Exhibit 10.1

UNIT PURCHASE AGREEMENT

by and among

Morgenesis LLC,

Orgenesis Inc.,

and

MM OS Holdings, L.P.

Dated November 4, 2022

TABLE OF CONTENTS

EXHIBITS AND SCHEDULES

UNIT PURCHASE AGREEMENT

This Unit Purchase Agreement (this “Agreement”) is entered into on November 4, 2022 by and among MM OS Holdings, L.P. (“Investor”), Morgenesis LLC, a Delaware limited liability company (the “Company”), and Orgenesis Inc., a Nevada corporation (“Orgenesis Parent”). Investor, the Company, and Orgenesis Parent are referred to collectively herein as the “Parties” and individually as a “Party”. Defined terms are contained in Section 8 hereof.

PRELIMINARY STATEMENTS

Prior to the date hereof, Orgenesis Parent consummated a reorganization (the “Reorganization”) pursuant to which Orgenesis Parent contributed, or caused to be contributed, to the Company (i) all of the equity interests of Orgenesis Maryland LLC, a Maryland limited liability company, (ii) all of the equity interests of Orgenesis Services SRL, a company organized under the laws of Belgium, (iii) all of the equity interests of Orgenesis Biotech Israel Ltd., a company organized under the laws of Israel (the “Israel Sub”), (iv) 94.12% of the equity interests of Orgenesis Korea Co. Ltd., a Korean stock corporation (the “South Korea Sub”), (v) all of the equity of Orgenesis Germany GmbH, a German limited liability company, (vi) all of the equity interests of Tissue Genesis International LLC, a Texas limited liability company and (vii) all other assets related to or used in the Business.

Orgenesis Parent owns all of the outstanding equity interests of the Company. Investor desires to make an equity investment in the Company on the date hereof pursuant to which the Company will issue certain equity interests to Investor and Orgenesis Parent desires to cause the Company to accept such investment and issue such equity interests to Investor, upon the terms and subject to the conditions set forth in this Agreement. Consequently, immediately after the Initial Closing, Orgenesis Parent and Investor will own all of the outstanding equity interests of the Company. Investor has elected to convert the loan amount and all accrued interest thereon, in whole, into Class A Preferred Units pursuant to the terms of the Loan Agreement (defined below), in connection with the transactions contemplated by this Agreement.

For U.S. federal, and applicable state and local, income tax purposes, the Parties intend to treat each of the Reorganization and the purchase of the Class A Preferred Units as a purchase in part of assets and a contribution in part described in Section 721 of the Code and consistent with Internal Revenue Service Revenue Ruling 99-5 (the “Tax Treatment”).

AGREEMENT

Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, covenants and other valuable consideration herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article 1
Purchase and Sale of Company Preferred Units

Section 1.1. Basic Transaction. In accordance with the terms and upon the conditions of this Agreement, at the Initial Closing the Company shall issue to Investor, and Investor shall purchase, 3,019,651 Class A Preferred Units of the Company (the “Class A Preferred Units”), free and clear of all Liens, such units representing 22.31¹% of the outstanding Non-Incentive Unit (as defined in the LLC Agreement) equity interests of the Company as of the Initial Closing Date based on an equity value of $110,179,082 (the “Purchase Price”), which is equal to an enterprise value of $125,000,000 less the Debt Adjustments and is subject to adjustment pursuant to Sections 1.10 and 1.11.

Section 1.2. Initial Investment. The purchase price for the 3,019,651 Class A Preferred Units is $30,196,510 (the “Initial Investment”), consisting of $20,000,000 in cash (the “Cash Payment”) and $10,196,510² satisfied by conversion of the Investor’s then-outstanding senior secured convertible loans in accordance with the Loan Agreement.

Section 1.3. Payment.

(a) Initial Closing Payments. At the Initial Closing, Investor shall pay the Cash Payment to the Company, minus any Investor Expenses in accordance with ‎Section 9.12(b).

(b) Future Investments. Within twenty (20) days after the Future Investments become final and binding in accordance with ‎Section 1.5, Investor shall make such Future Investments, if any, to the Company.

(c) Earnout Payment. Within twenty (20) days after the Earnout Payment (if any) becomes final and binding in accordance with Section 1.6, Investor shall make such Earnout Payment, if any, to Orgenesis Parent.

(d) Payments. All payments to the Company pursuant to this ‎Section 1.3 shall be made by wire transfer of immediately available funds to an account designated by the Company in writing at least five (5) days prior to the date of payment.

(e) Withholding. The Parties and any other applicable withholding agent of Investor will be entitled to deduct and withhold from any amounts payable pursuant to or contemplated by this Agreement any Taxes required to be deducted and withheld under the Code or any applicable Law, and, to the extent that any amounts are so deducted or withheld, such amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

¹ Note to Draft: Percentage assumes $5.0 million of secondary proceeds in total at Closing (inclusive of amounts distributed to Orgenesis Parent at Closing of the loan in August 2022).

² Note to Draft: Assumes a Closing of November 11, 2022. Amounts to be updated to reflect the accrued interest as of Closing, if not November 11, 2022.

Section 1.4. Calculation of Future Investments.

(a) If, during the twelve month period ending on December 31, 2022 (the “First Measurement Period”), the Company and its Subsidiaries generate Net Revenue equal to or greater than $30,000,000 (the “First Milestone”), and the shareholders of Orgenesis Parent have approved the LLC Agreement Terms prior to the LLC Agreement Terms Deadline in accordance with Law (which requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting of shareholders) and in a manner that will ensure that Investor is able to exercise its rights under the LLC Agreement without any further action or approval by Investor, Orgenesis Parent, the shareholders of Orgenesis Parent or any other Person (collectively, “Proper Approval”, and the act of providing such Proper Approval shall be referred to as “Properly Approved”), then Investor shall make an investment in the Company equal to $10,000,000 in cash in exchange for 1,000,000 additional Class A Preferred Units (the “First Future Investment”) within twenty (20) days from the date such First Future Investment becomes final and binding in accordance with Section 1.5. For the avoidance of doubt, if (i) the Company and its Subsidiaries fail to achieve the First Milestone, or (ii) the shareholders of Orgenesis Parent have not Properly Approved the LLC Agreement Terms prior to the LLC Agreement Terms Deadline, then the Investor shall not be required to make (but in its sole discretion may elect to make) the First Future Investment.

(b) If, during the twelve month period ending on December 31, 2023 (the “Second Measurement Period”), the Company and its Subsidiaries generate Net Revenue equal to or greater than $50,000,000 (the “Second Milestone”), and the shareholders of Orgenesis Parent have Properly Approved the LLC Agreement Terms, then Investor shall make an investment in the Company equal to $10,000,000 in cash in exchange for 1,000,000 Class B Preferred Units (as defined in the LLC Agreement) (the “Second Future Investment”) within twenty (20) days from the date such Second Future Investment becomes final and binding in accordance with ‎Section 1.5. For the avoidance of doubt, if (i) the Second Milestone is not achieved or (ii) the shareholders of Orgenesis Parent have not Properly Approved the LLC Agreement Terms, then the Investor shall not be required to make (but in its sole discretion may elect to make) the Second Future Investment.

(c) Notwithstanding the foregoing, if the shareholders of Orgenesis Parent have Properly Approved the LLC Agreement Terms and the Company does not achieve the First Milestone but the Company and its Subsidiaries generate Net Revenue equal or greater to $13,000,000 for the three months ending March 31, 2023 (the “First Measurement Period Catch-Up”), then the Investor shall make the First Future Investment in addition to the Second Future Investment within twenty (20) days from the date such Second Future Investment becomes final and binding in accordance with ‎Section 1.5.

(d) At any time until consummation of a Company IPO or Change of Control (in each case, as defined in the LLC Agreement), Investor may, in its sole discretion, elect to invest up to an additional $60,000,000 in the Company in exchange for Preferred Units of the Company (any such investment, an “Optional Investment”). $10,000,000 of Optional Investment shall be to purchase Class C-1 Preferred Units based on an enterprise value of $125,000,000, with such enterprise value adjusted by any net debt as of such time; $25,000,000 of Optional Investment shall be to purchase Class C-2 Preferred Units based on an enterprise value of $156,250,000, with such enterprise value adjusted by any net debt as of such time; and $25,000,000 of Optional Investment shall be to purchase Class C-3 Preferred Units based on an enterprise value of $250,000,000, with such enterprise value adjusted by any net debt as of such time.

(e) Notwithstanding anything herein to the contrary, in the event Orgenesis Parent fails to obtain Proper Approval of the LLC Agreement Terms in accordance with Law on or before the LLC Agreement Terms Deadline, the Parties agree that Orgenesis Parent shall not be entitled to receive (but Investor may, in its sole discretion, elect to make) the First Future Investment or the Second Future Investment.

Section 1.5. Determination of Future Investments. Within one hundred twenty (120) days after the end of each of the First Measurement Period (or First Measurement Period Catch-Up, as applicable) and the Second Measurement Period, the Company shall prepare and deliver to the Investor a report (each, a “Future Investment Report”) containing the audited financial statements of the Company and its Subsidiaries on a consolidated basis. In addition, the Company shall prepare a report, for the applicable Measurement Period, setting forth the Company’s calculation of Net Revenue generated by the Company and its Subsidiaries during such Measurement Period and the resulting First Future Investment or Second Future Investment, as applicable. If the Investor has any objections to the calculation of Net Revenue generated by the Company and its Subsidiaries during the applicable Measurement Period and the resulting First Future Investment or Second Future Investment prepared by the Company, then the Investor will deliver a detailed written statement (each, a “Future Investment Objections Statement”) describing its objections to the Company within one hundred seventy (170) days after the end of the applicable Measurement Period. If the Investor fails to deliver the applicable Future Investment Objections Statement within such one hundred seventy (170) day period, then the calculation of Net Revenue generated by the Company and its Subsidiaries during the applicable Measurement Period and the resulting applicable Future Investment set forth in the applicable Future Investment Report shall become final and binding on all Parties. If the Investor delivers the applicable Future Investment Objections Statement within such one hundred seventy (170) day period, then the Investor and the Company will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after the Investor has submitted the applicable Future Investment Objections Statement, any remaining matters which are in dispute will be resolved by BDO USA, LLP (the “Accountants”). The Accountants will prepare and deliver a written report to the Company and the Investor and will submit a resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants’ determination of such unresolved disputes shall be final and binding upon all Parties; provided, however, that no such determination shall be any more favorable to the Company than is set forth in the applicable Future Investment Report or any more favorable to the Investor than is proposed in the applicable Future Investment Objections Statement. All costs, expenses and fees of the Accountants shall be borne by the Party whose calculation of the First Future Investment or Second Future Investment, as applicable, has the greatest difference from the final First Future Investment or Second Future Investment, as applicable, as determined by the Accountants under this ‎Section 1.5. Upon the First Future Investment and the Second Future Investment, as applicable, becoming final and binding in accordance with this ‎Section 1.5, the Investor shall pay such First Future Investment (if any) and such Second Future Investment (if any), as applicable, to the Company in accordance with ‎Section 1.3(b).

Section 1.6. Earnout.

(a) If, during the twelve month period ending on December 31, 2023, the Company and its Subsidiaries generate (i) Net Revenue equal to or greater than $70,000,000, (ii) Gross Profit equal to or greater than $35,000,000 and (iii) EBITDA equal to or greater than $10,000,000, then Investor shall make (or cause to be made) a one-time cash payment of $10,000,000 to Orgenesis Parent (the “Earnout Payment”) in accordance with Section 1.3(c).

(b) Within one hundred twenty (120) days after December 31, 2023, the Company shall prepare and deliver to the Investor a detailed written report (an “Earnout Report”) setting forth in detail the Company’s good faith calculations of Net Revenue, Gross Profit and EBITDA of the Company and its Subsidiaries on a consolidated basis for the twelve month period ending on December 31, 2023. The Earnout Report shall include reasonable detail and be accompanied by (x) supporting documentation, and (y) a certificate duly executed by an officer of the Company certifying that the Earnout Report, and all amounts and calculations set forth therein, were determined in accordance with the applicable definitions and provisions of this Agreement. During the one hundred seventy (170) day period immediately following the Investor’s receipt of the Earnout Report, the Investor and its representatives (i) will be permitted to review, upon reasonable notice, the Company’s books and records and the working papers related to the preparation of the Earnout Report (including the determinations included therein), and (ii) will be given access, upon reasonable notice, to knowledgeable employees and accounting professionals of the Company in order to facilitate the Investor’s review of the Earnout Report. If the Investor has any objections to any of such calculations prepared by the Company, then the Investor will deliver a detailed written statement (an “Earnout Objections Statement”) describing its objections to the Company within one hundred seventy (170) days after delivery of the Earnout Report. If the Investor fails to deliver the Earnout Objections Statement within such one hundred seventy (170) day period, then the calculations set forth in the Earnout Report shall become final and binding on all Parties. If the Investor delivers the Earnout Objections Statement within such one hundred seventy (170) day period, then the Investor and the Company will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after the Investor has submitted the Earnout Objections Statement, any remaining matters which are in dispute will be resolved by the Accountants. The Accountants will prepare and deliver a written report to the Company and the Investor and will submit a resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants’ determination of such unresolved disputes shall be final and binding upon all Parties; provided, however, that no such determination shall be any more favorable to the Company than is set forth in the Earnout Report or any more favorable to the Investor than is proposed in the Earnout Objections Statement. All costs, expenses and fees of the Accountants shall be borne by the Party whose calculations for purposes of Section 1.6(a) has the greatest difference from the final calculations for purposes of Section 1.6(a), as determined by the Accountants under this Section 1.6(b). Upon the Earnout Payment (if any) becoming final and binding in accordance with this Section 1.6, the Investor shall pay such Earnout Payment (if any) to the Company in accordance with Section 1.3(c).

Section 1.7. Calculations. All calculations of Net Revenue, Gross Profit and EBITDA under this Agreement, whether estimates or otherwise, shall be determined in accordance with GAAP. Notwithstanding the foregoing, for purposes of Section 1.6, the calculations of Net Revenue, Gross Profit and EBITDA shall exclude (i) revenue generated from Koligo’s product, KYSLECEL, in the United States, (ii) revenue received from the Company’s Affiliates, Orgenesis Parent’s Subsidiaries (other than the Company and its Subsidiaries) or any of the Company’s or its Affiliates’ respective directors, officers, employees, equityholders or other related parties (excluding ordinary course revenue from Image Securities FZE), and (iii) any amounts received by the Company or any of its Subsidiaries from any Governmental Body pursuant to a grant or any other similar award or reimbursement.

Section 1.8. Closing. The closing of the transactions contemplated by this Agreement with respect to the Initial Investment (the “Initial Closing”) shall take place on the date all of the conditions set forth in Sections ‎5.1 and ‎5.2 (other than conditions that by their nature are to be satisfied at the Initial Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Initial Closing) have been satisfied or, to the extent permissible, waived in writing by the party or parties entitled to the benefit of such conditions, and payment of the Cash Payment is made by the Investor to the Company pursuant to the terms of this Agreement (the “Initial Closing Date”); provided that the Initial Closing shall not occur prior to November 11, 2022. In the event there is more than one closing, the term “Closing” shall apply to each such closing unless otherwise specified and the term “Closing Date” shall apply to the date of each such Closing. The Parties may execute this Agreement electronically by the mutual exchange of facsimile or portable document format (.PDF) signatures on the Closing Date. All transactions contemplated herein to occur on and as of the Closing Date shall be deemed to have occurred simultaneously and to be effective as of 12:01 a.m. New York time on such date.

Section 1.9. Use of Proceeds. The Company shall use the proceeds received by the Company from the Cash Payment hereunder as follows: (i) $25,000,000 of the Initial Investment shall be used to support expansion of the Business, including developing additional POCare Centers and Orgenesis Mobile Processing Units and Labs (“OMPUL”) capital expenditures, and (ii) $5,000,000 of the Cash Payment may be distributed to Orgenesis Parent in partial redemption of Orgenesis Parent’s equity of the Company. The Company shall use the proceeds received by the Company from the Future Investments hereunder as follows: (i) at least $15,000,000 of the Future Investment shall be used to support expansion of the Business, including developing additional POCare Centers and OMPUL capital expenditures, (ii) up to $2,500,000 of the First Future Investment may be distributed to Orgenesis Parent in partial redemption of Orgenesis Parent’s equity of the Company and (iii) up to $2,500,000 of the Second Future Investment may be distributed to Orgenesis Parent in partial redemption of Orgenesis Parent’s equity of the Company.

Section 1.10. Accounts Receivable Adjustment.

(a) In the event that any accounts receivable of the Company or its Subsidiaries included on Company’s Financial Statements as of September 30, 2022 remain uncollected more than ninety (90) days past scheduled collection date as of the date that is sixty (60) days after the Closing Date, then the Debt Adjustments shall be adjusted upward accordingly (and as a result, the Purchase Price shall be adjusted downward accordingly) on a dollar-for-dollar basis for any such uncollected amounts (the “AR Adjustment”). Orgenesis Parent shall forfeit, for no consideration, a number of common units of the Company (the “Company Common Units”) to give effect to the AR Adjustment. The Company shall use its good faith efforts to collect all accounts receivable following the Closing.

(b) Within thirty (30) days after January 31, 2023, the Company shall prepare and deliver to the Investor a detailed written report (an “AR Adjustment Report”) setting forth in detail the accounts receivable of the Company and its Subsidiaries included in the Financial Statements as of September 30, 2022 that remain uncollected after ninety (90) days past scheduled collection date as of the date that is sixty (60) days after the Closing Date, the related downward adjustment to the Purchase Price (if any) and the number of Company Common Units to be forfeited by Orgenesis Parent (if any), for no additional consideration. The AR Adjustment Report shall include reasonable detail and be accompanied by supporting documentation. During the sixty (60) day period immediately following the Investor’s receipt of the AR Adjustment Report, the Investor and its representatives (i) will be permitted to review, upon reasonable notice, the Company’s books and records and the working papers related to the preparation of the AR Adjustment Report (including the determinations included therein), and (ii) will be given access, upon reasonable notice, to knowledgeable employees and accounting professionals of the Company in order to facilitate the Investor’s review of the AR Adjustment Report. If the Investor has any objections to the AR Adjustment Report, then the Investor will deliver a detailed written statement (an “AR Adjustment Objections Statement”) describing its objections to the Company within sixty (60) days after delivery of the AR Adjustment Report. If the Investor fails to deliver the AR Adjustment Objections Statement within such sixty (60) day period, then the calculations set forth in the AR Adjustment Report shall become final and binding on all Parties. If the Investor delivers the AR Adjustment Objections Statement within such sixty (60) day period, then the Investor and the Company will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after the Investor has submitted the AR Adjustment Objections Statement, any remaining matters which are in dispute will be resolved by the Accountants. The Accountants will prepare and deliver a written report to the Company and the Investor and will submit a resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants’ determination of such unresolved disputes shall be final and binding upon all Parties; provided, however, that no such determination shall be any more favorable to the Company than is set forth in the AR Adjustment Report or any more favorable to the Investor than is proposed in the AR Adjustment Objections Statement. All costs, expenses and fees of the Accountants shall be borne by the Party whose calculations for purposes of Section 1.10(a) has the greatest difference from the final calculations for purposes of Section 1.10(a), as determined by the Accountants under this Section 1.10(b). Upon the AR Adjustment becoming final and binding in accordance with this Section 1.10(b), the Purchase Price shall be automatically adjusted downward accordingly (if applicable) and the applicable number of Company Common Units (if any) of Orgenesis Parent shall be forfeited and cancelled for no consideration.

Section 1.11. Intercompany Loan. Orgenesis Parent shall use commercially reasonable efforts to terminate the loan between the South Korea Sub and Orgenesis Parent (the “South Korea Loan”) as promptly as practicable following the Closing (and in no event more than sixty (60) days after the Closing) without any cost or liability to the South Korea Sub. The outstanding amount of the South Korea Loan as of the date hereof shall be included as a Debt Adjustment for purposes of this Agreement; provided that if the South Korea Loan has been fully cancelled by the date that is sixty (60) days after the Closing, the Purchase Price shall be adjusted upward on a dollar-for-dollar basis for such amount that is no longer outstanding (the “Intercompany Loan Adjustment”). Within thirty (30) days after January 31, 2023, the Company shall prepare and deliver to the Investor a written confirmation of whether the South Korea Loan has been cancelled (accompanied by supporting documentation), which shall be reasonably acceptable to the Investor. Upon the Intercompany Loan Adjustment becoming final and binding in accordance with this Section 1.11, the Purchase Price shall be automatically adjusted upward accordingly (if applicable) and the Company shall issue the applicable number of Company Common Units (if any) to Orgenesis Parent for no consideration.

Article 2
Representations and Warranties Concerning Transaction

Section 2.1. Representations and Warranties of Orgenesis Parent. Orgenesis Parent, on behalf of itself only, represents and warrants to Investor that the statements contained in this ‎Section 2.1 are correct and complete as of the date hereof and as of the Closing Date, except as set forth in the corresponding section of the Disclosure Schedule. The Parties hereby agree that any items, references or disclosures made in the Disclosure Schedule shall be subject to ‎Section 9.15.

