A Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of the Series A Preferred Stock had been converted into Common Stock pursuant to the terms of this Certificate of Incorporation on the date of such event.

(f)      Adjustments for Other Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation (other than a distribution of shares of Common Stock in respect of outstanding shares of Common Stock) or in other property and the provisions of Section 4(e) do not apply to such dividend or distribution, then and in each such event provision shall be made so that the holders of Series A Preferred Stock shall receive upon conversion thereof, in addition to the number of shares of Common Stock receivable thereupon, the kind and amount of securities of the Corporation that they would have been entitled to receive had all outstanding shares of Series A Preferred Stock been optionally converted into Common Stock pursuant to the terms of this Certificate of Incorporation on the date of such event and had they, during the period from the date of such event to and including the conversion date, retained such securities receivable by them as aforesaid during such period, giving application to all adjustments called for during such period under this paragraph with respect to the rights of the holders of Series A Preferred Stock; provided, however, that no such provision shall be made if the holders of Series A Preferred Stock receive, simultaneously with the distribution to the holders of Common Stock, a dividend or other distribution of such securities or other property in an amount equal to the amount of such securities or other property as they would have received if all outstanding shares of Series A Preferred Stock had been converted into Common Stock pursuant to the terms of this Certificate of Incorporation on the date of such event.

(g)      Adjustment for Merger or Reorganization, etc. Subject to the provisions of Section 2(d), if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Section 4(d), (e) or (f)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock not so converted or exchanged shall thereafter be convertible in lieu of the Voting Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Voting Common Stock issuable upon conversion of one share of Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of such Series A Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the shares of such Series A Preferred Stock.

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(h)      Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Series A Conversion Price pursuant to this Section 4, the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than 10 days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Preferred Stock a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which the shares of such Series A Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of shares of such Series A Preferred Stock (but in any event not later than 10 days thereafter), furnish or cause to be furnished to such holder a certificate setting forth (i) the Series A Conversion Price then in effect, and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the conversion of the shares of such Series A Preferred Stock.

5.           Mandatory Conversion.

(a)      In the event the Corporation completes the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”), and Orgenesis requests in writing that the holders of Series A Preferred Stock convert into Voting Common Stock in connection with, and at the time of completion of, such Public Offering (the “Mandatory Conversion”) then each outstanding share of Series A Preferred Stock shall automatically convert into shares of Voting Common Stock in accordance with the conversion provisions set forth in Section 4 above upon completion of such Public Offering; but only if, on the date of such Mandatory Conversion, the Corporation makes a payment, in cash, to each holder of Series A Preferred Stock equal to 1.5 multiplied by the Series A Original Issue Price for each share of Series A Preferred Stock held by such holder (the “Conversion Payment”).

(b)      In the event Orgenesis elects to cause the Mandatory Conversion, all holders of record of shares of Series A Preferred Stock shall be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 5 at least ten (10) days (as defined in the Stockholders’ Agreement) prior to the Mandatory Conversion Date. Such notice shall be sent by overnight or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the DGCL, to each record holder of Series A Preferred Stock.

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Upon receipt of such notice, each holder of shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive the Conversion Payment and certificates for the number of shares of Voting Common Stock to which such holder is entitled pursuant to this Section 5. On the Mandatory Conversion Date (subject to receiving the Conversion Payment), all outstanding shares of Series A Preferred Stock shall be deemed to have been converted into shares of Voting Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Voting Common Stock), will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive the Conversion Payment and certificates for the number of shares of Voting Common Stock into which such Series A Preferred Stock has been converted, the right to receive payment of any accrued and unpaid dividends thereon. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Series A Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or on his, her or its written order, certificates for the number of shares of Voting Common Stock issuable on such conversion in accordance with the provisions hereof.

(c)      All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series A Preferred Stock represented thereby converted into the right to receive the Conversion Payment and Voting Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A Preferred Stock may not be reissued as shares of such Series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

(d)      For the avoidance of doubt, an attempted conversion of the Series A Preferred Stock into Voting Common Stock pursuant to this Section 5 shall not be effective, and the holders of Series A Preferred Stock shall retain all of their rights as holders of Series A Preferred Stock under this Certificate of Incorporation and the Stockholders’ Agreement, until all holders of Series A Preferred Stock have received the entire amount of their Conversion Payment in cash.