(a) Authorization of Transaction. Orgenesis Parent is duly formed, validly existing and in good standing under the Laws of the State of Nevada. Orgenesis Parent has full power, authority and legal capacity to execute and deliver this Agreement and the Ancillary Agreements to which Orgenesis Parent is a party and to perform Orgenesis Parent’s obligations hereunder and thereunder. The execution and delivery by Orgenesis Parent of this Agreement and the Ancillary Agreements to which Orgenesis Parent is a party and the completion of the Transactions have been duly approved by all requisite action of Orgenesis Parent. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the other parties thereto, this Agreement and each Ancillary Agreement to which Orgenesis Parent is a party constitute the valid and legally binding obligation of Orgenesis Parent, enforceable against Orgenesis Parent in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. Except as set forth on ‎Section 2.1(a) of the Disclosure Schedule, Orgenesis Parent is not required to give any notice to, make any filing with, or obtain any Consent of any Governmental Body or any other Person in connection with the consummation of the Transactions.

(b) Non-contravention. Except as set forth in ‎Section 2.1(b) of the Disclosure Schedule, the execution and the delivery of this Agreement and the Ancillary Agreements to which Orgenesis Parent is a party, and the consummation of the Transactions, will not (i) violate or conflict with any Law or Order to which Orgenesis Parent is subject, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or Consent under any Contract to which Orgenesis Parent is a party or by which Orgenesis Parent or any of its Subsidiaries is bound or to which any of Orgenesis Parent’s or assets is subject, (iii) result in the imposition or creation of a Lien upon or with respect to the Preferred Units or any asset of Orgenesis Parent, or (iv) violate any provision of the Organizational Documents of Orgenesis Parent.

(c) Brokers’ Fees. Orgenesis Parent has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to this Agreement or any Ancillary Agreement or the Transactions other than Perella Weinberg Partners LP.

(d) Company Securities. At the Closing, the Company will issue the Preferred Units to Investor, free and clear of any Liens. Neither Orgenesis Parent nor the Company is a party to, and the Company Securities are not subject to, any option, warrant, purchase right or other Contract or commitment that could require the Company or Orgenesis Parent to sell, transfer, or otherwise dispose of any Company Securities or any other equity interests of the Company (other than this Agreement). Other than as set forth in the LLC Agreement, neither Orgenesis Parent nor the Company is a party to any voting trust, proxy or other Contract with respect to the voting of any Company Securities or any other equity interests of the Company.

(e) Litigation. Orgenesis Parent is not engaged in or a party to or, to the Knowledge of Orgenesis Parent, threatened with any complaint, charge, Proceeding, Order or other process or procedure for settling disputes or disagreements with respect to the Company or any of its Subsidiaries or the Transactions, and Orgenesis Parent has not received written or, to the Knowledge of Orgenesis Parent, oral notice of a claim or dispute that is reasonably likely to result in any such complaint, charge, Proceeding, Order or other process or procedure for settling disputes or disagreements with respect to the Company or any of its Subsidiaries or the Transactions.

(f) Reorganization. Orgenesis Parent had full power, authority and legal capacity to execute the documents and consummate the transactions necessary to effectuate the Reorganization. The execution of the documents and consummation of the transactions necessary to effectuate the Reorganization were duly approved by all requisite action of Orgenesis Parent. All of the transactions necessary to effectuate the Reorganization were consummated in accordance with applicable Law. All assets (tangible and intangible), properties and rights owned or developed, in whole or in part, by Orgenesis Parent in connection with the operation of the Business or owned or licensed by Orgenesis Parent and used in the operation of the Business at any time prior to Closing or contemplated to be used in the Business following Closing, were properly transferred, at or prior to Closing and concurrently with the investment contemplated by this Agreement, free and clear of all Liens to the Company and its Subsidiaries as a result of the Reorganization.

(g) Subsidiaries. Orgenesis Parent represents that each of its applicable Subsidiaries has taken the necessary actions (including the execution and delivery of all necessary documents and agreements), and received the necessary approvals, required to consummate the Transactions and that such actions and the consummation of the Transactions will not (i) violate or conflict with any Law or Order to which any of the Subsidiaries of Orgenesis Parent is subject, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or Consent under any Contract to which any such Subsidiary is a party or by which any such Subsidiary is bound or to which any of their assets is subject, (iii) result in the imposition or creation of a Lien upon or with respect to any asset of any such Subsidiary, or (iv) violate any provision of the Organizational Documents of any such Subsidiary. All assets (tangible and intangible), properties and rights owned, licensed or developed, in whole or in part, by any of the Subsidiaries of Orgenesis Parent that are required to operate the Business or used in the operation of the Business any time during the twelve (12) months prior to Closing, have been properly transferred free and clear of all Liens to the Company or one of its Subsidiaries as a result of the Reorganization.

Section 2.2. Representations and Warranties of Investor. Investor represents and warrants to the Company and Orgenesis Parent that the statements contained in this ‎Section 2.2 are correct and complete as of the date hereof and as of the Closing Date.

(a) Organization of Investor. Investor is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware.

(b) Authorization of Transaction. Investor has full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which Investor is a party and to perform Investor’s obligations hereunder and thereunder. The execution and delivery by Investor of this Agreement and the Ancillary Agreements to which Investor is a party and the performance by Investor of the Transactions have been duly approved by all requisite entity level action of Investor. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the other parties thereto, this Agreement and each Ancillary Agreement to which Investor is a party constitute the valid and legally binding obligation of Investor, enforceable against Investor in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. Investor is not required to give any notice to, make any filing with, or obtain any Consent of any Governmental Body or any other Person in order to consummate the Transactions.

(c) Non-contravention. Neither the execution and the delivery of this Agreement nor the Ancillary Agreements to which Investor is a party, nor the consummation of the Transactions, will (i) violate or conflict with any Law or Order to which Investor is subject, (ii) violate any provision of the Organizational Documents of Investor or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or Consent under any Contract to which Investor is a party or by which it is bound or to which any of its assets is subject.

(d) Brokers’ Fees. Investor does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the Transactions for which Orgenesis Parent or the Company could become liable or obligated, other than to William Blair & Company, L.L.C. For the avoidance of doubt, neither Orgenesis Parent nor the Company shall be responsible for any liability or obligation to William Blair & Company, L.L.C. in connection with the Transactions.

(e) Investment. Investor is not acquiring the Preferred Units with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.

(f) Accredited Investor Status; Investment Experience. Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Investor has such knowledge and experience in financial and business matters such that the Investor is capable of evaluating the merits and risks of an investment in the Preferred Units, or has consulted with advisors who possess such knowledge and experience. The Investor is able to bear the economic risk and a complete loss of its investment in the Company for an indefinite period of time.

(g) Reliance on Exemptions. Investor understands that the Preferred Units and any other capital stock into which such Preferred Units is convertible (collectively, the “Securities”) are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company and Orgenesis Parent are relying in part upon the truth and accuracy of, and Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Investor set forth herein in order to determine the availability of such exemptions and the eligibility of such Investor to acquire the Securities.

(h) Information. Investor acknowledges that it has received all of the information it considers necessary or appropriate for deciding whether to acquire the Securities. Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company.

(i) No Government Review. Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(j) Transfer or Resale. Investor understands that: (i) the Securities have not been and may not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder; and (iii) except as set forth in the LLC Agreement, neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder unless otherwise agreed to by the Company and Investor.

(k) There is no Contract of Investor to (i) dispose of the Preferred Units issued pursuant to this Agreement, (ii) require the Company to redeem any of the Preferred Units held by Investor (other than pursuant to the redemption rights set forth in the LLC Agreement), or (iii) require the Company to issue to Investor any stock of the Company for services rendered to, or for the benefit of, the Company in connection with the proposed transaction.

Nothing contained in this ‎Section 2.2, nor any breach by Investor of any of its representations contained in this ‎Section 2.2, shall limit, modify, amend or affect in any way Investor’s right (i) to rely on the representations and warranties contained in this Agreement or (ii) to receive indemnification from Orgenesis Parent in connection with any breach of any representations and warranties contained in this Agreement. For the sake of clarity, nothing in this paragraph shall derogate from, or limit, any of the restrictions, exclusions or limitations to Investor’s right to receive indemnification from Orgenesis Parent set forth in ‎Section 4.9, ‎Article 6 and ‎Section 9.15.

Article 3
Representations and Warranties Concerning the Company and its Subsidiaries

The Company represents and warrants to Investor that the statements contained in this ‎Article 3 are correct and complete as of the date hereof and as of the Closing Date, except as set forth in the corresponding section of the Disclosure Schedule.

Section 3.1. Organization, Qualification, and Power. Section 3.1(a) of the Disclosure Schedule sets forth the jurisdiction of incorporation or formation of the Company and each of its Subsidiaries and each state or other jurisdiction in which the Company and each of its Subsidiaries is licensed or qualified to do business. The Company and each of its Subsidiaries are duly organized, validly existing and in good standing under the Laws of their respective jurisdictions of incorporation or formation. The Company and each of its Subsidiaries are duly authorized to conduct their business and are in good standing under the Laws of each jurisdiction where such qualification is required. The Company and each of its Subsidiaries have full power and authority and all Permits necessary to carry on the businesses in which they are engaged and to own, lease and use the properties owned, leased and used by them. Section 3.1(b) of the Disclosure Schedule lists the board of directors, managers, management board and officers, as the case may be, of the Company and each of its Subsidiaries. The Company has delivered to Investor correct and complete copies of the Organizational Documents, the minute book and equity interest record books for the Company and each of its Subsidiaries, each of which is correct and complete. Neither the Company nor any of its Subsidiaries is in default under or in violation of any provision of their Organizational Documents.

Section 3.2. Authorization of Transaction. The Company and each of its Subsidiaries has full power, authority and legal capacity to execute and deliver the Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by the Company and its Subsidiaries of the Agreement and the Ancillary Agreements to which it is a party and the performance by the Company and its Subsidiaries of the Transactions have been duly approved by all requisite entity level action of the Company and its Subsidiaries. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the other parties thereto, this Agreement and each Ancillary Agreement to which the Company and its Subsidiaries are a party constitute the valid and legally binding obligation of the Company and such Subsidiaries (as the case may be), enforceable against the Company and such Subsidiaries (as the case may be) in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. Except as set forth on ‎Section 3.2 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is required to give any notice to, make any filing with, or obtain any Consent of any Governmental Body or any other Person in connection with the consummation of the Transactions.

Section 3.3. Capitalization and Subsidiaries.

(a) All of the Company Common Units are owned beneficially and of record by Orgenesis Parent as of the date hereof and Orgenesis Parent has good and indefeasible title to all of the Company Common Units free and clear of all Liens. Upon the Initial Closing, (i) 3,019,651 Class A Preferred Units, representing 22.31% of the outstanding equity of the Company, shall be owned beneficially and of record by Investor and 10,517,908 Company Common Units, representing 77.69% of the outstanding equity of the Company, shall be owned beneficially and of record by Orgenesis Parent, (ii) the Company Common Units and the Class A Preferred Units (collectively, the “Company Securities”) shall represent one hundred percent (100%) of the outstanding equity or other ownership interests in the Company, (iii) the Company Incentive Units available for issuance pursuant to the Company’s Incentive Unit plan shall represent 12.5% of the outstanding equity or other ownership interests in the Company upon the Closing and (iv) all of the Company Securities (1) have been duly authorized and validly issued and are fully paid and nonassessable, and (2) were issued in compliance with all applicable Laws concerning the issuance of securities. Except as set forth on 3.3(a) of the Disclosure Schedule, there are no outstanding securities convertible or exchangeable into equity or other ownership interests of the Company, and other than as set forth in the LLC Agreement, there are no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem equity or other ownership interests in the Company. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to the Company. Other than as set forth in the LLC Agreement, there are no voting trusts, proxies or other Contracts with respect to the voting of the equity or other ownership interests of the Company. Upon the Closing, the Preferred Units will be delivered to Investor free and clear of all Liens, and Investor will have good and marketable title to the Preferred Units. The issuance of Company Common Units upon any conversion of the Preferred Units in accordance with the LLC Agreement has been duly authorized by all necessary action on the part of the Company, and Company Common Units have been duly reserved for issuance and, when issued upon conversion of the Preferred Units in accordance with the LLC Agreement, such Company Common Units will have been validly issued and fully paid and non-assessable, free and clear of all Liens.

(b) All of the Subsidiaries, direct and indirect, of the Company are listed in ‎Section 3.3(b)(i) of the Disclosure Schedule. ‎Section 3.3(b)(i) of the Disclosure Schedule lists the entire authorized stock, equity or other ownership interests of each such Subsidiary and the record and beneficial owner of such stock, equity or other ownership interests, all of which (i) have been duly authorized and validly issued and are fully paid and nonassessable, and (ii) were issued in compliance with all applicable Laws concerning the issuance of securities. The Company owns, directly or indirectly, all of the stock, equity or other ownership interests of the Subsidiaries listed in ‎Section 3.3(b)(i) of the Disclosure Schedule, free and clear of all Liens except as set forth in ‎Section 3.3(b)(i) of the Disclosure Schedule. There are no outstanding securities convertible or exchangeable into stock, equity or other ownership interests of any such Subsidiary, and there are no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that could require any such Subsidiary to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem stock, equity or other ownership interests in any such Subsidiary. There are no outstanding or authorized equity appreciation, phantom appreciation, profit participation or similar rights with respect to any Subsidiary required to be listed on ‎Section 3.3(b)(i) of the Disclosure Schedule. There are no voting trusts, proxies or other Contracts with respect to the voting of the stock, equity or other ownership interests of any such Subsidiary.

(c) Notwithstanding anything contained in this Agreement or in any section of the Disclosure Schedule, (i) the Company owns beneficially and of record free and clear of all Liens (A) all of the equity interests of Orgenesis Maryland LLC, a Maryland limited liability company, (B) all of the equity interests of Orgenesis Services SRL, a company organized under the laws of Belgium, (C) all of the equity of Orgenesis Germany GmbH, a German limited liability company, (D) all of the equity interests of Israel Sub, (E) all of the equity interests of South Korea Sub other than the shares of South Korea Sub referenced in ‎Section 3.3(b)(i) of the Disclosure Schedule and (F) all of the equity interests of Tissue Genesis International LLC, a Texas limited liability company, (ii) the Company has the full and unrestricted right to acquire all of the shares of South Korea Sub referenced in ‎Section 3.3(b)(i) of the Disclosure Schedule promptly after the Closing Date and any amounts payable to or obligations owed to the holder of such shares in connection with the acquisition of such shares shall be the sole responsibility of Orgenesis Parent, (iii) there are no outstanding securities convertible or exchangeable into stock, equity or other ownership interests of any of the Company’s Subsidiaries, and there are no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that could require any such Subsidiary to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem stock, equity or other ownership interests in any such Subsidiary, (iv) there are no amounts payable by the Company or any of its Subsidiaries to any former equityholder of any Subsidiary of the Company in connection with (A) the acquisition of equity interests from such former equityholder or (B) the Reorganization, and (v) any amounts payable to any former equityholder of any Subsidiary of the Company in connection with (A) the acquisition of equity interests from such former equityholder or (B) the Reorganization obligations of Orgenesis Parent.

Section 3.4. Non-contravention. Neither the execution and the delivery of this Agreement and the Ancillary Agreements to which the Company or any of its Subsidiaries is a party, nor the consummation of the Transactions, will (i) violate or conflict with any Law or Order to which the Company or any of its Subsidiaries is subject, (ii) violate or conflict with any provision of the Organizational Documents of the Company or any of its Subsidiaries, or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice, Consent or payment under any Contract or Permit to which the Company or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject (or result in the imposition or creation of any Lien upon or with respect to any of its assets).

Section 3.5. Brokers’ Fees. Except as set forth on ‎Section 3.5 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the Transactions.

Section 3.6. Assets.

(a) The Company and its Subsidiaries have good and marketable title to, or a valid leasehold interest or license in, all of the assets (tangible and intangible), properties and rights used in the operation of the Business or developed for use, in whole or in part, in connection with the Business, free and clear of all Liens, except for Permitted Liens. The assets, properties and rights owned by the Company and its Subsidiaries are all the assets, properties and rights necessary to operate the Businesses, consistent with past practice. The Company and its Subsidiaries are the only affiliates of Orgenesis Parent that are involved in the Business.

(b) The buildings, machinery, equipment and other tangible assets that the Company and its Subsidiaries own and lease are free from material defects (patent and latent), have been maintained in all material respects in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear) and are suitable for the purposes for which they are presently used. None of the personal or moveable property owned or leased by the Company or any of its Subsidiaries is located at any facility other than the Leased Real Property.

Section 3.7. Financial Statements; Interim Conduct.

(a) Attached to ‎Section 3.7(a)(i) of the Disclosure Schedule are correct and complete copies of the following financial statements of the Company and its Subsidiaries (collectively, the “Financial Statements”): (i) an unaudited consolidated pro forma profit and loss statement for the fiscal year ended December 31, 2021 (the “Most Recent Fiscal Year End”) after giving pro forma effect to the Reorganization and (ii) unaudited consolidated balance sheets and pro forma profit and loss statement (the “Most Recent Financial Statements”) as of and for the nine (9) month period ended September 30, 2022 (the “Most Recent Fiscal Month End”) after giving pro forma effect to the Reorganization. The balance sheet of the Most Recent Fiscal Month End has been prepared in accordance with GAAP consistently applied and the Financial Statements are correct and complete and consistent with the books and records of the Company and its Subsidiaries (which are in turn correct and complete), and, do not reflect any revenue or assets other than those used in the Business, and present fairly in all material respects the financial condition, results of operation of the Company and its Subsidiaries as of and for their respective dates and for the periods then ending after giving effect to the Reorganization on a pro forma basis; provided, however, that the Most Recent Financial Statements are subject to normal, recurring year-end adjustments and lack notes (none of which will be material individually or in the aggregate). ‎‎Section 3.7(a)(ii) of the Disclosure Schedule sets forth (x) a schedule setting forth all pro forma adjustments made to the Financial Statements in order to give pro forma effect to the Reorganization and (y) a reasonably detailed description of all adjustments that were made to Orgenesis Parent’s internal financial statements when preparing the Financial Statements (including the amount of each such adjustment and the methodology utilized in its determination). All adjustments set forth on ‎Section 3.7(a)(ii)‎ of the Disclosure Schedule are reasonable and were prepared in good faith by Orgenesis Parent. The Financial Statements do not reflect or include any revenues other than revenue generated from the operation of the Business and do not reflect or include any assets other than assets owned, at the time of Closing, by the Company or its Subsidiaries and used in the Business. Section 3.7(a)(iii) of the Disclosure Schedule sets forth the budget for the Company and its Subsidiaries for the nine (9) month period ended September 30, 2022 and the operations and performance of the Company and its Subsidiaries during such period has been materially consistent with such budget.

(b) Since the Most Recent Fiscal Year End, the Business has been conducted in the Ordinary Course of Business, and there has not been any Material Adverse Effect and no event has occurred which could reasonably be expected to result in a Material Adverse Effect. Except as set forth on ‎Section 3.7(b) of the Disclosure Schedule, since the Most Recent Fiscal Year End neither the Company, nor any of its Subsidiaries, nor the Business has (i) experienced any damage, destruction or loss (whether or not covered by insurance) to its assets or property (tangible or intangible) in excess of $25,000 (or $100,000 in the aggregate) or (ii) taken or agreed or omitted to take any action that, if taken or omitted during the period from the date of this Agreement through the Initial Closing Date without Investor’s consent, would constitute a breach of ‎Section 4.1.

(c) All notes and accounts receivable reflected on the Most Recent Financial Statements, and all accounts receivable of the Company and its Subsidiaries and the Business generated since the Most Recent Fiscal Month End (the “Receivables”), constitute bona fide receivables resulting from the sale of inventory, services or other obligations in favor of the Company and its Subsidiaries as to which full performance has been fully rendered, and are valid and enforceable claims. The Receivables are not subject to any pending, or to the Company’s Knowledge threatened, defense, counterclaim, right of offset, returns, allowances or credits.

(d) Except as otherwise set forth in ‎Section 3.7(d) of the Disclosure Schedule, all accounts payable of the Company and its Subsidiaries have either been paid when due, are not yet due and payable in the Ordinary Course of Business, or are being contested by the Company and its Subsidiaries in good faith.

(e) The inventory of the Company and its Subsidiaries includes only items sold by the Company and its Subsidiaries in the Ordinary Course of Business. The inventory disposed of subsequent to the date of the Most Recent Fiscal Year End has been disposed of only in the Ordinary Course of Business.

Section 3.8. Undisclosed Liabilities. The Company and its Subsidiaries do not have any, and to the Company’s Knowledge there is no basis for any, liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), except for liabilities that (a) are accrued or reserved against in the Most Recent Financial Statements, (b) were incurred subsequent to the Most Recent Fiscal Month End in the Ordinary Course of Business, (c) result from the obligations of the Company under this Agreement or the Ancillary Agreements, or (d) liabilities and obligations pursuant to any Contract listed on ‎‎Section 3.13 of the Disclosure Schedule or not required by the terms of ‎Section 3.13 to be listed on ‎Section 3.13 of the Disclosure Schedule, in either case which arose in the Ordinary Course of Business and did not result from any default, tort, breach of contract or breach of warranty.

Section 3.9. Legal Compliance.

(a) The Business and the Company and its Subsidiaries, and their respective predecessors and Affiliates, have complied and are currently in compliance with all applicable Laws and Orders (including, for the avoidance of doubt, all applicable Laws administered or issued by the U.S. Food and Drug Administration or any similar Governmental Body) in all material respects as such relate to the Business, and no Proceeding has been filed or commenced or, to the Knowledge of the Company, threatened alleging any failure so to comply. Except as otherwise set forth in ‎Section 3.9(a) of the Disclosure Schedule, since January 1, 2018, Orgenesis Parent, the Company and their Subsidiaries have not received any notice or communication alleging any non-compliance of the foregoing.