6.           Redemption.

(a)      In addition to the redemption of the Series A Preferred Stock in accordance with the Deemed Liquidation provisions of Section 2(c)(iii), each holder of shares of Series A Preferred Stock (the “Redeeming Holders”) shall have the right to require the Corporation to redeem its Series A Preferred Stock, out of funds lawfully available therefore and as further described in this Section 5, if at least 50% of the then outstanding shares of Series A Preferred Stock so request in a written instrument (a “Redemption Request”) delivered to the Corporation at any time after the earlier of (i) the fifth (5th) anniversary of the Series A Original Issue Date and (ii) the shareholders of Orgenesis failing to duly and validly Properly Approve (as defined in the Stockholders’ Agreement) on or before December 31, 2019 the Stockholders’ Agreement Terms (as defined in the Stockholders’ Agreement) and the Corporation has received an arm’s length offer to purchase the Corporation from a third party purchaser that is not an affiliate of any stockholder of the Corporation (the “Proposed Sale”) which the Corporation has not accepted and completed.

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(b)      In the event a Redemption Request is delivered at any time following the fifth (5^th) anniversary of the Series A Original Issue Date, the price per share of Series A Preferred Stock at which the Corporation shall redeem shares of Series A Preferred Stock pursuant to this Section 6 (the “Redemption Price”) shall be equal to the Series A Liquidation Amount applicable to each share of Series A Preferred Stock determined as if a Deemed Liquidation Event had occurred on the date the Redemption Request is issued and as determined by one of the top ten (10) United States independent third party accounting firms selected by the holder of such shares of Series A Preferred Stock in its sole discretion; provided, however, that if such accounting firms do not provide such valuation services in the ordinary course of their business as of the time such valuation is to be requested, then the valuation shall be determined by a reputable, independent third party entity that provides such valuation services as chosen by the holder of such shares of Series A Preferred Stock in its sole discretion.

(c)      In the event the Stockholders’ Agreement Terms are not approved prior to December 31, 2019 and a Redemption Request is delivered following the Corporation’s failure to accept and complete a Proposed Sale, the Redemption Price shall be equal to the Series A Liquidation Amount that would have been paid for each share of Series A Preferred Stock if the Proposed Sale had been completed.

(d)      The Corporation shall, pursuant to this Section 6, redeem all shares of Series A Preferred Stock held by the Redeeming Holders in a single installment within sixty (60) days after the date of the Redemption Request (the date of such installment shall be referred to herein as the “Redemption Date”). If the Corporation does not have sufficient funds legally available to redeem on any Redemption Date all shares of Series A Preferred Stock to be redeemed on such Redemption Date, then the Corporation shall redeem a pro rata portion of each Redeeming Holder’s shares of Series A Preferred Stock out of funds legally available therefore. Any remaining shares of Series A Preferred Stock held by a Redeeming Holder that cannot be redeemed shall, at the option of such Redeeming Holder, be either retained as shares of Series A Preferred Stock or converted into a promissory note, payable by the Corporation to such Redeeming Holder, which shall be payable on demand and shall be in the principal amount equal to the aggregate Redemption Price of such shares. Such promissory note shall accrue interest at a market rate (provided that such interest shall not exceed the maximum statutory rate, if any, then in effect). Furthermore, if the Corporation has insufficient funds to redeem all of the Series A Preferred Stock, the Corporation shall have the right, but not the obligation, without regards to any rights or preferences of the Series A Preferred Stock as set forth in this Certificate of Incorporation or the Stockholders’ Agreement, to raise funds (either form existing stockholders or outside sources) to meet its obligations arising from the Redemption Request but only if all amounts payable to all holders of Series A Preferred Stock are fully paid in cash at time of the completion of such fundraising.

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(e)      The Corporation shall send written notice of the redemption pursuant to this Section 6 (a “Redemption Notice”) to each Redeeming Holder not less than fifteen (15) days prior to each Redemption Date. Each Redemption Notice shall state:

(i)      the number of shares of Series A Preferred Stock held by the Redeeming Holder(s);

(ii)      the Redemption Date and the Redemption Price;

(iii)      the date upon which the holder’s right to optionally convert such shares terminates (as determined in accordance with this Certificate of Incorporation); and

(iv)      that the holder is to surrender to the Corporation, in the manner and at the place designated, such holder’s certificate or certificates representing the shares of Series A Preferred Stock to be redeemed.

(f)      On or before the applicable Redemption Date, each Redeeming Holder, unless such holder has exercised such holder’s right to optionally convert such shares as provided in this Certificate of Incorporation, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event that less than all of the shares of Series A Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Series A Preferred Stock shall promptly be issued to such holder.

(g)      If the Redemption Notice shall have been duly given and, if on the applicable Redemption Date, the Redemption Price payable upon redemption of the shares of Series A Preferred Stock to be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefore in a timely manner, then, notwithstanding that the certificates evidencing any of the shares of Series A Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Series A Preferred Stock shall cease to accrue after such Redemption Date and all rights with respect to such shares shall forthwith after the Redemption Date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor.

7.           Redeemed or Otherwise Acquired Shares. Any shares of Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Preferred Stock following such redemption or acquisition.

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8.           Waiver. Any of the rights, powers, preferences or other terms of the holders of Series A Preferred Stock set forth herein may be waived on behalf of all holders of the Series A Preferred Stock by the affirmative written consent or vote of the holders of at least 50% of the shares of Series A Preferred Stock then-outstanding.

ARTICLE FIVE
EXISTENCE

The Corporation is to have perpetual existence.

ARTICLE SIX
GENERAL

A.           Amendment of Certificate of Incorporation. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all powers, preferences, rights and privileges conferred upon stockholders, directors or any other persons in this Certificate of Incorporation are granted subject to this reservation.

B.           Amendment of Bylaws. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, subject to any additional vote or approval required by this Certificate of Incorporation or the Bylaws or any agreement among the stockholders and the Corporation, the Board is expressly authorized and empowered to adopt, amend or repeal the Bylaws in any respect not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation or any agreement among the stockholders and the Corporation; provided, however, that the fact that such power has been conferred upon the Board shall not divest the stockholders of the power and authority, nor limit the power of stockholders, to adopt, amend or repeal the Bylaws.

C.           Powers of Board. In addition to the powers and authority in this Certificate of Incorporation or by statute expressly conferred upon it, the Board may exercise all such powers and do all such acts as may be exercised or done by a corporation under the laws of the State of Delaware, subject to the provisions of this Certificate of Incorporation and the Bylaws and any agreement among the stockholders and the Corporation.

D.           Ratification by Stockholders. Any contract, transaction or act of the Corporation or of the Board or any committee of the Board that shall be ratified by the holders of a majority of the shares of stock of the Corporation entitled to vote shall, insofar as permitted by the laws of the State of Delaware or by this Certificate of Incorporation, be as valid and as binding as though ratified by every stockholder of the Corporation.

E.           Stockholders’ Meetings. Meetings of the stockholders of the Corporation may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from the time to time by the Board or in the Bylaws. Election of directors need not be by written ballot unless the Bylaws so provide.

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ARTICLE SEVEN
EXCULPATION

To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL or any other law of the State of Delaware is amended after the date of the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL or such other law of the State of Delaware, in each case as so amended. Any repeal or modification of this Article Seven shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

ARTICLE EIGHT
BUSINESS COMBINATIONS

The Corporation expressly elects not to be governed by Section 203 of the DGCL as from time to time in effect or any successor provision thereto.

ARTICLE NINE
INDEMNIFICATION

A.           Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, investigation, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director of the Corporation or is or was serving at the request of the Corporation as a director of another corporation or as a director or manager of a limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such Proceeding is an alleged action in an official capacity as a director or manager or in any other capacity while serving as a director or manager, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all cost, expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director or manager and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section C below with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board.

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B.           Right to Advancement of Expenses. Any person entitled to indemnification pursuant to Section A above shall also be reimbursed by the Corporation for all expenses incurred in defending or preparing to defend any Proceeding for which such right to indemnification is applicable, in advance of its final disposition (hereinafter an “Advancement”); provided, however, that, if the DGCL requires, an Advancement shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “Final Adjudication”) that such person is not entitled to be indemnified for such expenses under this Article Nine or otherwise.