(b) ‎Section 3.9(b) of the Disclosure Schedule sets forth a correct and complete list of all material Permits held by the Company and its Subsidiaries. Such Permits (i) constitute all material Permits necessary for the operation of the Business and (ii) are in full force and effect. No Proceeding is pending or, to the Knowledge of the Company, threatened to revoke or limit any Permit.

(c) Neither the Business, nor the Company, nor any of its Subsidiaries, nor any of their officers, managers, equity holders, directors, agents, employees or any other Persons acting on their behalf has (i) violated the U.S. Foreign Corrupt Practices Act or any other applicable anti-bribery or anti-corruption Law, (ii) authorized or made any bribe, rebate, payoff, influence payment, kickback or other illegal payment or provided any unlawful compensation or gifts to any officer, employee or agent of any Governmental Body, or any employee, customer or supplier of the Business or the Company or any of its Subsidiaries, or (iii) accepted or received any unlawful contributions, payments, expenditures or gifts; and no Proceeding has been filed or commenced alleging any such contributions, payments, expenditures or gifts.

(d) The offer, sale and issuance of the Preferred Units (and any Company Common Units upon conversion of such Preferred Units) as contemplated hereby will comply with all applicable Laws.

Section 3.10. Tax Matters.

(a) The Business and the Company and its Subsidiaries have timely filed with the appropriate taxing authorities all income and other material Tax Returns that they were required to file. All such Tax Returns are true, correct and complete in all material respects. All Taxes due and owing by the Business and the Company and its Subsidiaries (whether or not shown on any Tax Return) have been timely paid. The Company and its Subsidiaries are not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. There are no Liens for Taxes (other than Permitted Liens) upon the Business, the Company Securities or any of the assets of the Company or any of its Subsidiaries.

(b) The accrual for Taxes on the Most Recent Balance Sheet, as adjusted for the passage of time through the Closing Date in accordance with past practice, would be adequate to pay all unpaid Taxes of the Company and its Subsidiaries through the Closing Date.

(c) No deficiency or proposed adjustment for any amount of material Tax has been proposed, asserted or assessed by any taxing authority against the Business or the Company and its Subsidiaries that has not been paid, settled or otherwise resolved. There is no Proceeding or audit now pending, proposed or, to the Knowledge of the Company or any of its Subsidiaries, threatened against the Company or any of its Subsidiaries with respect to any Taxes. The Business, the Company and its Subsidiaries have not been notified by any taxing authority that any issues have been raised with respect to any Tax Return. There has not been, within the past five (5) calendar years, an examination or written notice of potential examination of the Tax Returns filed with respect to the Business or the Company or any of its Subsidiaries by any taxing authority.

(d) All Taxes that are required to be withheld or collected by the Business, the Company and its Subsidiaries, including, but not limited to, Taxes arising as a result of payments (or amounts allocable), whether in cash or in kind, to foreign persons or to employees, agents, contractors or equityholders of the Company or any of its Subsidiaries, have been duly withheld and collected and, to the extent required, have been properly paid or deposited as required by applicable Laws.

(e) No claim has ever been made by any taxing authority in a jurisdiction where the Business, the Company or any of its Subsidiaries do not file a particular type of Tax Return or pay a particular type of Tax that they are or may be required to file such Tax Return or pay such Tax in that jurisdiction.

(f) None of the Business, the Company or any of its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to the payment of any Tax or any Tax assessment or deficiency, which waiver or extension is currently in effect.

(g) Neither the Company nor any of its Subsidiaries is a party to any “listed transaction,” as defined in Treasury Regulation Section 1.6011 -4(b)(2).

(h) None of the Business, the Company or any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company or Orgenesis Parent) or (ii) has any liability for the Taxes of any Person (other than any of the Company or its Subsidiaries) under Treasury Regulation Section 1.1502 -6 (or any similar provision of state, local or foreign Law), or as a transferee or successor.

(i) None of the Company or any of its Subsidiaries is a party to or bound by any Tax Sharing Agreement, other than any such agreement entered into in the ordinary course of business and not primarily related to Taxes.

(j) The Company will not be required to include an item of income, or exclude an item of deduction, for any taxable period (or portion thereof) beginning on or after (or portion thereof beginning after) the Closing Date that is as a result of any of the following: (i) a change in a method of accounting relating to any item reported in a taxable period (or portion thereof) ending on or prior to the Closing Date; (ii) use of an improper method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date; (iii) a “closing agreement” or other similar agreement executed by the Company on or prior to the Closing Date; (iv) an installment sale or open transaction disposition made on or prior to the Closing Date; (v) any intercompany transaction entered into prior to the Closing; and (vii) as the result of any COVID-19 related subsidy or any tax credit or Tax refund claimed, in respect of a Tax period (or portion thereof) ending before the Closing. The Company will not be required to accelerate the recognition of any item in income after Closing, as a result of any election under Section 965(h) of the Code.

(k) The Company did not (i) defer any Taxes under Section 2302 of the CARES Act or any similar deferral of Taxes under applicable U.S. or non-U.S. Law or (ii) claim any Tax credit under Section 2301 of the CARES Act or Sections 7001-7003 of the Families First Coronavirus Response Act, or any similar provision of U.S. or non-U.S. Law, in each case as it may be amended.

(l) None of the Business, the Company or any of its Subsidiaries has had a permanent establishment (within the meaning of an applicable Tax treaty or convention between any two relevant foreign countries) or any management and control in any country other than the country of its formation.

(m) None of the Business, the Company or any of its Subsidiaries is or has been a party to a transaction or Contract that is in conflict with the Tax Laws related to transfer pricing in any relevant jurisdiction. All applicable transfer pricing Laws have been materially complied with by the Business, the Company and its Subsidiaries, and all material documentation required by all relevant transfer pricing Laws have been prepared and, if necessary, retained.

(n) Section 3.10(n) of the Disclosure Schedule lists the United States federal tax classification of each Subsidiary of the Company.

Section 3.11. Real Property.

(a) The Business and the Company and its Subsidiaries do not own, and have never owned, any real property.

(b) ‎Section 3.11(b) of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each parcel of Leased Real Property.

(c) Subject to the respective terms and conditions in the Leases, the Company or one of its Subsidiaries is the sole legal and equitable owner of the leasehold interest in the Leased Real Property and possesses good and marketable, indefeasible title thereto, free and clear of all Liens (other than Permitted Liens).

(d) With respect to each parcel of Leased Real Property: (i) there are no pending or, to the Knowledge of the Company, threatened condemnation Proceedings, suits or administrative actions relating to any such parcel or other matters affecting adversely the current use, occupancy or value thereof; (ii) the ownership and operation of the Leased Real Property in the manner in which it is now owned and operated comply with all zoning, building, use, safety or other similar Laws in all material respects; (iii) all Improvements on any such parcel are in good operating condition, ordinary wear and tear excepted, are supplied with utilities and other services necessary for the operation of the Business as currently conducted at such facilities and safe for their current occupancy and use; (iv) neither the Company, nor any of its Subsidiaries nor Orgenesis Parent has received any notice of any special Tax, levy or assessment for benefits or betterments that affect any parcel of Leased Real Property and, to the Knowledge of the Company, no such special Taxes, levies or assessments are pending or contemplated; (v) there are no Contracts granting to any third party or parties the right of use or occupancy of any such parcel, and there are no third parties (other than the Company and its Subsidiaries) in possession of any such parcel except for such Contracts relating to Orgenesis Parent and/or its Subsidiaries that are set forth on ‎Section 3.11(d) of the Disclosure Schedule; and (vi) each such parcel has adequate vehicular access to a road and there is no pending or, to the Knowledge of the Company, threatened termination of such access. The Leased Real Property comprises all of the real property used or intended to be used in the Business, and neither the Company nor any of its Subsidiaries is a party to any Contract, option or right of first refusal to purchase any real property or any portion thereof or interest therein.

Section 3.12. Intellectual Property.

(a) The Company and its Subsidiaries own and possess or have the right to use pursuant to a valid and enforceable written Contract, all Intellectual Property used in or necessary for the operation of the Business free and clear of all Liens. Neither Orgenesis Parent nor any of its Subsidiaries (other than the Company or any of its Subsidiaries) own or have any license or other right to use any Intellectual Property used or held for use in the operation of the Business as currently conducted.

(b) To the Company’s Knowledge, the operation of the Business and the Company and its Subsidiaries (and the Business’s and the Company’s and its Subsidiaries’ Intellectual Property, products, services and methods of operation) have not infringed upon, misappropriated, or otherwise violated any Intellectual Property rights of any third parties in any respect, and none of Orgenesis Parent, the Company, nor any of their Subsidiaries, nor any of their directors, managers and officers, has received any written charge, complaint, claim, demand, or notice alleging any such infringement, misappropriation, or violation (including any written claim that the Business or the Company or any of its Subsidiaries must license or refrain from using any Intellectual Property rights of any third party and no Proceeding involving any such charge, complaint, claim, demand or notice is pending or, to the Company’s Knowledge, otherwise threatened). To the Company’s Knowledge, no third party has challenged in any respect, infringed upon, misappropriated, or otherwise violated any Intellectual Property rights of the Business or the Company or any of its Subsidiaries. ‎‎Section 3.12(b) of the Disclosure Schedule sets forth a complete and accurate list and description of any charge, complaint, claim, demand, notice or Proceeding made, filed or asserted by the Business, the Company or any of its Subsidiaries since January 1, 2016 alleging that a third party has interfered with, challenged, infringed upon, misappropriated, or otherwise violated any Intellectual Property rights of the Business, the Company or its Subsidiaries.

(c) Sections ‎3.12(c)(i)-‎(iii) of the Disclosure Schedule identify the following registered or applied for Intellectual Property that is owned by the Company or any of its Subsidiaries or currently used in the conduct of the Business: (i) all Patents; (ii) all Trademarks; and (iii) all Copyrights. Section 3.12(c)(iv) of the Disclosure Schedule identifies all Internet domain names owned by the Company and its Subsidiaries. Section 3.12(c)(v) of the Disclosure Schedule identifies each material license, sublicense, agreement, or other permission pursuant to which the Business, the Company or any of its Subsidiaries have granted any rights to any third party with respect to any of its Intellectual Property (together with any exceptions). The Company and its Subsidiaries have all right, title and interest in and to, free and clear of any Lien, license, or other restriction or limitation regarding use, and have the sole and exclusive right to use all the Intellectual Property required to be disclosed on Sections 3.12(c)(i)-(iv) of the Disclosure Schedule (the “Designated Intellectual Property”) (subject to the applicable license agreements listed in Section 3.12(c)(v) of the Disclosure Schedule), and such Intellectual Property is not subject to any outstanding Order restricting the use or licensing thereof by the Company or any of its Subsidiaries or adjudging any such Intellectual Property invalid or unenforceable, and the Business, the Company and its Subsidiaries have not received any written claim challenging the validity or effectiveness of such Intellectual Property, and such Intellectual Property is valid and enforceable.

(d) The Business or the Company (or its Subsidiaries to the extent applicable) have made all necessary filings and paid all necessary registration, maintenance and renewal fees to maintain the Designated Intellectual Property and all documents and certificates related to such items have been filed with the relevant Governmental Body or other authorities in the applicable jurisdiction for the purposes of maintaining such items.

(e) The Company and its Subsidiaries are the sole and exclusive owners of all Intellectual Property owned or purported to be owned by the Company and its Subsidiaries. Each item of Intellectual Property owned or used by the Business immediately prior to the Closing will be owned or available for use, respectively, by the Company and its Subsidiaries immediately subsequent to the Closing on identical terms and conditions as owned or used by the Business, the Company and its Subsidiaries immediately prior to the Closing.

(f) ‎Section 3.12(f) of the Disclosure Schedule identifies all third party Software used by the Company and its Subsidiaries in the operation of the Business (except for “off-the-shelf,” commercially-available software). The Business has not owned or used, and the Company and its Subsidiaries do not own or use, any Software developed by or for the Business, the Company or its Subsidiaries. The Company and its Subsidiaries have the right to use, pursuant to a valid and enforceable written Contract, all Software used by and in the operation of the Business. All IT Assets operate and perform in a manner that permits the Company and its Subsidiaries to conduct their business as currently conducted. The Company and its Subsidiaries have taken commercially reasonable actions, consistent with current industry standards, to protect the confidentiality, integrity and security of the IT Assets (and all information and transactions stored or contained therein or transmitted thereby) against any unauthorized use, access, interruption, modification or corruption, including the implementation of commercially reasonable (A) data backup, (B) disaster avoidance and recovery procedures and (C) business continuity procedures, in each case consistent with industry practices.

(g) All Intellectual Property owned by the Company and its Subsidiaries was developed by (i) employees of the Business, the Company or its Subsidiaries within the scope of their employment; or (ii) independent contractors who have entered into written agreements with the Business, the Company or one of its Subsidiaries that assigned all right, title and interest in and to any Intellectual Property developed to the Company or one of its Subsidiaries and whereby the ownership of such Intellectual Property vested immediately in the Company and its Subsidiaries (and to the extent that such vesting did not occur, the independent contractor is required to assign all such ownership to the Company and its Subsidiaries without further consideration). Except as set forth in ‎Section 3.12(g) of the Disclosure Schedule, no employee or independent contractor of the Business, the Company or any of its Subsidiaries has entered into any agreement, contract, obligation, promise or undertaking (whether written or oral and whether express or implied) that restricts or limits in any way the scope of the Intellectual Property owned by the Company and its Subsidiaries or requires the employee or independent contractor to transfer, assign or disclose information concerning the Intellectual Property owned by the Company and its Subsidiaries to anyone other than the Company and its Subsidiaries.

(h) ‎Section 3.12(h) of the Disclosure Schedule contains a complete and accurate list of all rights in Internet domain names, user names, handles and social media site names presently used or owned by the Company or its Subsidiaries or otherwise used in connection with the Business. The Company or its Subsidiaries own or have the right to use all such Internet domain names, subdomains, URLs, website names, social media site names, user names, handles, email addresses, log-in names, passwords, pin numbers, customer numbers, and the like, or other account information necessary to access, transfer, use and update all of the foregoing presently used or owned by the Company or its Subsidiaries (collectively “Net Names”). All Net Names have been registered in the name of the Company or its Subsidiaries and are, and have been, in compliance with all Laws. No Net Name has been or is now involved in any dispute, opposition, invalidation or cancellation Proceeding and, to the Company’s Knowledge, no such action is threatened with respect to any Net Name. In addition, to the Knowledge of the Company and its Subsidiaries: (i) no Net Name has been challenged, interfered with or threatened in any way and (ii) no Net Name infringes, interferes with or is alleged to interfere with or infringe any Trademark, Copyright, domain name or other Intellectual Property of any other Person.

(i) The Company and its Subsidiaries have taken all necessary and reasonable steps to protect and preserve the confidentiality of all material trade secrets, know-how, source code, databases, customer lists, schematics, ideas, algorithms and processes and all use, disclosure or appropriation thereof by or to any Person has been pursuant to the terms of a written agreement between such third party and the Company and its Subsidiaries. The Company and its Subsidiaries have complied with all of its material confidentiality obligations under each Contract to which the Company and its Subsidiaries are a party.

Section 3.13. Contracts.

(a) ‎Section 3.13(a) of the Disclosure Schedule lists the following Contracts to which the Company or any of its Subsidiaries is a party and is currently in effect:

(i) each Contract with any Material Customer or Material Vendor;

(ii) each material lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property;

(iii) each joint venture, partnership or Contract involving a sharing of profits, losses, costs or liabilities with any other Person;

(iv) each Contract relating to the acquisition, sale, transfer or disposition by the Company or any of its Subsidiaries of any material assets or properties, or of the operating business or the capital stock of or other equity interests in any other Person;

(v) each Contract that contains provisions granting any rights of first refusal, rights of first negotiation, rights of exclusivity, most favored nations or similar rights to any Person;

(vi) each Contract for the purchase, sale or license of any assets of the Company or any of its Subsidiaries, other than in the Ordinary Course of Business, and each Contract granting an option or preferential rights to purchase, sell or license any assets of the Company or any of its Subsidiaries;

(vii) each Contract in which a Governmental Body is a counterparty;

(viii) each Contract containing any covenant that purports to restrict the business activity of the Company or any of its Subsidiaries or limit the freedom of the Company or any of its Subsidiaries to engage in any line of business or to compete with any Person;

(ix) each Contract for or relating to, or evidencing or guaranteeing, Debt;

(x) each Contract providing for the payment of any cash or other compensation or benefits in connection with the Transactions;

(xi) each Contract with any labor union or labor organization or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan or practice, whether formal or informal, or any severance agreement or arrangement;

(xii) each Contract under which the Company or any of its Subsidiaries has advanced or loaned any amounts to any Person;

(xiii) each franchise, dealership, vendor, manufacturing or service center agreements;

(xiv) each Contract with Orgenesis Parent or any Affiliate of the Company, any of its Subsidiaries, or Orgenesis Parent;

(xv) any settlement or similar agreement;

(xvi) each employment or consulting Contract or other Contract with any of their officers, managers, partners, directors, employees, agents or representatives in excess of $175,000;

(xvii) each Intellectual Property Agreement;

(xviii) each Contract which purports to be binding on Affiliates of the Company (other than the Company’s Subsidiaries); and

(xix) any other agreement material to the Company or any of its Subsidiaries whether or not entered into in the Ordinary Course of Business.

(b) The Company has made available to Investor a correct and complete copy of each written Material Contract, together with all amendments, exhibits, attachments, waivers or other changes thereto. ‎Section 3.13(b) of the Disclosure Schedule contains an accurate and complete description of all material terms of all oral Material Contracts (if any).

(c) Each Material Contract is legal, valid, binding, enforceable, in full force and effect and will continue to be legal, valid, binding and enforceable on identical terms following the Closing Date. Except as specifically disclosed and described in ‎Section 3.13(c) of the Disclosure Schedule, (i) no Material Contract has been breached or cancelled by the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, (ii) the Company or each of its Subsidiaries has materially performed all obligations under such Material Contracts required to be performed by the Company or such Subsidiary, (iii) there is no event which, upon giving of notice or lapse of time or both, would constitute a breach or default under any such Material Contract by the Company or any of its Subsidiaries, or to the Company’s Knowledge, by any other party, or would permit the termination, modification or acceleration of such Material Contract, (iv) no party has given notice of breach, default, termination or non-renewal of any Material Contract, and (v) neither the Company nor any of its Subsidiaries has assigned, delegated or otherwise transferred to any Person any of its rights, title or interest under any such Material Contract.

(d) ‎Section 3.13(d) of the Disclosure Schedule sets forth each Contract to which Orgenesis Parent or any of its Subsidiaries is a party that is used in the operation of the Business or was used in the operation of the Business any time during the twelve (12) months prior to Closing.

Section 3.14. Insurance. ‎Section 3.14(a) of the Disclosure Schedule sets forth the following information with respect to each insurance policy (including policies providing property, casualty, liability, director & officer, and workers’ compensation coverage and bond and surety arrangements) with respect to which the Company or any of its Subsidiaries is a party, a named insured, or otherwise the beneficiary of coverage (collectively, the “Company Insurance Agreements”): (a) the name of the insurer, the name of the policyholder, and the name of each covered insured; (b) the policy number and the period of coverage; and (c) a description of any retroactive premium adjustments or other material loss-sharing arrangements.

There is no claim by the Company or any of its Subsidiaries or any other Person pending under any such policies and bonds related to the Business as to which coverage has been questioned, denied or disputed. All premiums payable under all such policies and bonds have been paid. To the Company’s Knowledge, there are no threatened terminations of, or material premium increases with respect to, any of such policies or bonds. ‎Section 3.14(b) of the Disclosure Schedule sets forth a list of all claims made under the Company Insurance Agreements, or under any other insurance policy, bond or agreement covering the Business, the Company or any of its Subsidiaries or their operations since January 1, 2018. Except as otherwise set forth in ‎Section 3.14(b) of the Disclosure Schedule, since January 1, 2018, the Business, the Company and its Subsidiaries have maintained insurance policies with coverage and policy limits that are substantially similar to the coverage and policy limits provided by the Company Insurance Agreements.

Section 3.15. Litigation. Except as set forth in Section 3.15(a) of the Disclosure Schedule, there are no (and during the last four (4) years preceding the date hereof, there have not been any) complaints, charges, Proceedings, Orders, or investigations pending or, to the Knowledge of the Company, threatened or anticipated relating to or affecting the Business, the Company or any of its Subsidiaries. There is no outstanding Order to which the Business, the Company or any of its Subsidiaries (or any officers or directors of the Company or its Subsidiaries that would affect the Company or its Subsidiaries) is subject. Section 3.15(b) of the Disclosure Schedule sets forth an accurate list and description of all Proceedings that the Company or any of its Subsidiaries or Orgenesis Parent or its Affiliates (to the extent related to the Company or its Subsidiaries or the Business) has initiated or threatened in writing to initiate since January 1, 2018.

Section 3.16. Employees.

(a) ‎Section 3.16(a)(i) of the Disclosure Schedule sets forth a complete and correct list of all Company Employees and consultants of the Company and its Subsidiaries, showing for each: (i) name, (ii) hire date, (iii) current job title, (iv) actual base salary, bonus, commission or other remuneration paid during 2021, (v) 2022 base salary level and 2022 target bonus, and (vi) indicating whether there has been any increase in compensation, bonus, incentive, or service award or any grant of any severance or termination pay or any other increase in benefits or any commitment to do any of the foregoing since January 1, 2022. ‎Section 3.16(a)(ii) of the Disclosure Schedule sets forth a complete and correct list of all employees or contractors of Orgenesis Parent or any of its Subsidiaries who, any time during the twelve (12) months prior to Closing, were utilized in the operation of the Business or spent a material amount of time working on matters related to, or providing material services in, the operation of the Business.

(b) The Company has provided Investor with access to complete and correct copies of all trade secret, non-compete, non-disclosure and invention assignment agreements, and all manuals and handbooks applicable to any current or former director, manager, officer, employee or consultant of the Company or any of its Subsidiaries. The employment or consulting arrangement of each officer, employee or consultant of the Company and its Subsidiaries is, subject to applicable Laws involving the wrongful termination of employees and consultants, terminable at will (without the imposition of penalties or damages) by the Company or its Subsidiaries as the case may be, and neither the Company nor any of its Subsidiaries has any severance obligations if any such officer, employee or consultant is terminated. To the Knowledge of the Company, no officer, employee or consultant of the Company or any of its Subsidiaries or any group of officers, employees or consultants of the Company or any of its Subsidiaries has any plans to terminate its employment or consulting arrangement with the Company or any of its Subsidiaries.

(c) Neither the Business, nor the Company nor any of its Subsidiaries has experienced (nor, to the Knowledge of the Company, has it been threatened with) any strike, slow down, work stoppage or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the past three (3) years. Neither the Business, nor the Company nor any of its Subsidiaries has committed any material unfair labor practice. The Company has no Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to Company Employees. The Business and the Company and each of its Subsidiaries have paid in full to all of its employees and independent contractors all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees and independent contractors.

(d) Except as would not result in material Liability to the Company or any of its Subsidiaries, the Company and its Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including, without limitation, applicable Laws regarding terms and conditions of employment, wage and hour (including the classification of independent contractors and exempt and non-exempt employees), payroll documents and wage statements, wage payment, immigration (including the verification of I-9s for all employees and the proper confirmation of employee visas), discrimination, harassment, retaliation, whistleblower protection, termination or discharge, restrictive covenants, disability rights or benefits, equal opportunity (including compliance with any affirmative action plan obligations), health and safety, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws), workers’ compensation, leave, affirmative action and affirmative action plan requirements (as applicable), unemployment insurance, unemployment compensation, social insurance and welfare, housing fund, dispatching arrangements with third-party dispatching firms, and labor relations and collective bargaining). None of the employment policies or practices of the Company or any of its Subsidiaries are currently being audited or investigated.

Section 3.17. Employee Benefits.

(a) ‎Section 3.17 of the Disclosure Schedule lists each Employee Benefit Plan that the Company or any of its Subsidiaries maintains or to which the Company or any of its Subsidiaries contributes or has any obligation to contribute or with respect to which the Company and its Subsidiaries have any liabilities.

(i) Each such Employee Benefit Plan (and each related trust, insurance Contract, or fund, if any) has been maintained, funded and administered in accordance with the terms of such Employee Benefit Plan and complies in form and in operation in all respects with applicable Laws.

(ii) All required reports and descriptions have been timely filed and/or distributed in accordance with the applicable Laws with respect to each such Employee Benefit Plan. The requirements of applicable Laws have been met in all material respects with respect to each such Employee Benefit Plan.

(iii) All contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by applicable Laws to each applicable Employee Benefit Plan. All premiums or other payments for all periods ending on or before the Closing Date have been paid with respect to each such Employee Benefit Plan.

(iv) There have been no prohibited transactions with respect to any such Employee Benefit Plan and no fiduciary with respect to any such Employee Benefit Plan has any liability for material breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any such Employee Benefit Plan. No Proceeding with respect to the administration or the investment of the assets of any such Employee Benefit Plan (other than routine claims for benefits) is pending or, to the Knowledge of the Company, threatened.

(v) The Company has made available to Investor correct and complete copies of the plan documents and summary plan descriptions, the most recent annual reports, and all related trust agreements, insurance Contracts, and other funding arrangements which implement each such Employee Benefit Plan.

(vi) Neither the Company nor any of its ERISA Affiliates sponsors, maintains or contributes to, or has in the past six years, sponsored, maintained or contributed to, any Employee Benefit Plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA.

(vii) Each Employee Benefit Plan has been maintained in compliance with its terms and all applicable Laws, including ERISA and the Code. Each Employee Benefit Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service, and to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not reissued.

(viii) With respect to each Employee Benefit Plan that is subject to the laws of a jurisdiction outside of the United States (an “International Employee Plan”), the fair market value of the assets of each funded International Employee Plan (including the Liability of any insurer to any such International Employee Plan) is sufficient to procure or provide for the accrued benefit obligations, as of the date of this Agreement, with respect to all current and former participants in such International Employee Plan according to the actuarial assumptions and valuations most recently used to determined employer contributions to such International Employee Plan and none of the transactions contemplated by this Agreement will cause such assets or insurance obligations to be materially less than such benefit obligations. Each International Employee Plan required or intended to be registered, qualified or approved under applicable Law has in fact been registered, qualified or approved, as the case may be, under applicable Law and has been maintained in good standing with applicable regulatory authorities in all material respects, and if intended to qualify for favorable Tax treatment, there are no existing circumstances or events that have occurred that would reasonably be expected to affect adversely such favorable Tax treatment with respect to such International Employee Plan.

(ix) Neither the Company nor any of its Subsidiaries has any current or projected liability in respect of post-employment or post-retirement health or medical or life insurance benefits for current or former Company Employees (other than coverage mandated by applicable Law, including the Consolidated Omnibus Budget Reconciliation Act of 1985).

(x) The consummation of the transactions contemplated by this Agreement will not (either alone or in combination with another event) (i) entitle any current or former Company Employee to any material payment or benefit; (ii) accelerate the time of payment or vesting, or increase the amount of, any material compensation due to any such Company Employee or (iii) trigger any funding obligation under, or impose any restrictions or limitations on the Company’s rights to administer, amend or terminate, any Employee Benefit Plan.

(xi) No Employee Benefit Plan provides for and none of the Company nor any of its Subsidiaries is otherwise obligated to provide any gross-up or reimbursement of Taxes, including, without limitation under either Section 409A or Section 4999 of the Code. The Company has provided to Investor good faith estimates of the amount of any “excess parachute payments” within the meaning of Section 280G of the Code that could reasonably be expected to become payable to any Company Employee or service provider in connection with the transactions contemplated by this Agreement, whether contingent or otherwise.

Section 3.18. Debt. Except as set forth on ‎Section 3.18 of the Disclosure Schedule and obligations under the Loan Agreement, the Company and its Subsidiaries do not have any Debt and are not liable for any Debt of any other Person.

Section 3.19. Environmental, Health, and Safety Matters.

(a) The Business, the Company and its Subsidiaries have complied and are in compliance with all Environmental, Health, and Safety Requirements.

(b) Without limiting the generality of the foregoing, the Business, the Company and its Subsidiaries have obtained, have complied, and are in compliance with all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Company and its Subsidiaries and the operation of the Business. A list of all such Permits and other authorizations is set forth on ‎Section 3.19(b) of the Disclosure Schedule.

(c) Neither the Business, the Company nor any of its Subsidiaries has received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them, their current or former facilities or the Leased Real Property arising under Environmental, Health, and Safety Requirements.

(d) Except as set forth on ‎Section 3.19(d) of the Disclosure Schedule, no property or facility owned, leased or operated by the Company or its Subsidiaries contains any underground storage tanks currently, nor, to the Knowledge of the Company, has contained any underground storage tanks in the past.

(e) Neither the Business, the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to any Environmental, Health, and Safety Requirements or any other applicable Law.

(f) There are no environmental conditions or circumstances on the Leased Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Leased Real Property in violation of Environmental, Health, and Safety Requirements.

(g) Neither this Agreement nor the consummation of the Transactions will result in any obligations for site investigation or cleanup, or notification to or Consent of Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.

(h) ‎Section 3.19(h) of the Disclosure Schedule lists each written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by the Business, the Company or any of its Subsidiaries or, to the Knowledge of the Company, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Business, the Company or any of its Subsidiaries or their Affiliates.

Section 3.20. Business Continuity. Except as set forth in ‎Section 3.20 of the Disclosure Schedule, none of the Software, computer hardware (whether general or special purpose), telecommunications capabilities (including all voice, data and video networks), data storage and other similar or related items of automated, computerized, and/or software systems and any other networks or systems and related services that are used by or relied on by the Business, the Company or its Subsidiaries in the conduct of the Business (collectively, the “Systems”) have experienced bugs, failures, breakdowns, breaches, unauthorized access, or continued substandard performance in the past two (2) years that has caused or reasonably could be expected to cause any substantial disruption or interruption in or to the use of any such Systems by the Business, the Company or its Subsidiaries.

Section 3.21. Certain Business Relationships with the Company and its Subsidiaries.

(a) Except as set forth on ‎‎Section 3.21 of the Disclosure Schedule, none of Orgenesis Parent or its Subsidiaries, nor to the Knowledge of Orgenesis Parent, any officer, or director of Orgenesis Parent, the Company or any of their Subsidiaries, or any Affiliates of any of the foregoing (other than the Company and its Subsidiaries):

(i) owns, directly or indirectly, any stock, equity or other ownership interest or investment in any Person that is engaged in the Business or is a competitor, supplier, customer, lessor or lessee of the Company or any of its Subsidiaries; provided, however, that the foregoing representation shall be deemed not to be made as to the ownership of not more than two percent (2%) of the capital stock of any such Person that has securities registered pursuant to Section 13 or Section 15 of the Securities Exchange Act;

(ii) has any claim against or owes any amount to, or is owed any amount by, the Company or any of its Subsidiaries;

(iii) has any interest in or owns any assets, properties or rights used in the conduct of the Business;

(iv) is a party to any Contract to which the Company or any of its Subsidiaries is a party or which otherwise benefits the Business; or

(v) has received from or furnished to the Company or any of its Subsidiaries any goods or services since the Most Recent Fiscal Year End, or is involved in any business relationship (other than an employment relationship in the Ordinary Course of Business) with the Company or any of its Subsidiaries.

Section 3.22. Customers and Vendors.

(a) ‎Section 3.22 of the Disclosure Schedule sets forth a correct and complete list of the twenty-five (25) largest third-party suppliers and vendors (by dollar volume) of products or services to the Company and its Subsidiaries with respect to the Business (the “Material Vendors”), and all customers of the Company and its Subsidiaries with respect to the Business (the “Material Customers”), each during the calendar year 2021 and the nine (9) months ended September 30, 2022. ‎‎Section 3.22 of the Disclosure Schedule also sets forth, for each such Material Vendor and Material Customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such Material Vendors or Material Customers.

(b) Since January 1, 2021, none of the Material Vendors have indicated that it shall stop, or materially decrease the rate of, or materially change the pricing of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries has any reason to believe that any Material Vendor will stop, or materially decrease the rate of, or materially change the pricing of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any Transactions. Neither the Company, nor any of its Subsidiaries know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such Material Vendor.

(c) Since January 1, 2021, none of the Material Customers have indicated that it shall stop, or materially decrease the rate of, or materially change the pricing of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any Material Customer will stop, or materially decrease the rate of, of materially change the pricing of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any Transactions. Neither the Company, nor any of its Subsidiaries, know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such Material Customer.

Section 3.23. Product Warranty. ‎ ‎Section 3.23 of the Disclosure Schedule sets forth an accurate, correct and complete list and summary description of all claims arising from any product or service, alleged to have been manufactured, sold, provided, distributed, leased, or delivered by the Business, the Company and its Subsidiaries not in conformity with all applicable contractual commitments and all express and implied warranties during the prior three (3) years.

Section 3.24. Product Liability. ‎‎Section 3.24 of the Disclosure Schedule sets forth an accurate, correct and complete list and summary description of all claims arising from or alleged to arise from any injury to person or property as a result of the ownership, possession or use of any product manufactured, processed, sold, provided, distributed or delivered by the Business, the Company, its Subsidiaries or their predecessors during the prior three (3) years. Neither the Company nor any of its Subsidiaries has any liability (and to the Company’s Knowledge there is no reasonable basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Company or any of its Subsidiaries giving rise to any liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product manufactured, processed, sold, provided, distributed or delivered by the Business, the Company, its Subsidiaries or any of their predecessors.

Section 3.25. Information Privacy and Data Security.

(a) The Business’s, the Company’s and its Subsidiaries’ practices concerning the creation, receipt, maintenance, transmission, use, disclosure, processing, protection, collection, analysis, retention, storage, privacy, security, breach, transfer, destruction, and disposal of Personal Information comply with, and have not violated, any (i) Contract, (ii) Privacy Laws, or (iii) written policy or privacy statement of the Company or its Subsidiaries.

(b) The Company and its Subsidiaries have implemented reasonable administrative, physical, contractual and technical safeguards sufficient to protect the Personal Information processed or maintained by the Company and its Subsidiaries, and such safeguards are sufficient for the size and scope of the Company and its Subsidiaries and the risks posed to the Personal Information processed by the Business, the Company and its Subsidiaries. The Company and its Subsidiaries maintain reasonable and sufficient written policies and procedures concerning the (i) protection of Personal Information, (ii) the protection of the systems, technology and networks that process such Personal Information, and (iii) prevention, detection, containment, and correction of security violations respecting its information systems.

(c) ‎Section 3.25(c) of the Disclosure Schedule sets forth all incidents impacting the confidentiality, security, integrity, or availability of the Business’s, the Company’s and its Subsidiaries’ information systems and/or the Personal Information processed by the Business, the Company and its Subsidiaries. Except as set forth in ‎Section 3.25(c) of the Disclosure Schedule, no claims have been asserted or threatened against the Company or any of its Subsidiaries (and to the knowledge of the Company, no such claims are likely to be asserted or threatened) by any Person alleging a violation of such Person’s privacy, personal or confidentiality rights under any applicable Laws.

Article 4
Covenants

Section 4.1. Conduct of Business.

(a) Except for matters set forth on Schedule 4.1(a), matters consented to by the Investor or as required by applicable Law, from the date hereof until the Initial Closing, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practices, and without limiting the generality of the foregoing, without the prior written consent of the Investor, the Company shall not, and shall not permit any of its Subsidiaries to:

(i) sell, lease, transfer or assign any assets or property (tangible or intangible) with a value in excess of $25,000 (or $100,000 in the aggregate), other than sales of inventory in the Ordinary Course of Business;

(ii) accelerate, terminate, cancel or allow to expire any Contract other than in the Ordinary Course of Business, which, if in existence on the date hereof, would be required to be listed on ‎‎‎Section 3.13 of the Disclosure Schedule or received notice from any Person regarding the acceleration, termination, modification or cancellation of a Contract required to be listed on ‎‎‎Section 3.13 of the Disclosure Schedule;

(iii) issue, create, incur, assume or guarantee any Debt other than any current accounts payable in the Ordinary Course of Business;

(iv) forgive, cancel, compromise, waive or release any Debt owed to it or any right or claim except for resolving its accounts receivable in the Ordinary Course of Business;

(v) issue, sell or otherwise dispose of any of its equity or other ownership interests, or grant any options, warrants or other rights to acquire (including upon conversion, exchange or exercise) any of its equity or other ownership interests or declare, set aside, make or pay any dividend or distribution with respect to its equity or other ownership interests or redeem, purchase or otherwise acquire any equity or other ownership interest or amend or make any change to any of its Organizational Documents or make any other payment to its members or equityholders (or any Affiliates of such members or equityholders);

(vi) sell, lease, license or otherwise transfer or dispose of, abandon or permit to lapse, fail to take any action necessary to maintain, enforce or protect, or create or incur any Lien (other than Permitted Liens) on, any Intellectual Property owned by or licensed to the Company or any of its Subsidiaries;

(vii) grant any increase in salary, wages or bonus or otherwise increase the compensation or benefits payable or provided to any director, manager, officer, employee, consultant, advisor or agent with, in each case, annual base compensation of at least $100,000;

(viii) engage in any promotional, sales or discount or other activity that has or could reasonably be expected to have the effect of accelerating sales or receivables prior to the Closing that would otherwise be expected to occur subsequent to the Closing;

(ix) make any commitment outside of the Ordinary Course of Business or in excess of $25,000 in the aggregate for capital expenditures to be paid after the Closing or failed to incur capital expenditures in accordance with its capital expense budget;

(x) incur any material liability or obligation;

(xi) make any material change to a material Contract by which the Company or any of its assets is bound;

(xii) institute any material change in the conduct of their business or any material change in its accounting practices or methods, cash management practices or method of purchase, sale, lease, management, marketing, or operation;

(xiii) take or omit to take any action which could be reasonably anticipated to have a Material Adverse Effect;

(xiv) make, change or rescind any material Tax election, change any Tax accounting period or adopt or change any material Tax accounting method, settle or compromise any material Tax liability, obtain any Tax ruling or enter into any closing or similar agreement, surrender any right to claim a material Tax refund, or amend any material Tax Return;

(xv) collect its accounts receivable or pay any accrued liabilities or accounts payable or prepay any expenses or other items, in each case other than in the Ordinary Course of Business;

(xvi) enter into any transaction with any Affiliate; and

(xvii) agree or commit to any of the foregoing.

The Parties agree as follows with respect to the period following the Closing:

Section 4.2. General. In case at any time after the Closing any further action is reasonably necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under ‎Article 6). In furtherance of the foregoing, the Parties agree that each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as may be reasonably requested by the Investor in order to duly transfer any assets, properties or rights that are owned by Orgenesis Parent or any of its Subsidiaries that were not transferred to the Company or its Subsidiaries in connection with the Reorganization but that either (a) are necessary to operate the Business or (b) were used in the operation of the Business at any time during the twelve (12) month period prior to the Closing Date.

Section 4.3. Litigation Support. In the event and for so long as any of Investor or the Company or its Subsidiaries is actively contesting or defending against any Proceeding in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its Subsidiaries, the Company will cooperate with it and its counsel in the contest or defense and provide such testimony and access to the Company’s books and records as shall be necessary in connection with the contest or defense (and Orgenesis Parent shall use commercially reasonable efforts to promptly review, respond to and, to the extent Orgenesis Parent is not prohibited by Law, comply with any reasonable requests for information and/or documents in connection therewith), all at the sole cost and expense of the Company (unless Investor is entitled to indemnification therefor under ‎Article 6).

Section 4.4. Transition. Orgenesis Parent shall not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, Customer, supplier, or other business associate of the Company and its Subsidiaries from maintaining the same business relationships with the Company or its Subsidiaries after the Closing as it maintained with the Company and its Subsidiaries prior to the Closing.

Section 4.5. Confidentiality. Orgenesis Parent agrees not to, directly or indirectly, disclose to any other Person or use any Confidential Information, unless required by applicable Law. If Orgenesis Parent is requested or required pursuant to written or oral question or request for information or documents in any Proceeding, interrogatory, subpoena, civil investigation demand or similar process to disclose any Confidential Information, then Orgenesis Parent will notify Investor and the Company promptly of the request or requirement so that Investor or the Company may seek an appropriate protective order or waive compliance with the provisions of this ‎Section 4.5. If, in the absence of a protective order or the receipt of a waiver hereunder, Orgenesis Parent is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, then Orgenesis Parent may disclose the Confidential Information to the tribunal; provided, however, that Orgenesis Parent shall use reasonable commercial efforts to obtain, at the request of Investor, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as Investor shall designate. The foregoing provisions shall not apply to any Confidential Information that (i) is generally available to the public immediately prior to the time of disclosure unless such Confidential Information is so available due to the actions of Orgenesis Parent or (ii) that does not relate to the Company or its Subsidiaries, the Business or a Customer. Notwithstanding the foregoing, Orgenesis Parent may file a Current Report on Form 8-K (the “Form 8-K”) that describes the transactions contemplated by this Agreement and the LLC Agreement and files such agreements as exhibits to such Form 8-K.

Section 4.6. Covenant Not to Compete. Nothing in this Agreement shall derogate from, or limit, Orgenesis Parent from conducting any business (other than the Business solely through the Company) as it presently conducts or may conduct in the future (including, without limitation, business related to the 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, Orgenesis Parent (and its current and future Affiliates other than the Company and its Subsidiaries) will not directly (whether on its, his or her own account, or as an owner, operator, manager, consultant, officer, director, employee, investor, independent contractor, agent, representative or otherwise), anywhere in the Applicable Area, conduct any operations competitive with the Business (the Parties agree that both (i) the provision of process development or manufacturing services on a contract basis for third parties (generally known as CDMO services); and (ii) the development and sale, licensing or provision of cell processing systems, equipment and technologies thereof, for treating patients, would each be competitive with the Business).

Section 4.7. Covenant Not to Solicit. During the Restricted Period, Orgenesis Parent will not, and will cause each of its Affiliates not to, in any manner (whether on its, his or her own account, or as an owner, operator, manager, consultant, officer, director, employee, investor, independent contractor, agent, representative or otherwise), (a) call upon, solicit or provide services to any Customer with the intent of selling or attempting to sell any products or services that are the same as, or competitive with, those offered by the Business, (b) hire or engage, or recruit, solicit or otherwise attempt to employ or engage, or enter into any business relationship with, any Person currently or formerly employed by, or providing consulting services to, the Company or any of its Subsidiaries, or induce or attempt to induce any Person to leave such employment or consulting arrangement, (c) in any way materially interfere with the relationship between the Company or any of its Subsidiaries and any employee, consultant, Customer, sales representative, broker, supplier, licensee or other business relation (or any prospective employee, consultant, customer, sales representative, broker, supplier, licensee or other business relation) of the Company or any of its Subsidiaries (including, without limitation, by making any negative or disparaging statements or communications regarding Investor, the Company, any of its Subsidiaries or any of their operations, officers, directors, managers, employees, Affiliates or investors), or (d) recommend, or provide any reference to a third party for, any employee or contractor of the Company or any of its Subsidiaries; provided, however that Orgenesis Parent 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.