C.           Right of Indemnitee to Bring Suit. The rights to indemnification and to Advancement conferred in Sections A and B above shall be contract rights between the Corporation and each person entitled to such rights to indemnification and to Advancement. Any repeal or modification of this Article Nine shall not affect any rights or obligations then existing with respect to any state of facts or Proceeding then existing. If a claim under Section A or B above is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement, in which case the applicable period shall be twenty (20) days, then the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement pursuant to the terms of an undertaking, then the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (1) any suit brought by the Indemnitee to enforce a right to indemnification under Section A above (but not in a suit brought by the Indemnitee to enforce a right to an Advancement) it shall be a defense that, and (2) in any suit by the Corporation to recover an Advancement pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met the applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its Board, its independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board, its independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such a suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to Advancement under this Article Nine, or by the Corporation to recover an Advancement pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement, under this Article Nine or otherwise shall be on the Corporation.

D.           Non-Exclusivity of Rights. The rights to indemnification and to Advancement conferred in this Article Nine shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, this Certificate of Incorporation, any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

E.           Indemnification Priority. The Corporation hereby acknowledges that certain directors and officers affiliated with institutional investors may have certain rights to indemnification, advancement of expenses and/or insurance provided by such institutional investors or certain of their affiliates (collectively, the “Institutional Indemnitors”). The Corporation hereby agrees (i) that the Corporation is the full indemnitor of first resort (i.e., its obligations to the Indemnitee are primary and any obligation of the Institutional Indemnitors to advance expenses, to provide indemnification and/or to provide insurance for the same expenses or liabilities incurred by the Indemnitee are secondary), (ii) that the Corporation shall be required to advance the full amount of expenses incurred by the Indemnitee in accordance with this Article Nine without regard to any rights the Indemnitee may have against the Institutional Indemnitors and (iii) that the Corporation irrevocably waives, relinquishes and releases the Institutional Indemnitors from any and all claims against the Institutional Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Institutional Indemnitors on behalf of the Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Corporation shall affect the foregoing and the Institutional Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Corporation. No right of indemnification, advancement of expenses or other right of recovery that an Indemnitee may have from any Institutional Indemnitor or any insurer providing insurance coverage under any policy purchased or maintained by an Institutional Indemnitor shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Corporation hereunder. Each Indemnitee shall execute all documents reasonably required and shall do all things that may be reasonably necessary to secure the rights of such Indemnitee’s Institutional Indemnitors under this Section 9.E, including the execution of such documents as may be necessary to enable the Institutional Indemnitors effectively to bring suit to enforce such rights, including in the right of the Corporation. Each of the Institutional Indemnitors shall be third-party beneficiaries with respect to this Section 9.E, entitled to enforce this Section 9.E.

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F.           Witnesses. To the extent that any Indemnitee is a witness in any Proceeding, such Indemnitee shall be indemnified against all costs and expenses actually and reasonably incurred by such Indemnitee on his or her behalf in connection therewith.

G.           Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article Nine or the DGCL.

H.           Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to Advancement to any officer, employee or agent of the Corporation, or to any person serving at the request of the Corporation as an officer, employee or agent of another corporation or of a limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, to the fullest extent of the provisions of this Article Nine with respect to the indemnification and Advancement of directors of the Corporation.

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ARTICLE TEN
CORPORATE OPPORTUNITIES

A.           Corporate Opportunities. To the fullest extent permitted by law, the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, or in being informed about, an Excluded Opportunity. “Excluded Opportunity” means any matter, transaction, interest or opportunity that is presented or offered to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Preferred Stock or any affiliate, partner, member, director, equityholder, employee, agent or other related person of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (a “Covered Person”), unless such matter, transaction, interest or opportunity is presented or offered to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation.

B.           Effect of Repeal or Modification. Neither the repeal nor modification of this Article Ten nor the adoption of any other amendment to this Certificate of Incorporation inconsistent with this Article Ten shall eliminate or reduce the effect of this Article Ten in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article Ten, would accrue or arise, prior to such repeal, modification or adoption. Any person or entity purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article Ten.

ARTICLE ELEVEN
JURISDICTION

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or the Certificate of Incorporation or Bylaws or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten (10) days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. If any provision or provisions of this Article Eleven shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article Eleven (including, without limitation, each portion of any sentence of this Article Eleven containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

* * *

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IN WITNESS WHEREOF, this Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 27th day of June, 2018.