Section 4.8. Enforcement. If the final judgment of a court of competent jurisdiction declares that any term or provision of Sections ‎4.5, ‎4.6 or ‎4.7 is invalid or unenforceable, then the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closer to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. In the event of litigation involving Sections ‎4.5, ‎4.6 or ‎4.7, the non-prevailing party shall reimburse the prevailing party for all reasonable costs and expenses actually incurred by the prevailing party, including reasonable attorneys’ fees and expenses, incurred in connection with any such litigation, including any appeal therefrom. The existence of any claim or cause of action by Orgenesis Parent against Investor, the Company or any of their respective Affiliates, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by Investor of the provisions of Sections ‎4.5, ‎4.6 or ‎4.7, which Sections will be enforceable notwithstanding the existence of any breach by Investor or the Company. Notwithstanding the foregoing, Orgenesis Parent will not be prohibited from pursuing such claims or causes of action against Investor or the Company.

Section 4.9. Release. Orgenesis Parent, for itself and each of its Affiliates, and its and their heirs, personal representatives, successors and assigns (collectively, the “Releasors”), hereby (a) forever fully and irrevocably releases and discharges Investor, the Company, each of its respective Subsidiaries, and each of their respective predecessors, successors, wholly owned subsidiaries and present equityholders, members, managers, directors, officers, employees, contractors, and agents (collectively, the “Released Parties”) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expenses, and attorneys’, brokers’ and accountants fees and expenses) related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected (collectively, the “Released Claims”), and (b) irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Proceeding against any Released Party based upon any Released Claim. Notwithstanding the preceding sentence of this ‎Section 4.9, “Released Claims” does not include, and the provisions of this ‎Section 4.9 shall not release or otherwise diminish, (x) the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements or breach thereof (including, without limitation, with respect to any Intellectual Property Rights), or (y) any claims against the Company, or any of its Subsidiaries that relate to Orgenesis Parent as a customer of the Business, or (aa) any claims that Orgenesis Parent may have against the Company or its Subsidiaries based upon fraud or willful or intentional misconduct; provided, however, that Orgenesis Parent shall indemnify the Investor for all Adverse Consequences that may be suffered by the Investor in connection with or as a result of any such claim. Nothing herein shall derogate from, or be deemed to limit, Orgenesis Parent’s ability to bring an action against the Company and/or the Company’s Subsidiaries in the event such action is required under Law as a necessary step for Orgenesis Parent to bring suit against any executive, director, stockholder (but not the Investor) or officer of the Company or its Subsidiaries, provided, however, that Orgenesis Parent shall indemnify Investor, the Company and its Subsidiaries for all Adverse Consequences that may be suffered by Investor, the Company or its Subsidiaries as a result of such action.

Section 4.10. South Korea Sub. Orgenesis Parent will, (a) at its sole expense, be responsible for any costs and expenses (including, for the avoidance of doubt, the purchase price) associated with acquiring all equity and other ownership interests of the South Korea Sub and (b) for no additional consideration contribute all right, title and interest in and to all such equity and other ownership interests, free and clear of all Liens, to the Company.

Section 4.11. LLC Agreement Terms. Orgenesis Parent shall use its commercially reasonable efforts to ensure that the LLC Agreement Terms are Properly Approved as soon as possible after Initial Closing, but in any event no later than the LLC Agreement Terms Deadline. Orgensis Parent hereby agrees that it shall not approve, enter into, or agree to any arrangement or contractual restriction or obligation at any time that would, or would reasonably be expected to, limit, impair or restrict in any manner any of MM’s rights under this Agreement or under the LLC Agreement.

Section 4.12. Tissue Genesis Earnout. The Company shall be responsible for satisfying in full all outstanding payment obligations set forth in that certain Asset Purchase Agreement, by and between Koligo Therapeutics, Inc. and Tissue Genesis, LLC, dated as of October 14, 2020 (except for any royalties payable to Tissue Genesis, LLC in accordance with Section 3.1.4 thereof).

Section 4.13. Theracell JV. Orgenesis Parent shall (a) at its sole expense, be responsible for any costs and expenses (including, for the avoidance of doubt, the purchase price) associated with acquiring all equity and other ownership interests of Theracell Laboratories d.o.o., (b) for no additional consideration contribute all right, title and interest in and to all such equity and other ownership interests, free and clear of all Liens, to the Company, (c) within thirty (30) days after the Closing Date, assign to Orgenesis Maryland LLC all its rights as lender under that certain Loan Agreement of Orgenesis Parent to Theracell Laboratories dated January 1, 2021 (the “Orgenesis Parent Theracell Loan”), and (d) at its sole expense, be responsible for any payment obligations in respect of the Orgenesis Parent Theracell Loan to the extent not assigned to Orgenesis Maryland LLC, and any amounts payable as of the Initial Closing under that certain Loan Agreement of Theracell Advanced Biotechnology to Theracell Laboratories dated January 1, 2021.

Section 4.14. Orgenesis Austria. Orgenesis Parent shall use its commercially reasonable efforts to transfer Orgenesis Austria to Orgenesis Parent or one of its Subsidiaries within ninety (90) days of the date of this Agreement; provided that the Company and/or the Investor shall not be responsible for, and Orgenesis Parent shall hold them harmless against, any liabilities or obligations of Orgenesis Austria (including, for the avoidance of doubt, any liabilities or obligations in connection with the transfer of Orgenesis Austria to Orgenesis Parent).

Section 4.15. Intercompany Loan Agreements. Orgenesis Parent shall amend (i) that certain Loan Agreement between Orgenesis Parent and the South Korea Sub dated January 1, 2021, (ii) that certain Loan Agreement between Orgenesis Parent and Israel Sub, and (ii) that certain Loan Agreement between Orgenesis Parent and Orgenesis Germany GmbH dated January 1, 2021, in a manner reasonably acceptable to the Investor within thirty (30) days after the Closing Date.

Article 5
Conditions to the Initial Closing; Termination

Section 5.1. Conditions of Orgenesis Parent. The obligations of Orgenesis Parent to consummate the Initial Investment are subject to the fulfillment, on or before the Initial Closing, of each of the following conditions, unless otherwise waived:

(a) Investor shall have delivered to Orgenesis Parent a counterpart signature page to the LLC Agreement signed by Investor.

(b) The representations and warranties of the Investor contained in ‎Section 2.2 shall be true and correct in all respects as of such Closing, other than such failures to be true and correct as would not, individually or in the aggregate, prevent or materially delay the consummation of the Transaction.

(c) The Investor shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before the Initial Closing.

(d) No Order issued by any court of competent jurisdiction or other legal restraint or prohibition shall be in effect prohibiting the consummation of the Initial Closing.

Section 5.2. Conditions to Investor’s Obligations at Closing. The obligations Investor to consummate the Initial Investment is subject to the fulfillment or waiver of each of the following conditions:

(a) (i) The representations and warranties of Orgenesis Parent contained in Sections ‎2.1(a), ‎2.1(b) and ‎2.1(d) and of the Company contained in Sections ‎3.1, ‎3.2, ‎3.3 and ‎3.4 shall be true and correct as of the Initial Closing and (ii) the representations and warranties of Orgenesis Parent contained in the remainder of ‎Section 2.1 and of the Company contained in the remainder of Article III shall be true and correct as of the Initial Closing (without giving effect to any “material adverse effect” or “material” qualifiers and exceptions therein), other than, in the case of this clause (ii), for such failures to be true and correct that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

(b) Orgenesis Parent and the Company shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by Orgenesis Parent or the Company, as applicable, on or before the Initial Closing.

(c) No Order issued by any court of competent jurisdiction or other legal restraint or prohibition shall be in effect prohibiting the consummation of the Initial Closing.

(d) No Material Adverse Effect shall have occurred.

(e) Orgenesis Parent shall have delivered to Investor:

(i) a certificate, executed by an executive officer or each of Orgenesis Parent and the Company, certifying that the conditions specified in clauses ‎5.2(a) and ‎5.2(b) above have been fulfilled.

(ii) all Consents and Permits of Governmental Bodies and other Persons necessary for the consummation of the Transactions, including those Consents and Permits set forth on Schedule ‎5.2(e)(ii);

(iii) a certificate of the Secretary of the Company, on behalf of the Company and each of its Subsidiaries, dated as of the Closing Date, attaching and certifying (x) the Organizational Documents of the Company and each of its Subsidiaries, (y) the resolutions of the Company authorizing and approving the entry into and consummation of the Transactions, and (z) the incumbency and signatures of the Persons signing this Agreement and the Ancillary Agreements to which the Company or any of its Subsidiaries is a party;

(iv) a certificate of the Secretary of Orgenesis Parent, dated as of the Closing Date, attaching and certifying (x) the Organizational Documents of Orgenesis Parent, (y) the resolutions of Orgenesis Parent authorizing and approving the entry into and consummation of the Transactions, and (z) the incumbency and signatures of the Persons signing this Agreement and the Ancillary Agreements to which Orgenesis Parent is a party;

(v) good standing certificates for the Company from the Secretary of State of the State of Delaware and each jurisdiction in which the Company is qualified to do business other than those good standing certificates delivered in connection with the Loan Agreement;

(vi) a counterpart signature page to the LLC Agreement signed by Orgenesis Parent;

(vii) all documentation necessary to terminate each related party contract set forth on Schedule 5.2(e)(vii);

(viii) on behalf of the Company, a duly executed certificate, dated not more than thirty (30) days prior to the Closing Date, satisfying the requirements of Treasury Regulations Section 1.1445-11T(d)(2)(i); and

(ix) all other instruments and documents required by this Agreement to be delivered by the Company, its Subsidiaries, or Orgenesis Parent to Investor, and such other instruments and documents which Investor or its counsel may reasonably request to effectuate the Transactions.

(f) Orgenesis Parent, the Company and the Investor shall have finalized and agreed to Schedule I (Services) to the Services Agreement, in a form acceptable to the Investor and the Company.

Section 5.3. Termination. This Agreement may be terminated at any time prior to the Initial Closing:

(a) by mutual written agreement of Orgenesis Parent and the Investor;

(b) by either Orgenesis Parent or the Investor if consummation of the Initial Investment would violate any order, decree or judgment of any Governmental Body;

(c) by the Investor (but only so long as the Investor not in material breach of any of its obligations under this Agreement) if there has been a material breach of any representation, warranty, covenant or agreement of Orgenesis Parent or the Company, such that one or more of the conditions to the Initial Closing set forth in ‎Section 5.2 could not be fulfilled and such breach is not cured within 30 days following the Investor providing written notice of such breach to Orgenesis Parent; or

(d) by Orgenesis Parent (but only so long as Orgenesis Parent is not in material breach of any of its obligations under this Agreement) if there has been a material breach of any representation, warranty, covenant or agreement of the Investor such that one or more of the conditions to the Initial Closing set forth in ‎Section 5.1 could not be fulfilled and such breach is not cured within 30 days following Orgenesis Parent providing written notice of such breach to the Investors.

Section 5.4. Effects of Termination. In the event of any termination of this Agreement as provided in ‎Section 5.3 hereof, this Agreement (other than this ‎Section 5.4), which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect.

Article 6
Remedies for Breaches of This Agreement

Section 6.1. Indemnification by Orgenesis Parent.

(a) Subject to the terms and conditions of this ‎Article 6, Orgenesis Parent will indemnify, defend and hold harmless Investor and the Company (the “Investor Indemnitees”) from and against the entirety of any Adverse Consequences that any Investor Indemnitee may suffer or incur (including any Adverse Consequences they may suffer or incur after the end of any applicable survival period, provided that an indemnification claim with respect to such Adverse Consequence is made pursuant to this ‎Article 6 prior to the end of any applicable survival period) resulting from, arising out of, relating to, or caused by (i) any breach of any representation or warranty made by Orgenesis Parent, the Company or any of its Subsidiaries in ‎Section 2.1 or ‎Article 3 or in any Ancillary Agreement, (ii) any breach of any covenant or agreement of Orgenesis Parent (or of the Company at or prior to Closing) in this Agreement or in any Ancillary Agreement, (iii) any liabilities related to Orgenesis Austria or in connection with the transfer of Orgenesis Austria to Orgenesis Parent or (iv) the issued and outstanding equity interests of the South Korea Sub that are not owned by the Company as of the date hereof, including any claim relating thereto. The Investor shall not be entitled to indemnification for breaches of a representation and warranty pursuant to this ‎Article 6 with respect to matters or items that are properly disclosed as exceptions to such representation and warranty in the applicable section(s) of the Disclosure Schedule and in accordance with ‎Section 9.15.

(b) Orgenesis Parent agrees that it shall pay and otherwise fully satisfy and discharge all Designated Pre-Closing Liabilities, and shall indemnify, defend and hold all Investor Indemnitees harmless from and against, and shall reimburse all Investor Indemnitees for, the entirety of any Adverse Consequences that any Investor Indemnitee may suffer or incur in connection with any Designated Pre-Closing Liabilities.

Section 6.2. Indemnification by Investor. Subject to the terms and conditions of this ‎Article 6, Investor will indemnify, defend and hold harmless Orgenesis Parent and its successors and assigns (the “Orgenesis Indemnitees”) from and against the entirety of any Adverse Consequences they may suffer or incur resulting from, arising out of, relating to, or caused by (a) any breach of any representation or warranty made by Investor in ‎Section 2.2 or in any Ancillary Agreement or (b) any breach of any material covenant or agreement of Investor in this Agreement.

Section 6.3. Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing indefinitely subject to the following two sentences. Notwithstanding the foregoing, Orgenesis Parent will have no liability with respect to any claim under ‎Section 6.1(a)(i) unless Investor notifies Orgenesis Parent of such a claim on or before the date that is twenty-four (24) months after the Closing Date (the “General Survival Date”); provided, however, that (a) any claim relating to any representation made in ‎Section 3.9 (Legal Compliance) may be made at any time until the date that is three (3) years after the Closing Date, (b) any claim relating to any representation made in Section ‎3.6 (Assets) and Section ‎3.12 (Intellectual Property) may be made at any time until the date that is seven (7) years after the Closing Date and (c) any claim relating to any representation made in ‎Section 2.1(a) (Authorization of Transaction), ‎2.1(c) (Brokers’ Fee), ‎2.1(d) (Company Securities), ‎2.1(f) (Reorganization), ‎2.1(g) (Subsidiaries), ‎3.1 (Organization, Qualification, and Power), ‎3.2 (Authorization of Transaction), ‎3.3 (Capitalization and Subsidiaries), ‎3.5 (Brokers’ Fees), ‎‎3.10 (Tax Matters) and ‎‎Section 3.18 (Debt) may be made at any time without limitation (collectively, the representations and warranties described in clauses ‎(a), ‎(b) and ‎(c) are referred to as the “Excluded Representations”) and (d) any claim relating to any representation made in ‎Section 3.9 (Legal Compliance) and any claim related to intentional or fraudulent breaches of the representations and warranties may be made at any time without limitation. Investor will have no liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement unless Orgenesis Parent notifies Investor of such a claim on or before the General Survival Date. Notwithstanding anything to the contrary contained herein, if Investor or Orgenesis Parent, as applicable, provides notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability for such claim will continue until such claim is fully resolved.

Section 6.4. Limitations on Indemnification by Orgenesis Parent.

(a) With respect to the matters described in ‎Section 6.1(a)(i), Orgenesis Parent will have no liability until Investor Indemnitees have suffered aggregate Adverse Consequences by reason of all such breaches in excess of $500,000 (the “Threshold”), after which point Orgenesis Parent will be obligated to indemnify Investor Indemnitees from and against all Adverse Consequences from dollar one; provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to (i) breaches of the Excluded Representations or (ii) any intentional or fraudulent breach of a representation or warranty.

(b) With respect to the matters described in ‎Section 6.1(a)(i), the aggregate maximum liability of Orgenesis Parent shall be the aggregate amount invested in the Company by Investor in accordance with this Agreement (the “Cap”); provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to any intentional or fraudulent breach of representation or warranty.

(c) Investor agrees that it shall not be entitled to indemnification or have any recourse against Orgenesis Parent or the Company, solely for the Company’s failure to meet the conditions required for payment of the First Future Investment and/or Second Future Investment as set forth in Sections ‎1.4(a) and ‎1.4(b) and that Investor’s sole remedy and recourse for such failure is that the First Future Investment and/or the Second Future Investment, as applicable, shall not be earned and shall not be payable.

Section 6.5. Limitations on Indemnification by Investor.

(a) With respect to the matters described in ‎Section 6.2(a), Investor will have no liability until Orgenesis Indemnitees have suffered Adverse Consequences by reason of all such breaches in excess of the Threshold, after which point Investor will be obligated to indemnify Orgenesis Indemnitees from and against all Adverse Consequences from dollar one; provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to (i) breaches of any representation made in Sections ‎2.2(a) (Organization of Investor), ‎2.2(b) (Authorization of Transaction), and ‎2.2(d) (Brokers’ Fees) or (ii) any intentional or fraudulent breach of a representation or warranty.

(b) With respect to the matters described in ‎Section 6.2(a), the aggregate maximum liability of Investor shall be the Cap.

Section 6.6. Third-Party Claims.

(a) If a third party initiates a claim, demand, dispute, lawsuit or arbitration (a “Third-Party Claim”) against any Person (the “Indemnified Party”) with respect to any matter that the Indemnified Party might make a claim for indemnification against any Party (the “Indemnifying Party”) under this ‎Article 6, then the Indemnified Party must promptly notify the Indemnifying Party in writing of the existence of such Third-Party Claim and must deliver copies of any documents served on the Indemnified Party with respect to the Third-Party Claim; provided, however, that any failure on the part of an Indemnified Party to so notify an Indemnifying Party shall not limit any of the obligations of the Indemnifying Party under this ‎Article 6 (except to the extent such failure materially prejudices the defense of such proceeding).

(b) Upon receipt of the notice described in ‎Section 6.6(a), the Indemnifying Party will have the right to defend the Indemnified Party against the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party, provided, that (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, or caused by the Third-Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) the Third-Party Claim does not involve any customer of the Company or any of its Subsidiaries, (v) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Party, and (vi) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently. The Indemnifying Party will keep the Indemnified Party apprised of all material developments, including settlement offers, with respect to the Third-Party Claim and permit the Indemnified Party to participate in the defense of the Third-Party Claim. So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with this ‎Section 6.6(b), the Indemnifying Party will not be responsible for any attorneys’ fees or other expenses incurred by the Indemnified Party regarding the defense of the Third-Party Claim.

(c) In the event that any of the conditions under ‎Section 6.6(b) is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on, or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate, (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, or caused by the Third-Party Claim to the fullest extent provided in this ‎Article 6.

(d) Except in circumstances described in ‎Section 6.6(c), neither the Indemnified Party nor the Indemnifying Party will consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed.

Section 6.7. Other Indemnification Matters. For purposes of determining the amount of Adverse Consequences resulting from any misrepresentation or breach of a representation or warranty (but for the avoidance of doubt, not for purposes of determining whether there has been any misrepresentation or breach of a representation or warranty), all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for such purposes, the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included in them. Orgenesis Parent agrees that Orgenesis Parent and its Affiliates have no claims or rights to contribution or indemnity from the Company or any of its Subsidiaries with respect to any amounts paid by Orgenesis Parent pursuant to this ‎Article 6. The right to indemnification, payment of any losses or other remedy based on such representations and warranties (as modified by the applicable sections of the Disclosure Schedule), covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation or warranty (as modified by the applicable sections of the Disclosure Schedule), covenant, or obligation. Orgenesis Parent hereby acknowledges that, regardless of any investigation made (or not made) by or on behalf of Investor, and regardless of the results of any such investigation, Investor has entered into this transaction in express reliance upon such representations and warranties (as modified by the applicable sections of the Disclosure Schedule) covenants and obligations.

Article 7
Tax Matters

Section 7.1. Tax Indemnification. In addition to (but without duplication of) the indemnification provisions of ‎Article 6, Orgenesis Parent shall be liable for, and shall indemnify and hold Investor Indemnitees harmless from and against any Adverse Consequences that any Investor Indemnitee suffers or incurs resulting from, arising out of, relating to, or caused by (a) all Taxes of Orgenesis Parent, (b) all Taxes imposed on, incurred by or relating to the Company and its Subsidiaries with respect to any Pre-Closing Tax Periods, (c) all Taxes imposed on or incurred by Orgenesis Parent, the Company or any of their Subsidiaries with respect to the Reorganization, (d) all Taxes of any Person imposed on any of the Company or any of its Subsidiaries as a transferee or successor or by contract, which Taxes relate to an event or transaction occurring before the Closing, (e); (f) all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Company or its Subsidiaries (or any predecessor) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502 -6 or any analogous or similar state, local, or foreign Law and (g) all Taxes borne by Orgenesis Parent pursuant to ‎Section 7.4.

Section 7.2. Straddle Periods. For purposes of this Article, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the Pre-Closing Tax Period will (a) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to equal the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (b) in the case of any Tax based upon or related to payroll, income or receipts, be deemed to equal the amount that would be payable if the relevant Tax period ended on the Closing Date.

Section 7.3. Cooperation on Tax Matters. Investor and Orgenesis Parent will cooperate, as and to the extent reasonably requested by the other Party, in connection with the filing and preparation of Tax Returns pursuant to this Article and any Proceeding related thereto. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Investor and Orgenesis Parent will retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any Tax period beginning before the Closing Date until thirty (30) days after the expiration of the statute or period of limitations of the respective Tax periods.

Section 7.4. Certain Taxes. All transfer (including real estate transfer), documentary, sales, use, stamp, filing, recording, registration and other such Taxes and fees (including any penalties and interest) (“Transfer Taxes”) incurred in connection with this Agreement or the Transactions will be paid by Orgenesis Parent when due, and Orgenesis Parent will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and, if required by applicable Law, the Company and Investor will join in the execution of any such Tax Returns and other documentation.

Section 7.5. Tax Election. Notwithstanding anything herein to the contrary, at the request of the Investor, the Company and each Subsidiary treated as a partnership for U.S. federal income Tax purposes during any taxable period ending on or prior to the Closing Date shall make the election under Section 6226(a) of the Code (and any similar provision of state or local Law) to “push out” any adjustment with respect to such period to its partners or former partners, and the parties hereto shall take any other action such as filings, disclosures and notifications necessary to effectuate such election.

Section 7.6. Tax Treatment. The Parties will, and will cause its Affiliates to, prepare and file all applicable Tax Returns required to be filed by Investor or its Affiliates with any Governmental Body in any manner consistent with the Tax Treatment and to take no position inconsistent with the Tax Treatment in any applicable Tax Return or in any proceeding before any Governmental Body, unless otherwise required by applicable Law.

Article 8
Definitions

“Accountants” has the meaning set forth in ‎Section 1.5.

“Adverse Consequences” means all actions, suits, Proceedings, charges, complaints, claims, Orders, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, Liens, losses, damages, deficiencies, costs of investigation, court costs, and other expenses (including interest, penalties and 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.

“Affiliate” means, with respect to the Person to which it refers, (a) a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such Person, (b) any officer, director, manager or equityholder of such Person, (c) any parent, sibling, descendant or spouse of such Person or of any of the Persons referred to in clauses (a) and (b), and (d) any corporation, limited liability company, general or limited partnership, trust, association or other business or investment entity that directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with any of the foregoing individuals. For purposes of this definition, the term “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies, whether through the ownership of voting securities, by Contract or otherwise.

“Agreement” has the meaning set forth in the preface.

“Ancillary Agreements” means the LLC Agreement, the Services Agreement, and all of the other agreements, documents and instruments executed and delivered pursuant to this Agreement.

“Applicable Area” means (a) anywhere in the world, but if such area is determined by judicial action to be too broad, then it means (b) Europe, North America and Asia, but if such area is determined by judicial action to be too broad, then it means (c) any country in which Orgenesis Parent, the Company or their Subsidiaries are engaged in (or are contemplating engaging in) Business prior to the Closing Date, but if such area is determined by judicial action to be too broad, then it means (d) any state or locality within any country in which Orgenesis Parent, the Company or their Subsidiaries engaged in (or are contemplating engaging in) Business prior to the Closing Date.

“AR Adjustment” has the meaning set forth in Section 1.10(a).

“AR Adjustment Objections Statement” has the meaning set forth in Section 1.10(b).

“AR Adjustment Report” has the meaning set forth in Section 1.10(b).

“Business” means (i) providing at the point of care to third-party customers cell or gene therapy development, processing or manufacturing services or related products for treating patients, (ii) the Company’s point-of-care system, POCare Centers, point-of-care products, point-of-care processing, and point-of-care development services for the development, manufacturing or processing of therapeutics, processes, systems and technologies to treat patients in a point-of-care clinical, hospital or institutional setting, and any future point-of-care services substantially related to the foregoing, through using OMPULs, and (iii) the development and sale, licensing or provision of point of care cell processing systems, equipment and technologies for treating patients.

“Business Day” means any day that is not a Saturday, Sunday or any other day on which banks are required or authorized by Law to be closed in New York, New York.

“Cap” has the meaning set forth in ‎Section 6.4(b).

“Cash Payment” has the meaning set forth in ‎Section 1.2.

“Change of Control Transaction” has the meaning set forth in ‎Section 9.18.

“Class A Preferred Units” has the meaning set forth in ‎Section 1.1.

“Closing” has the meaning set forth in ‎Section 1.8.

“Closing Date” has the meaning set forth in ‎Section 1.8.

“Code” means the Internal Revenue Code of 1986, as amended, and any applicable rules and regulations thereunder, and any successor to such statute, rules or regulations.

“Company” has the meaning set forth in the preface.

“Company Common Units” has the meaning set forth in Section 1.10(a).

“Company Employee” means an employee of the Company or any of its Subsidiaries as of the date hereof.

“Company Insurance Agreements” has the meaning set forth in ‎Section 3.14.

“Company Securities” has the meaning set forth in ‎Section 3.3(a).

“Confidential Information” means any information concerning the Company or the Business and the business and affairs of the Company and its Subsidiaries not already generally available to the public.

“Consent” means, with respect to any Person, any consent, approval, authorization, permission or waiver of, or registration, declaration or other action or filing with or exemption by such Person.

“Contract” means any oral or written contract, obligation, understanding, commitment, lease, license, purchase order, bid or other agreement.

“Copyrights” has the meaning set forth in the definition of Intellectual Property.

“Customer” means any Person who (a) purchased or licensed services of the Business from the Company or any of its Subsidiaries (or their predecessors) during the three (3) years prior to the Closing Date, (b) was called upon or solicited by the Company or any of its Subsidiaries (or their predecessors) during such three (3) year period if such solicitation relates to the Business, or (c) was a distributor, sales representative, agent or broker for the Company or any of its Subsidiaries during such three (3) year period with respect to the Business. Notwithstanding the foregoing, the term “Customer” shall not include (i) any Third Party or (ii) any Person purchasing or licensing products from or providing or receiving services from/to the Company that do not relate to the Business.

“Debt” means any (a) obligations relating to indebtedness for borrowed money, (b) obligations evidenced by bonds, notes, debentures or similar instruments, (c) obligations in respect of capitalized leases (calculated in accordance with GAAP), (d) the principal or face amount of banker’s acceptances, surety bonds, performance bonds or letters of credit (in each case whether or not drawn), (e) obligations for the deferred purchase price of property or services, including, without limitation, the maximum potential amount payable with respect to earnouts, purchase price adjustments or other payments related to acquisitions, (f) obligations under any existing interest rate, commodity or other swap, hedge or financial derivative agreement entered into by the Company or its Subsidiaries prior to Closing, (g) Off-Balance Sheet Financing of the Company or its Subsidiaries in existence immediately prior to the Closing, (h) other long term or non-ordinary course liabilities, (i) asset retirement obligations or provisions for reinstatement, (j) obligations related to any deferred compensation or other unfunded or underfunded retirement or pension plan, fund, program, or other benefits of the Company or its Subsidiaries (including any amounts the Company or any of its Subsidiaries are required to pay in connection with defined contribution schemes (including any minimum returns related thereto)), (k) all accounts payable of the Company and its Subsidiaries that have been outstanding for more than 120 days, (l) deferred revenue, (m) outstanding amount of the South Korea Loan (subject to Section 1.11), (n) indebtedness or obligations of the types referred to in the preceding clauses (a) through (m) of any other Person secured by any Lien on any assets of the Company or any of its Subsidiaries, even though the Company and its Subsidiaries have not assumed or otherwise become liable for the payment thereof, and (o) obligations in the nature of guarantees of obligations of the type described in clauses (a) through (m) above of any other Person, in each case together with all accrued interest thereon and any applicable prepayment, redemption, breakage, make-whole or other premiums, fees or penalties.

“Debt Adjustments” means all Debt of the Company and its Subsidiaries as of Closing as set forth on Exhibit B.

“Designated Courts” has the meaning set forth in ‎Section 9.17.

“Designated Intellectual Property” has the meaning set forth in ‎Section 3.12(c).

“Designated Pre-Closing Liabilities” means any liability or obligation of the Company and its Subsidiaries arising out of the operation of the business of the Company and its Subsidiaries prior to the Closing Date (excluding, for the avoidance of doubt, any items included within the definition of Debt Adjustments, any intercompany indebtedness with Orgenesis Parent to the extent reflected on the Financial Statements and amounts payable on a current basis that were incurred by the Company or any of its Subsidiaries in the Ordinary Course of Business).

“Disclosure Schedule” means the disclosure schedule delivered by Orgenesis Parent and the Company to Investor on the date hereof.

“Earnout Objections Statement” has the meaning set forth in Section 1.6(b).

“Earnout Payment” has the meaning set forth in Section 1.6(a).

“Earnout Report” has the meaning set forth in Section 1.6(b).

“EBITDA” means, for the relevant time period, the net income of the Company and its Subsidiaries on a consolidated basis, prior to the provision for interest expense (net of interest income) for such period, income Taxes for such period, and depreciation and amortization for such period, with each such line item calculated in accordance with GAAP. Notwithstanding anything in this Agreement to the contrary, (i) if the Company or any of its Subsidiaries engages in an acquisition, joint venture, disposition or similar transaction prior to the end of the relevant time period, then EBITDA will be calculated without giving effect to such acquisition, joint venture, disposition or similar transaction (or the business acquired thereby), (ii) the calculation of EBITDA shall exclude any amounts received by the Company or any of its Subsidiaries from any Governmental Body pursuant to a grant or any other similar award or reimbursement and (iii) the calculation of EBITDA shall (A) exclude the impact of any Net Revenue that is not collected in cash within one hundred sixty (160) days after the relevant time period (to the extent not otherwise reserved), and shall (B) without duplication of the prior clause (A), include the impact of any bad debt expense or revenue write-off recorded in a subsequent period associated with the Net Revenue of the relevant time period. For the avoidance of doubt, any research and development expenses related to the development and sale, licensing or provision of cell processing systems, equipment and technologies (but only such expenses which are consistent with the “Technologies” financial statements provided to Investor), shall not be included in the calculation of EBITDA.

“Employee Benefit Plan” means any (a) pension plan or deferred compensation or retirement plan, fund, program, or arrangement, (b) equity-based plan, program, or arrangement (including any stock or equity interest option, stock or equity interest purchase, stock or equity interest ownership, stock or equity interest appreciation, phantom stock or equity interest, or restricted stock or equity interest plan) or (c) other retirement, severance, bonus, profit-sharing, incentive, health, dental, medical, surgical, hospital, indemnity, welfare, sickness, accident, disability, death, apprenticeship, training, day care, scholarship, tuition reimbursement, education, adoption assistance, prepaid legal services, termination, unemployment, vacation or other paid time off, change in control, or other similar plan, fund, program, or arrangement, whether written or unwritten, that is sponsored, maintained, or contributed to, or required to be maintained or contributed to, by the Company or any of its Subsidiaries or any other Person for the benefit of any present or former officers, employees, agents, directors, consultants, or independent contractors of the Company or any of its Subsidiaries.

“Environmental, Health, and Safety Requirements” means all Laws and Orders concerning public health and safety, worker and occupational health and safety, natural resources and pollution or protection of the environment, including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any Hazardous Substances, materials, or wastes, chemical substances, or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, fuel oil products and byproducts, mold, asbestos, polychlorinated biphenyls, noise, or radiation.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations promulgated thereunder.

“ERISA Affiliate” of any Person means any other Person which, together with such first Person, would be treated as a single employer under Section 414 of the Code.

“Excluded Representations” has the meaning set forth in ‎Section 6.3.

“Financial Statements” has the meaning set forth in ‎Section 3.7(a).

“First Future Investment” has the meaning set forth in ‎Section 1.4(a).

“First Measurement Period” has the meaning set forth in ‎Section 1.4(a).

“First Milestone” has the meaning set forth in ‎Section 1.4(a).

“Future Investment Objections Statement” has the meaning specified in ‎Section 1.5.

“Future Investment Report” has the meaning specified in ‎Section 1.5.

“Future Investments” means the First Future Investment and the Second Future Investment, collectively.

“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.

“General Survival Date” has the meaning set forth in ‎Section 6.3.

“Governmental Body” means any foreign or domestic federal, state or local government or quasi-governmental authority or any department, agency, subdivision, court or other tribunal of any of the foregoing.

“Gross Profit” means, for the relevant time period, the gross profit of the Company and its Subsidiaries, calculated consistent with past practice and the Financial Statements and consistent with the financial projections provided to Investor on September 22, 2022. Notwithstanding anything in this Agreement to the contrary, (i) if the Company or any of its Subsidiaries engages in an acquisition, joint venture, disposition or similar transaction prior to the end of the relevant time period, then Gross Profit will be calculated without giving effect to such acquisition, joint venture, disposition or similar transaction (or the business acquired thereby), (ii) the calculation of Gross Profit shall exclude any amounts received by the Company or any of its Subsidiaries from any Governmental Body pursuant to a grant or any other similar award or reimbursement and (iii) the calculation of Gross Profit shall (A) exclude the impact of any Net Revenue that is not collected in cash within one hundred sixty (160) days after the relevant time period (to the extent not otherwise reserved), and shall (B) without duplication of the prior clause (A), include the impact of any bad debt expense or revenue write-off recorded in a subsequent period associated with the Net Revenue of the relevant time period. For the avoidance of doubt, any research and development expenses related to the development and sale, licensing or provision of cell processing systems, equipment and technologies (but only such expenses which are consistent with the “Technologies” financial statements provided to Investor), shall not be included in the calculation of Gross Profit.

“Hazardous Substances” means (a) petroleum or petroleum products, flammable materials, explosives, radioactive materials, radon gas, lead-based paint, asbestos in any form, urea formaldehyde foam insulation, polychlorinated biphenyls (PCBs), transformers or other equipment that contain dielectric fluid containing PCBs and toxic mold or fungus of any kind or species, (b) any chemicals or other materials or substances which are defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “toxic substances,” “toxic pollutants,” “contaminants,” “pollutants,” or words of similar import under any applicable Environmental, Health, and Safety Requirements, and (c) any other chemical, material or substance exposure to which is prohibited, limited or regulated under any applicable Environmental, Health, and Safety Requirements.

“Improvements” means all buildings, structures, fixtures, building systems and equipment, and all components thereof (including the roof, foundation and structural elements), included in the Leased Real Property.

“Indemnified Party” has the meaning set forth in ‎Section 6.6(a).

“Indemnifying Party” has the meaning set forth in ‎Section 6.6(a).

“Initial Closing” has the meaning set forth in ‎Section 1.8.

“Initial Closing Date” has the meaning set forth in ‎Section 1.8.

“Initial Investment” has the meaning set forth in ‎Section 1.2.

“Intellectual Property” means any and all intellectual property rights or similar proprietary rights, whether registered or unregistered, including all of the following in any jurisdiction throughout the world: (a) inventions (whether patentable or unpatentable and whether or not reduced to practice) and improvements thereto, national and multinational statutory invention registrations, patents and patent applications of any type issued or applied for in any jurisdiction, together with all provisionals, nonprovisionals, reissuances, continuations, continuations-in-part, divisions, extensions, supplementary protection certificates, reexaminations and the equivalents of any of the foregoing in any jurisdiction, (“Patents”) (b) all trademarks, service marks, trade dress, logos, slogans, trade names (including social media user names), corporate and business names and other indications of origin, whether or not registered, in any jurisdiction, brand names, Internet domain names, certification marks, and rights in telephone numbers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith (“Trademarks”) (c) all copyrightable works, all copyrights (whether or not registered), all applications, registrations, and renewals in connection therewith in any jurisdiction, including all derivative works, moral rights, extensions, reversions or restorations associated with such copyrights, regardless of the medium of fixation or means of expression (“Copyrights”) (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, processes, methods, knowledge, experience, skills, techniques, schematics, technical data and information, data rights, designs, drawings, blue prints, utility models, specifications, technology, inventions, discoveries, ideas and improvements, including manufacturing information and processes, standard operating procedures, flow diagrams, regulatory and clinical data, research records and similar information, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all Software, (g) all material advertising and promotional materials, (h) all other proprietary rights, (i) all copies and tangible embodiments thereof (in whatever form or medium) and (j) all rights to assert, claim or sue and collect damages for the past, present or future infringement, misappropriation or other violation of any of the foregoing. Intellectual Property of the Company and its Subsidiaries includes any such Intellectual Property in the relevant schedules of the Disclosure Schedule.

“Intellectual Property Agreements” means any Contract (i) pursuant to which the Company or any of its Subsidiaries uses or obtains any rights with respect to any Intellectual Property which is not owned by the Company or one of its Subsidiaries or (ii) pursuant to which the Company or any of its Subsidiaries grants any other Person any rights with respect to any Intellectual Property owned by or licensed to the Company or any of its Subsidiaries.

“Intercompany Loan Adjustment” has the meaning set forth in Section 1.11.

“Investor” has the meaning set forth in the preface.

“Investor Expenses” means any and all legal, accounting, tax, financial advisory and other professional or transaction related costs, fees and expenses incurred by Investor or their Affiliates in connection with this Agreement or in investigating, pursuing or completing the Transactions (including any amounts owed to any consultants, auditors, accountants, attorneys, brokers or investment bankers), as documented by written invoices.

“Investor Indemnitees” has the meaning set forth in ‎Section 6.1(a).

“Israel Sub” has the meaning set forth in the Preliminary Statements.

“IT Assets” means computers, Software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology equipment, and all associated documentation owned by the Company, its Subsidiaries or the Business or licensed or leased by the Company, its Subsidiaries or the Business pursuant to written agreement (excluding any public networks).

“Knowledge” means (a) in the case of an individual, the actual knowledge of such individual, upon reasonable inquiry and (b) in the case of Orgenesis Parent, the Company, and their Subsidiaries, the actual knowledge of Vered Caplan, Dan Slonim, Evan Fishman, Pierre Lammeretz, Joseph Green and Greg Roumeliotis, in each case upon reasonable inquiry.

“Law” means any foreign or domestic federal, state or local law, statute, code, ordinance, regulation, rule, directive, consent agreement, constitution or treaty of any Governmental Body, including common law.

“Leased Real Property” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, Improvements, fixtures or other interest in real property held by the Company or any of its Subsidiaries.

“Leases” means all written or oral leases, subleases, licenses, easements, concessions and other agreements, including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto, pursuant to which the Company or any of its Subsidiaries holds any Leased Real Property.

“Lien” means any lien, mortgage, pledge, encumbrance, charge, security interest, adverse claim, liability, interest, charge, preference, priority, proxy, transfer restriction (other than restrictions under the Securities Act and state securities Laws), encroachment, Tax, order, community property interest, equitable interest, option, warrant, right of first refusal, easement, profit, license, servitude, right of way, covenant, condition or zoning restriction.

“LLC Agreement” means that certain Second Amended and Restated LLC Agreement of the Company dated as of the date hereof among the Company, Investor and Orgenesis Parent, in the form of Exhibit A attached hereto.

“LLC Agreement Terms” means Sections 37, 38 and 39 (other than Section 39(a)(ii)) of the LLC Agreement, that must be approved by the shareholders of Orgenesis Parent.

“LLC Agreement Terms Deadline” means the earlier of (i) the date that is seven (7) months following the Initial Closing Date and (ii) the date of Orgenesis Parent’s 2023 annual meeting of its shareholders.

“Loan Agreement” means that certain Senior Secured Convertible Loan Agreement, dated as of August 15, 2022, between Investor, the Company and Orgenesis Parent.

“Material Adverse Effect” means any event, change, development, or effect that, individually or in the aggregate, will or could reasonably be expected to have a materially adverse effect on (a) the business, operations, assets (including intangible assets), properties, liabilities, operating results, or financial or other condition of the Company or any of its Subsidiaries or (b) the ability of the Company or Orgenesis Parent to consummate timely the Transactions.

“Material Contracts” means, collectively, the Contracts required to be listed in ‎Section 3.13(a) of the Disclosure Schedule, the Leases, the Intellectual Property Agreements, and the Company Insurance Agreements.

“Material Customers” has the meaning set forth in ‎Section 3.22(a).

“Material Vendors” has the meaning set forth in ‎Section 3.22(a).

“Measurement Periods” means the First Measurement Period, the First Measurement Period Catch-Up and the Second Measurement Period, collectively.

“Most Recent Balance Sheet” means the balance sheet contained within the Most Recent Financial Statements.

“Most Recent Financial Statements” has the meaning set forth in ‎Section 3.7(a).

“Most Recent Fiscal Month End” has the meaning set forth in ‎Section 3.7(a).

“Most Recent Fiscal Year End” has the meaning set forth in ‎Section 3.7(a).

“Net Names” has the meaning set forth in ‎Section 3.12(h).

“Net Revenue” means, for the relevant time period, the revenue (net of discounts, returns, price adjustments, refunds, rebates, credits, offsets, allowances and reduced by any bad debt expense associated with such revenue (including if such bad debt expense was recorded in a subsequent period)) generated by the Company and its Subsidiaries on a consolidated basis for such time period and determined in accordance with GAAP. Notwithstanding anything in this Agreement to the contrary, if the Company or any of its Subsidiaries engages in an acquisition, joint venture, disposition or similar transaction prior to the end of the applicable Measurement Period, then Net Revenue will be calculated without giving effect to such acquisition, joint venture, disposition or similar transaction (or the business acquired thereby). Notwithstanding anything in this Agreement to the contrary, the calculation of Net Revenue shall exclude (i) revenue generated from Koligo’s product, KYSLECEL, in the United States, (ii) revenue received from the Company’s Affiliates, Orgenesis Parent’s Subsidiaries (other than the Company and its Subsidiaries) or any of the Company’s or its Affiliates’ respective directors, officers, employees, equityholders or other related parties (excluding ordinary course revenue from Image Securities FZE), and (iii) any amounts received by the Company or any of its Subsidiaries from any Governmental Body pursuant to a grant or any other similar award or reimbursement. Notwithstanding anything in this Agreement to the contrary, without duplication of any allowance or bad debt expense, the calculation of Net Revenue shall exclude any revenue which is not collected in cash within 165 days after the relevant time period.

“Off-Balance Sheet Financing” means (a) any liability of the Company or any of its Subsidiaries under any sale and leaseback transactions which does not create a liability on the consolidated balance sheet of the Company and (b) any liability of the Company or any of its Subsidiaries under any synthetic lease, Tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where the transaction is considered indebtedness for borrowed money for federal income Tax purposes but is classified as an operating lease in accordance with GAAP for financial reporting purposes.

“OMPUL” has the meaning set forth in ‎Section 1.8.

“Optional Investment” has the meaning set forth in ‎Section 1.4(c).

“Order” means any foreign or domestic order, award, decision, injunction, judgment, ruling, decree, charge, writ, subpoena or verdict entered, issued, made or rendered by any Governmental Body or arbitrator.

“Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

“Organizational Documents” means (a) any certificate or articles of incorporation, bylaws, certificate or articles of formation, operating agreement or partnership agreement, (b) any documents comparable to those described in clause (a) as may be applicable pursuant to any Law, and (c) any amendment or modification to any of the foregoing.

“Orgenesis Indemnitees” has the meaning set forth in ‎Section 6.2.

“Orgenesis Parent” has the meaning set forth in the preface.

“Orgenesis Transaction Expenses” means any and all (a) legal, accounting, tax, financial advisory, environmental consultants and other professional or transaction related costs, fees and expenses incurred by Orgenesis Parent, its Affiliates, the Company or any of its Subsidiaries in connection with this Agreement or in investigating, pursuing or completing the Transactions (in each case including any amounts owed to any consultants, auditors, accountants, attorneys, brokers or investment bankers), (b) payments, retention bonuses, transaction bonuses, success bonuses or other bonuses, or severance which become due or are otherwise required to be made by Orgenesis Parent, its Affiliates, the Company or any of its Subsidiaries as a result of or in connection with the Closing or as a result of any change of control or other similar provisions, and (c) payroll, employment or other Taxes, if any, required to be paid by Orgenesis Parent, its Affiliates, the Company or any of its Subsidiaries with respect to the amounts payable pursuant to this Agreement or otherwise relating to the Transactions, the amounts described in clause (a) and (b), or the forgiveness of any loans or other obligations owed by Orgenesis Parent or employees in connection with the Transactions.

“Partnership Audit Rules” means Section 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015, together with any binding administrative guidance issued thereunder, or successor provisions and any similar provision or state or local Tax Law.

“Party” has the meaning set forth in the preface.

“Patents” has the meaning set forth in the definition of Intellectual Property.

“Permit” means any license, import license, export license, franchise, Consent, permit, certificate, certification, certificate of occupancy or Order issued by any Person.

“Permitted Lien” means any (a) statutory liens for Taxes not yet due or payable or for Taxes that the Company or any of its Subsidiaries are contesting in good faith through appropriate proceedings in a timely manner, in each case for which adequate reserves have been established and shown on the Most Recent Balance Sheet, (b) statutory liens of landlords, carriers, warehousemen, workmen, repairmen, mechanics, materialmen and similar liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money, (c) restrictions, easements, covenants, reservations, rights of way or other similar matters of title to the Leased Real Property of record, and (d) zoning ordinances, restrictions, prohibitions and other requirements imposed by any Governmental Body, all of which do not materially interfere with the conduct of the Business.

“Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

“Personal Information” means any information or data that, separately or when combined with other data, (i) can be used to identify an individual person, including, without limitation, name, address, email address, photograph, IP address, and unique device identifier or (ii) constitutes “personal data,” “personal information,” or any comparable term, or is otherwise regulated with respect to the processing thereof, under any applicable Laws.

“POCare Centers” means the facilities at the point of care locations that provide point of care treatment to third-party customers for cell or gene therapy development, processing or manufacturing services for treating patients at a point-of-care clinical, hospital or institutional setting, through using OMPULs.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date.

“Preferred Units” means the Class A Preferred Units, Class B Preferred Units (as defined in the LLC Agreement) or Class C-1 Preferred Units, Class C-2 Preferred Units or Class C-3 Preferred Units (each as defined in the LLC Agreement).

“Privacy Laws” means all Laws and industry self-regulatory programs of any jurisdiction concerning the creation, receipt, maintenance, transmission, use, disclosure, processing, protection, collection, analysis, retention, storage, privacy, security, breach, transfer, destruction, or disposal of Personal Information including, without limitation, foreign, state and local consumer protection Laws and foreign, state and local breach notification Laws.

“Proceeding” means any foreign or domestic action, hearing, proceeding, audit, lawsuit, litigation, grievance, investigation or arbitration (in each case, whether civil, criminal or administrative) pending by or before any Governmental Body or arbitrator.

“Proper Approval” has the meaning set forth in ‎Section 1.4(a).

“Properly Approved” has the meaning set forth in ‎Section 1.4(a).

“Purchase Price” has the meaning set forth in ‎Section 1.1.

“Receivables” has the meaning set forth in ‎Section 3.7(c).

“Released Claims” has the meaning set forth in ‎Section 4.9.

“Released Parties” has the meaning set forth in ‎Section 4.9.

“Releasors” has the meaning set forth in ‎Section 4.9.

“Reorganization” has the meaning set forth in the Preliminary Statements.

“Restricted Period” means a period of five (5) years following the last investment by Investor pursuant to this Agreement.

“Rule 144” has the meaning set forth in ‎Section 2.2(j).

“Second Future Investment” has the meaning set forth in ‎Section 1.4(b).

“Second Measurement Period” has the meaning set forth in ‎Section 1.4(b).

“Second Milestones” has the meaning set forth in ‎Section 1.4(b).

“Securities” has the meaning set forth in ‎Section 2.2(g).

“Securities Act” means the Securities Act of 1933, as amended, and any applicable rules and regulations thereunder, and any successor to such statute, rules or regulations.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, and any applicable rules and regulations thereunder, and any successor to such statute, rules or regulations.

“Services Agreements” means that certain Services Agreement between Orgenesis Parent and the Company, dated as of the date hereof.

“Software” means computer software programs (and all enhancements, versions, releases, and updates thereto), including software compilations, software tool sets, compilers, higher level or “proprietary” languages and all related programming and user documentation, whether in source code, object code or human readable form, or any translation or modification thereof that substantially preserves its original identity.

“South Korea Loan” has the meaning set forth in Section 1.11.

“South Korea Sub” has the meaning set forth in the Preliminary Statements.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other entity of which (a) if a corporation, fifty percent (50%) or more of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (b) if a limited liability company, partnership, association, or other entity (other than a corporation), fifty percent (50%) or more of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons also owns fifty percent (50%) or more of an interest in any entity if such Person or Persons shall be allocated fifty percent (50%) or more of such entity’s gains or losses or shall be or control any manager, management board, managing director or general partner of such entity. For the avoidance of doubt, the South Korea Sub and the Israel Sub are considered Subsidiaries of the Company and Theracell Advanced Biotechnology, SA is not included as a Subsidiary of the Company for US GAAP financial reporting purposes.

“Systems” has the meaning set forth in ‎Section 3.20.

“Tax” or “Taxes” means any federal, state, local and foreign net income, alternative or add-on minimum, estimated, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, capital profits, capital, capital gains, lease, service, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, abandoned property or escheat, environmental or windfall profit tax, customs duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever (and any liability incurred or borne by virtue of the application of Treasury Regulation Section 1.1502 -6 (or any similar or corresponding provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise), together with all interest, penalties, additions to tax and additional amounts with respect thereto.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, filed or required to be filed by Law.

“Tax Sharing Agreement” means any written agreement or arrangement entered into prior to the Closing binding the Company or any of its Subsidiaries that provides for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.

“Tax Treatment” has the meaning set forth in the Preliminary Statements.

“Third Party” means any entity other than the Company or the Subsidiaries with whom Orgenesis Parent 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.

“Third-Party Claim” has the meaning set forth in ‎Section 6.6(a).

“Transactions” means all of the transactions contemplated by this Agreement and the Ancillary Agreements, including but not limited to, the Reorganization.

“Transfer Taxes” has the meaning set forth in ‎Section 7.4.

Article 9
Miscellaneous

Section 9.1. Press Releases and Public Announcements. No press release or any public announcement relating to the subject matter of this Agreement shall be made by any Party without the prior written approval of the other Parties, except (i) the approved press release attached hereto as Schedule 9.1 and (ii) any press release or public announcement that is required by applicable Law, including a Current Report on Form 8-K to be filed by Orgenesis Parent within four (4) business days of the date of this Agreement, in which case the Party required to make the press release or announcement will allow the other Parties reasonable time to comment on such press release or announcement in advance of issuance and shall incorporate such comments into such press release or announcement.

Section 9.2. No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

Section 9.3. Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

Section 9.4. Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of Investor and Orgenesis Parent; provided, however, that Investor may (a) assign any or all of its rights and interests hereunder to one or more of its Affiliates and designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Investor nonetheless shall remain responsible for the performance of all of its obligations hereunder) for reorganization purposes; provided, that such assignment is not to a competitor of the Company and its Subsidiaries, (b) assign its rights under this Agreement for collateral security purposes to any lenders providing financing to Investor, the Company or any of their respective Subsidiaries or Affiliates; provided, that such lender is approved by Orgenesis Parent (such approval not to be unreasonably withheld), or (c) assign its rights under this Agreement to any Person that acquires the Company or any of its Subsidiaries or any of their assets or any of Investor’s equity interests in the Company. Notwithstanding the foregoing, Orgenesis Parent may assign its rights under this Agreement without the prior written approval of Investor to any Person that acquires the Company or any of its Subsidiaries or any of their assets.

Section 9.5. Counterparts. This Agreement may be executed in one or more counterparts (including by means of facsimile or via email in electronic or portable document format (.pdf) signature pages), each of which shall be deemed an original but all of which together will constitute one and the same instrument.

Section 9.6. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.7. 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) when sent by electronic mail, on the date of transmission to such recipient, (c) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (d) four (4) 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:

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

Section 9.8. Governing Law. This Agreement and any claim, controversy or dispute arising out of or related to this Agreement, any of the Transactions, the relationship of the Parties, and/or the interpretation and enforcement of the rights and duties of the Parties, whether arising in contract, tort, equity or otherwise, shall be governed by and construed in accordance with the domestic Laws of the State of Delaware (including in respect of the statute of limitations or other limitations period applicable to any such claim, controversy or dispute), without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

Section 9.9. Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Investor and Orgenesis Parent. No waiver by any Party of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such waiver nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 9.10. Injunctive Relief. The Parties hereby agree that, in the event of breach of Sections ‎4.2, ‎4.4, ‎4.5, ‎4.6 or ‎4.7 of this Agreement, damages would be difficult, if not impossible, to ascertain, that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that the character, periods and geographical area and the scope of the restrictions on Orgenesis Parent’s activities in Sections ‎4.5, ‎4.6 or ‎4.7 are fair and reasonably required for the protection of Investor and its Affiliates. It is accordingly agreed that, in addition to and without limiting any other remedy or right it may have, Investor shall be entitled to an injunction or other equitable relief in any court of competent jurisdiction, without any necessity of proving damages or any requirement for the posting of a bond or other security, enjoining any such breach of Sections ‎4.2, ‎4.4, ‎4.5, ‎4.6 or ‎4.7 and enforcing specifically the terms and provisions. Orgenesis Parent and Investor hereby (a) waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief and (b) acknowledges that Orgenesis Parent and Investor shall receive significant benefits as a result of the completion of the Transactions.

Section 9.11. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

Section 9.12. Expenses. Except as otherwise expressly provided in this Agreement, each Party will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the Transactions; provided, that (a) all Orgenesis Transaction Expenses shall be paid by the Company as set forth on Exhibit C, (b) upon consummation of the Transactions, the Investor Expenses as set forth on Exhibit C will be assumed and paid by the Company in cash in full and (c) the Company agrees to reimburse the Investor for all reasonable out-of-pocket expenses (including legal fees and expenses) paid or incurred by the Investor in connection with the Investor’s investment in the Company and its rights and obligations under the LLC Agreement, including the enforcement and protection thereof.

Section 9.13. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation.

Section 9.14. Incorporation of Exhibits and Disclosure Schedule. The Exhibits, Disclosure Schedule and other Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

Section 9.15. Schedules. Any item or information set forth in the Disclosure Schedule shall be deemed fully disclosed to the extent the relevance of such item or information is reasonably apparent from the face of such disclosure. The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant. Investor has been provided full and complete copies of all documents referred to on the Disclosure Schedule. The Investor shall have no recourse of any kind against Orgenesis Parent, the Company or any of their Subsidiaries pursuant to ‎Section 6.1(a)(i) with respect matters or items that are properly disclosed as exceptions to such representation and warranty in the applicable section(s) of the Disclosure Schedule and in accordance with this ‎Section 9.15.

Section 9.16. Waiver of Jury Trial. EACH OF THE PARTIES WAIVES THEIR RESPECTIVE RIGHTS 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 PARTIES 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.

Section 9.17. Exclusive Venue. 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 CHANCERY COURT IN NEW CASTLE COUNTY, DELAWARE (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 OBJECTION WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING IN ANY DESIGNATED COURT, INCLUDING 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 ‎9.7 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.

Section 9.18. Time to Bring Claims. Pursuant to Section 8106, Title 10 of the Delaware Code, the Parties agree that this Agreement involves at least U.S. $100,000, and that any Proceeding arising out of or relating to this Agreement or the Transactions may be brought at any time within 10 years following the date on which there is a Change of Control Transaction of the Company (as hereinafter defined); it being the intention of the Parties that, except as otherwise expressly provided in this Agreement with respect to shorter periods of time, the Parties shall have the maximum amount of time permitted under the Laws of the State of Delaware to bring a Proceeding arising out of or relating to this Agreement or the Transactions. Except as otherwise expressly provided in ‎Section 6.3 with respect to shorter periods of time, each Party hereby waives the right to assert any statute of limitations of less than 10 years following the date of a Change of Control Transaction of the Company in defense of any such Proceeding; provided, however, that this waiver shall not bar a defense to any Proceeding that was not commenced within the 10 year time limit imposed by this ‎Section 9.18. For the purposes of this ‎Section 9.18, the term “Change of Control Transaction” shall mean the following: (i) the sale of all, or substantially all, of the assets of the Company to a third party that is unrelated to the Company or its stockholders; (ii) a merger with or into or consolidated with another entity under circumstances where the stockholders of the Company immediately prior to such merger or consolidation do not own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting entity, as the case may be; or (iii) an acquisition of more than 50% of the outstanding equity of the Company by a third party that is unrelated to the Company or its stockholders.

[Remainder of Page Intentionally Left Blank]

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

[Signature Page to Unit Purchase Agreement]

Exhibit A

Second Amended and Restated Limited Liability Company Agreement

Exhibit B

Debt Adjustments

Exhibit C

Investor Expenses

Exhibit 10.2

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of

MORGENESIS LLC

a Delaware limited liability company

THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. BECAUSE SUCH SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED THEY MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS THE SECURITIES HAVE BEEN QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS. TRANSFER OF THE SECURITIES REPRESENTED BY THIS AGREEMENT IS FURTHER SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS SET FORTH HEREIN.

TABLE OF CONTENTS

SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF
MORGENESIS LLC

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Morgenesis LLC (the “Company”) is entered into this [●] day of [●], 2022 by and among the Members (defined below) of the Company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

R E C I T A L S

WHEREAS, the Company was formed as a Delaware limited liability company by filing a certificate of formation with the Secretary of State of the State of Delaware on August 11, 2022;

WHEREAS, on August 11, 2022, Orgenesis Inc. (“Orgenesis”) entered into a limited liability agreement (the “Original Agreement”) in order to govern the operations and affairs of the Company and on August 15, 2022, Orgenesis amended and restated the Original Agreement in its entirety (the “Amended Agreement”) in connection with the Loan Agreement (defined below);

WHEREAS, effective as of the date hereof, and in connection with the transactions contemplated by that certain Unit Purchase Agreement among MM OS Holdings, L.P. (“MM”), the Company and Orgenesis, dated November 4, 2022 (the “Purchase Agreement”), the Company issued 3,019,651 Class A Preferred Units (defined below) to MM in exchange for the Initial Investment (as defined in the Purchase Agreement) and MM was admitted to the Company as a Member; and

WHEREAS, effective as of the date hereof, and in connection with the closing of the transactions contemplated by the Purchase Agreement, Orgenesis and MM desire to amend and restate the Amended Agreement in its entirety, as set forth herein.

NOW, THEREFORE, in consideration of the representations, warranties, agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Members hereby agree as follows:

1. Definitions. For purposes of this Agreement, each of the following terms shall have the meaning given such term in this Section 1:

“1933 Act” means 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.

“Additional Units” means all Units (other than Excluded Securities) issued by the Company after the date hereof.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. No Person shall be an “Affiliate” of the Company, Orgenesis or any Subsidiary of either the Company or Orgenesis solely because it is an unrelated portfolio company of MM and neither MM nor any of its Affiliates shall be considered an Affiliate of the Company or Orgenesis or any Subsidiary of either the Company or Orgenesis.

“As-Converted Basis” means a calculation of the Common Units assuming that all Preferred Units outstanding are converted into Common Units.

“Asset FMV” means, as of the relevant date of determination, with respect to any asset, the fair market value of such asset as reasonably determined in good faith by the Board assuming such asset was sold in an arm’s-length transaction between a willing buyer and a willing seller occurring on the date of valuation, taking into account all relevant factors determinative of value (and giving effect to any transfer taxes payable in connection with such sale). For all purposes hereunder, the determination of the Asset FMV by the Board shall be deemed conclusive, final and binding on all Members (and shall not be subject to collateral attack for any reason).

“Business Day” means any day other than Saturday, Sunday or any day on which banks are required or authorized by Law to be closed in New York, New York.

“Capital Contribution” means, with respect to any Member, any cash, cash equivalents, or the fair market value of property that the Member contributes (or is deemed to contribute) to the Company by way of subscription for Units in the Company.

“Change of Control” means the earliest to occur of:

(i) the direct or indirect sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions (including any merger or consolidation or whether by operation of law or otherwise), of all or substantially all of the properties or assets of the Company and its Subsidiaries, to any Person; and

(ii) the consummation by the Company of any transaction or series of related transactions (including any merger, recapitalization, stock issuance, consolidation or restructuring whether by operation of law or otherwise), the result of which is that the Member(s) of the Company immediately prior to such transaction (in their capacities as such) possess less than a majority of the outstanding membership or other equity interests and the voting power of any surviving entity of any such transaction immediately after the consummation of such transaction or series of related transactions.

“Class A PIK Yield” means, with respect to each Class A Preferred Unit, the amount accruing on such Class A Preferred Unit on a quarterly basis, at the rate of 8% per annum on an amount equal to the sum of (x) the Capital Contributions (or deemed Capital Contributions) in respect of such Class A Preferred Unit as reflected on Schedule A plus (y) the unpaid amount accrued thereon under clause (x) of this definition of “Class A PIK Yield” for all prior calendar quarters. The Class A PIK Yield shall accrue quarterly in arrears on the first day of each calendar quarter; provided, that if any Class A Preferred Unit is outstanding for less than a full calendar quarter, the quarterly Class A PIK Yield for such Class A Preferred Unit shall be pro-rated based on the number of days the applicable Class A Preferred Unit has been outstanding during such calendar quarter. Notwithstanding the foregoing, the Class A PIK Yield shall cease accruing as of January 1, 2024 should the Company deliver an Earnout Report (as defined in the Purchase Agreement) indicating that an Earnout Payment (as defined in the Purchase Agreement) is payable to Orgenesis; provided, that if it is finally determined pursuant to Section 1.6 of the Purchase Agreement that there is no Earnout Payment owed to Orgenesis, then the Class A PIK Yield shall be automatically reinstated effective as of January 1, 2024.

“Class A Preferred Liquidation Preference Amount” means, with respect to a Class A Preferred Unit, the greater of (i) 2.0x the Class A Preferred Unit Original Issue Price and (ii) the aggregate amount that would be distributed to the holder of such Class A Preferred Unit in respect of the number of Common Units that would be issued upon the conversion of such Preferred Unit assuming such conversion were to occur immediately prior to such Liquidation.

“Class A Preferred Unit Original Issue Price” means $10.00 per Class A Preferred Unit plus the Class A PIK Yield.

“Class A Preferred Units” means the Units having the privileges, preference, duties, liabilities, obligations, and rights specified with respect to “Class A Preferred Units” in this Agreement.

“Class B PIK Yield” means, with respect to each Class B Preferred Unit, the amount accruing on such Class B Preferred Unit on a quarterly basis, at the rate of 8% per annum on an amount equal to the sum of (x) the Capital Contributions (or deemed Capital Contributions) in respect of such Class B Preferred Unit as reflected on Schedule A plus (y) the unpaid amount accrued thereon under clause (x) of this definition of “Class B PIK Yield” for all prior calendar quarters. The Class B PIK Yield shall accrue quarterly in arrears on the first day of each calendar quarter; provided, that if any Class B Preferred Unit is outstanding for less than a full calendar quarter, the quarterly Class B PIK Yield for such Class B Preferred Unit shall be pro-rated based on the number of days the applicable Class B Preferred Unit has been outstanding during such calendar quarter. Notwithstanding the foregoing, the Class B PIK Yield shall cease accruing as of January 1, 2024 should the Company deliver an Earnout Report (as defined in the Purchase Agreement) indicating that an Earnout Payment (as defined in the Purchase Agreement) is payable to Orgenesis; provided, that if it is finally determined pursuant to Section 1.6 of the Purchase Agreement that there is no Earnout Payment owed to Orgenesis, then the Class A PIK Yield shall be automatically reinstated effective as of January 1, 2024.

“Class B Preferred Liquidation Preference Amount” means, with respect to a Class B Preferred Unit, the greater of (i) 1.5x the Class B Preferred Unit Original Issue Price and (ii) the aggregate amount that would be distributed to the holder of such Class B Preferred Unit in respect of the number of Common Units that would be issued upon the conversion of such Class B Preferred Unit assuming such conversion were to occur immediately prior to such Liquidation.

“Class B Preferred Unit Original Issue Price” means $10.00 per Class B Preferred Unit plus the Class B PIK Yield.

“Class B Preferred Units” means the Units having the privileges, preference, duties, liabilities, obligations, and rights specified with respect to “Class B Preferred Units” in this Agreement.

“Class C Preferred Liquidation Preference Amount” means, with respect to a Class C Preferred Unit, the greater of (i) 1.0x the Class C Preferred Unit Original Issue Price and (ii) the aggregate amount that would be distributed to the holder of such Class C Preferred Unit in respect of the number of Common Units that would be issued upon the conversion of such Class C Preferred Unit assuming such conversion were to occur immediately prior to such Liquidation.

“Class C Preferred Unit Original Issue Price” means the price paid per Unit in respect of any Class C-1 Preferred Unit, Class C-2 Preferred Unit or Class C-3 Preferred Unit, as applicable.

“Class C Preferred Units” means the Class C-1 Preferred Units, the Class C-2 Preferred Units and the Class C-3 Preferred Units.

“Class C-1 Preferred Units” means the Units having the privileges, preference, duties, liabilities, obligations, and rights specified with respect to “Class C-1 Preferred Units” in this Agreement.

“Class C-2 Preferred Units” means the Units having the privileges, preference, duties, liabilities, obligations, and rights specified with respect to “Class C-2 Preferred Units” in this Agreement.

“Class C-3 Preferred Units” means the Units having the privileges, preference, duties, liabilities, obligations, and rights specified with respect to “Class C-3 Preferred Units” in this Agreement.

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

“Common Units” means the Units having the privileges, preference, duties, liabilities, obligations, and rights specified with respect to “Common Units” in this Agreement.

“Company IPO” means the issuance and sale by the Company (or any entity into which the Company is converted or that is formed to hold Units or similar Securities of the Company) of securities in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the 1933 Act, or any analogous filing under the securities laws of any jurisdiction other than the US (whether alone or in connection with a secondary public offering).

“Dilutive Issuance” means the issuance of Additional Units.

“Distribution” means each distribution made by the Company to a Member, whether in cash, property or securities of the Company and whether by liquidating distribution, redemption, repurchase or otherwise; provided, however, that none of the following shall be a Distribution: (a) any repurchase by the Company of Units pursuant to ‎‎Section 39, (b) any repurchase or redemption of Units pursuant to the right of first refusal under Sections 34 or 35, (c) any repurchase or redemption of Units from any Member that is approved by a Supermajority Vote or (d) any fees, expenses or other amounts paid to MM (or any Affiliate of MM) that are not in respect of MM’s Units, including payments made pursuant to the Monitoring Agreement.

“Excluded Securities” means the issuance of (a) Units issued as a pro rata distributions to holders of then-outstanding Preferred Units or upon any subdivision or combination of then-outstanding Preferred Units approved by a Supermajority Vote; (b) securities issued in a Company IPO approved by a Supermajority Vote and MM; (c) Common Units issued upon the conversion of Preferred Units; (d) Incentive Units to any current or former employees or other service providers of the Company or any of its Subsidiaries pursuant to any employee or service provider benefit plan, compensatory arrangement or employment agreement approved by a Supermajority Vote, (e) securities issued in connection with strategic transactions approved by a Supermajority Vote and (f) Preferred Units sold pursuant to the Purchase Agreement.

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

“GAAP” means generally accepted accounting principles in the US as in effect and applicable to the accounting period in respect of which reference to GAAP is made.

“Gross Asset Value” means, with respect to any Company property, unless otherwise determined by the parties, the Company’s adjusted basis in such property solely for U.S. federal income tax purposes, adjusted from time to time to reflect the adjustments required or permitted by Treasury Regulation Sections 1.704-1(b)(2)(iv), except that (i) in the case of any property contributed (or deemed contributed) to the Company, the Gross Asset Value of such property shall initially equal the fair market value of such property, (ii) in the case of any property distributed by the Company, the Gross Asset Value of such property shall be adjusted immediately prior to such distribution to equal its fair market value at such time, and (iii) any adjustments to the adjusted basis of any asset of the Company pursuant to Code Sections 734(b), or 743(b) shall be taken into account in determining such asset’s Gross Asset Value in a manner consistent with Treasury Regulation Sections 1.704 1(b)(2)(iv)(m).

“Incentive Unit” means a Unit designated by the Board as an “Incentive Unit” and having the rights and obligations specified with respect thereto in this Agreement and the applicable award agreement evidencing such Incentive Unit award.

“Initial Three Year Period” means the three year period following the Investment Date.

“Initial Two Year Period” means the two year period following the Investment Date.

“Investment Date” means the date of the Initial Closing (as defined in the Purchase Agreement).

“Liquidation” means (i) any Deemed Liquidation Event, or (ii) any liquidation, dissolution or winding up, voluntary or involuntary, of the Company.

“Management Holders” means (a) those Persons listed as Management Holders on the signature pages of this Agreement, (b) any Person that acquires any Units who is or was formerly an officer or employee of the Company or any of its Subsidiaries, (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.

“Material Governance Event” means (i) the resignation, termination, or replacement at any time during the Initial Three Year Period of Orgenesis’s current Chief Executive Officer, Vered Caplan, except for termination or replacement approved by the MM Holders or the death or disability of Vered Caplan, (ii) at any time, any dissolution, termination, winding-up, bankruptcy, insolvency or liquidation event of Orgenesis, (iii) the appointment of a receiver for Orgenesis, (iv) a Change of Control, (v) any person or group of persons, directly or indirectly, having obtained at least majority control of the Company and/or the ability to appoint or cause the appointment of at least a majority of the members of the Board, in each case without the consent of MM or (vi) any change of control of Orgenesis, including, among other things, (a) the removal or replacement by a shareholder or group of shareholders of a majority of the members of the board of directors of Orgenesis as of the date hereof, (b) the direct or indirect sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions (including any merger or consolidation or whether by operation of law or otherwise), of all or substantially all of the properties or assets of Orgenesis, to any Person and (c) the consummation by Orgenesis of any transaction or series of related transactions (including any merger, recapitalization, stock issuance, consolidation or restructuring whether by operation of law or otherwise), the result of which is that the shareholders of Orgenesis immediately prior to such transaction (in their capacities as such) possess less than a majority of the outstanding equity interests or voting power of any surviving entity of any such transaction immediately after the consummation of such transaction or series of related transactions.

“Material Underperformance Event” means (i) if anytime during the Initial Two Year Period the Company and its Subsidiaries, for the period prior to the incorporation of the Company but beginning January 1, 2022, after giving pro forma effect to the Reorganization, generate Net Revenue of less than $20,000,000 for any 12-month period, as determined at the end of the fourth quarter of each year, or (ii) at any time after the Initial Two Year Period, the Company generates Net Revenue of less than $30,000,000 during any 12-month period.

“Member” means each of the Unitholders listed on ‎Schedule A hereto, and any Person admitted to the Company as an additional Member, but, in each case, only for so long as such Person is the owner of Units.

“Membership Interest” means a limited liability company interest in the Company held by a Member representing a fractional portion of the limited liability company interests in the Company held by all Members, which are represented by Units; provided that any class or series of Units issued shall have the relative rights, powers and duties set forth in this Agreement and the limited liability company interests represented by such class or series of Units shall be determined in accordance with such relative rights, powers and duties.

“MM Holders” means (a) MM and its Affiliates, (b) the other Persons listed as MM Holders on the signature pages of this Agreement, and (c) any Person (i) to whom Units, whether on or following the date of this Agreement, are Transferred by MM or any other MM Holder and (ii) who becomes a party (if not already a party) to this Agreement as an “MM Holder” by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A.

“Monitoring Agreement” means the Advisory Services and Monitoring Agreement between the Company and Metalmark Management II LLC.

“Net Revenue” means, for the relevant time period, the revenue (net of discounts, returns, price adjustments, refunds, rebates, credits, offsets, allowances and reduced by any bad debt expense associated with such revenue (including if such bad debt expense was recorded in a subsequent period)) generated by the Company and its Subsidiaries on a consolidated basis for such time period and determined in accordance with GAAP. Notwithstanding anything in this Agreement to the contrary, if the Company or any of its Subsidiaries engages in an acquisition, joint venture, disposition or similar transaction prior to the end of the applicable time period, then Net Revenue will be calculated without giving effect to such acquisition, joint venture, disposition or similar transaction (or the business acquired thereby). Notwithstanding anything in this Agreement to the contrary, the calculation of Net Revenue shall exclude (i) revenue generated from Koligo’s product, KYSLECEL, in the United States, and (ii) revenue received from the Company’s Affiliates, Orgenesis’s Subsidiaries (other than the Company and its Subsidiaries) or any of the Company’s or its Affiliates’ respective directors, officers, employees, equityholders or other related parties (excluding ordinary course revenue from Image Securities FZE). Notwithstanding anything in this Agreement to the contrary, without duplication of any allowance or bad debt expense, the calculation of Net Revenue shall exclude any revenue which is not collected in cash within 160 days after the relevant time period.

“Non-Incentive Units” means Common Units and Preferred Units.

“Partner Minimum Gain” means minimum gain, determined generally in accordance with Treas. Reg. § 1.704-2 to the extent such provisions are not inconsistent with the specific provisions of Treas. Reg. § 1.704-1(2)(i) attributable to Partner Nonrecourse Liability.

“Partner Nonrecourse Deductions” has the meaning as set forth in Treas. Reg. § 1.704-2(i)(1) and Treas. Reg. § 1.704-2(i)(2).

“Partner Nonrecourse Liability” has the meaning set forth in Treas. Reg. § 1.704-2(b)(4).

“Partnership Audit Rules” means Subchapter C of Chapter 63 of the Code, as enacted by the Bipartisan Budget Act of 2015, as amended, as the same may be further amended from time to time, and any Treasury regulations and other guidance promulgated thereunder, and any similar state or local legislation, regulations or guidance.

“Partnership Minimum Gain” has the meaning set forth in Treas. Reg. § 1.704-2(b)(2) and is computed in accordance with Treas. Reg. § 1.704-2(d).

“Partnership Nonrecourse Deductions” has the meaning set forth in Treas. Reg. § 1.704-2(b)(1) and Treas. Reg. § 1.704-2(b)(2). The amount of Partnership Nonrecourse Deductions for a Fiscal Year is determined in accordance with Treas. Reg. § 1.704-2(c).

“Partnership Nonrecourse Liability” has the meaning set forth in Treas. Reg. § 1.752-1(a)(2).

“Permitted Transfer” means a Transfer of Units:

(a) between any Member who is a natural person and such Member’s Family Group (whether inter vivos or upon death);

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

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

(d) by any MM Holder to (i) any of its Affiliates or Subsidiaries or (ii) any of its members, general partners or limited partners;

(e) by a Member to another Member approved by a Supermajority Vote; or

(f) by a Member to the Company approved by a Supermajority Vote;

; provided, however, that notwithstanding anything herein to the contrary, neither the Company nor any Member shall participate in the establishment of a secondary market for Units in the Company or the substantial equivalent thereof as defined in Treasury Regulations Section 1.7704-1(c) or the inclusion of Units on such a market or on an established securities market as defined in Treasury Regulations Section 1.7704-1(b), nor shall the Company recognize any Transfers of Units made on any of the foregoing markets by admitting the purported transferee to the Company or otherwise recognizing the rights of such purported transferee.

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

“Person” means and includes an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

“Preferred Liquidation Preference Amount” means the Class A Preferred Liquidation Preference Amount, the Class B Preferred Liquidation Preference Amount or the Class C Preferred Liquidation Preference Amount, as applicable.

“Preferred Units” means the Class A Preferred Units, the Class B Preferred Units and the Class C Preferred Units.

“Pro Rata Percentage” means, at any time with respect to one or more Members, a fraction, expressed as a percentage, the numerator of which is equal to the number of Common Units on an As-Converted Basis then owned by such Member(s) and the denominator of which is equal to the aggregate number of Common Units on an As-Converted Basis then outstanding and held by all Unitholders.

“Registrable Securities” means all Units held by any Member whether acquired on or after the date hereof (including any and all Units or other equity interests issued or issuable with respect to Registrable Securities by way of Units or other equity interest split, division, distribution or similar transaction or reorganization or in connection with any combination of Units or other equity interests, recapitalization, merger, consolidation or other reorganization); provided, that as to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities (a) when 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) when a registration statement on Form S-8 with respect to such securities shall have become effective under the 1933 Act, (c) upon the sale thereof to the public pursuant to Rule 144 (or successor rule) under the 1933 Act under circumstances in which all of the applicable conditions of such Rule (then in effect) are met or (d) when such securities have ceased to be outstanding.

“Regulatory Allocations” means the allocations set forth in Section 24.

“Sale of the Company” means the sale of (a) a majority of the Units (whether by merger, consolidation, sale or Transfer of Units, reorganization, recapitalization or otherwise) or (b) all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis.

“SEC” means the Securities and Exchange Commission.

“Securities” shall mean all (a) Units, (b) Unit Equivalents, (c) securities of the Company issued or issuable with respect to the securities referred to in clauses (a) and (b) above, including pursuant to a distribution, unit split, or like action, or pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise, and (d) debt securities and debt instruments issued by the Company (including pursuant to any creditor loan agreement or similar arrangement).

“Specified Agreement Terms” means Sections 37, 38 and 39 (other than Section 39(a)(ii)).

“Subsidiary” shall mean, with respect to any Person (a) any corporation of which 50% or more of the issued and outstanding equity securities having ordinary voting power to elect a majority of the Board of Directors of such corporation is at the time directly or indirectly owned or controlled by such Person, (b) any partnership, joint venture, or other association of which 50% or more of the equity interest having the power to vote, direct or control the management of such partnership, joint venture or other association is at the time directly or indirectly owned and controlled by such Person, or (c) any other entity included in the financial statements of such Person on a consolidated basis. Unless otherwise specified, “Subsidiary” shall mean any Subsidiary of Orgenesis. For all purposes hereunder, (a) for the avoidance of doubt, the Company shall be deemed to be a Subsidiary of Orgenesis, and (b) Orgenesis Korea Co Ltd., Orgenesis Germany GmBH, Orgenesis Maryland LLC, Orgenesis Biotech Israel LTD, Orgenesis Services SRL and Tissue Genesis International LLC shall be deemed to be Subsidiaries of the Company.

“Supermajority Vote” means a majority of the members of the Board, which must include at least one MM Manager.

“Tax Matters Representative” has the meaning set forth in Section 27.

“Transfer” means 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.

“Unit Equivalents” shall mean any (a) warrants, options or other right to subscribe for, purchase or otherwise acquire any Common Units or (b) any securities or evidence of indebtedness, directly or indirectly, convertible into or exchangeable for Common Units (including, but not limited to, any outstanding Preferred Units) or all rights issued by the Company to acquire Common Units 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 Common Units.

“Unitholders” means MM, the Management Holders, Orgenesis, and any other Person to whom Units, 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 Unitholder), 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.

“Units” means units of Membership Interests, including (as the context requires) Common Units, Incentive Units and Preferred Units.

2. Name. The name of the limited liability company governed hereby is Morgenesis LLC.

3. Organization. The Company was formed as a Delaware limited liability company by filing the Certificate with the Secretary of the State of Delaware on August 11, 2022. The Company and the Members hereby execute this Agreement for the purpose of establishing the affairs of the Company and the conduct of its business in accordance with the provisions of the Act. The Members hereby agree that during the term of the Company set forth in Section 10, the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and, except where the Act provides that such rights and obligations specified in the Act shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effect and such rights and obligations are set forth in this Agreement, the Act.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in all lawful activities for which limited liability companies may be formed under the Act.

5. Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Board of Managers of the Company (the “Board”) pursuant to this Agreement, including Section 29.

6. Principal Business Office. The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Board.

7. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Cogency Global Inc., 850 New Burton Road, Suite 201, County of Kent, Dover, Delaware 19904.

8. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are Cogency Global Inc., 850 New Burton Road, Suite 201, County of Kent, Dover, Delaware 19904.

9. Name and Mailing Addresses of the Members. The names and the mailing addresses of the Members are set forth on Schedule A attached hereto.

10. Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company in accordance with the Act and shall continue until dissolution of the Company in accordance with Section 46 of this Agreement.

11. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Members, any Manager (as hereinafter defined), any Officer (as hereinafter defined), employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

12. Partnership for Tax Purposes. Each Member agrees that it is the intention of the Members that the Company will be treated as a partnership for U.S. federal income tax purposes. The Members agree that neither the Company nor any Members shall take any action pursuant to applicable Treasury regulations under Section 7704 of the Code or otherwise that is inconsistent with the treatment of the Company as a partnership for U.S. federal income tax purposes.

13. Units.

a. The Membership Interests of the Members shall be represented by the Units, which are, as of the date hereof, Class A Preferred Units, Class B Preferred Units, Class C-1 Preferred Units, Class C-2 Preferred Units, Class C-3 Preferred Units, Common Units and Incentive Units, each of which shall have the rights and preferences in the assets of the Company as provided herein. The Preferred Units shall be the Company’s senior equity security and will be senior to all of the Company’s present and future equity securities (including, for the avoidance of doubt, the Common Units and the Incentive Units). Subject to Section 16 and Section 33, the Company shall have the authority to issue (i) Class A Preferred Units, 3,019,651 of which are outstanding as of the date hereof, (ii) Class B Preferred Units, zero of which are outstanding as of the date hereof, (iii) Class C-1 Preferred Units, zero of which are outstanding as of the date hereof, (iv) Class C-2 Preferred Units, zero of which are outstanding as of the date hereof, (v) Class C-3 Preferred Units, zero of which are outstanding as of the date hereof, (vi) Common Units, 10,517,908 of which are outstanding as of the date hereof and (vii) Incentive Units, [●] of which are outstanding as of the date hereof. ¹ A Unit shall for all purposes be personal property. The Board shall maintain and update from time to time Schedule A attached hereto to reflect changes in the Members, the number of Common Units, Incentive Units and Preferred Units held by each of them and the Capital Contributions made by each of them, in each case in accordance with the terms of this Agreement. The Company may issue whole or fractional Units.

b. Subject to compliance with Sections 16 and 33(f), the Board by a Supermajority Vote shall have the right to cause the Company to create and/or issue Units (including other classes, groups or series thereof having such relative rights, powers, and/or obligations as may from time to time be established by the Board, including rights, powers, and/or obligations different from, senior to or more favorable than existing classes, groups and series of Units), in which event the Board shall have the power to amend this Agreement and/or Schedule A hereto to reflect such additional issuances and to make any such other amendments as the Board reasonably and in good faith deems necessary to reflect such additional issuances (including amending this Agreement to increase the authorized number of Units of any class, group or series, to create and authorize a new class, group or series of Units and to add the terms of such new class, group or series of Units including economic and governance rights which may be different from the other existing Units), in each case without the approval or consent of any Member (except MM) (subject, for the sake of clarity, to‎ Sections 16 and 33(f)); provided, however, that the Preferred Units shall be the Company’s most senior equity security. In connection with and as a condition to any issuance of Units pursuant to this ‎Section 13(b)‎, the Company shall require each Person who acquires such Units (including pursuant to the exercise of any option to acquire such Units) and is not already a Member to execute a counterpart to this Agreement, accepting and agreeing to be bound by all terms and conditions, and shall require each such Person who is or will be a Management Holder to enter into such other documents, instruments and agreements to effect such purchase or issuance of Units.

¹ Note to Draft: Incentive Unit pool to be 12.5% of the fully diluted Units of the Company.

14. Optional Conversion of Preferred Units. The holders of the Preferred Units shall have conversion rights as follows:

a. Right to Convert.

b. Mechanics of Conversion. In order for a holder of Preferred Units to voluntarily convert Preferred Units into Common Units, such holder shall provide written notice that such holder elects to convert all or any portion of the Preferred Units. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the Common Units to be issued. The date of receipt of notice by the transfer agent (or by the Company if the Company serves as its own transfer agent) shall be the conversion date. In addition, any conversion may be conditional upon the happening of a specific event, in which case the Person(s) entitled to receive Common Units issuable upon such conversion of such Preferred Units shall not be deemed to have converted such Preferred Units until immediately prior to the happening of such event.

c. The Company shall at all times when the Preferred Units shall be outstanding, reserve and keep available out of its authorized but unissued Common Units, for the purpose of effecting the conversion of the Preferred Units, such number of its duly authorized Common Units as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Units; and if at any time the number of authorized but unissued Common Units shall not be sufficient to effect the conversion of all then-outstanding Preferred Units, the Company shall take such action as may be necessary to increase its authorized but unissued Common Units to such number of Common Units as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite approval of any necessary amendment to this Agreement.

15. Adjustments to Preferred Conversion Price for Dilutive Issuances.

a. Adjustment of Preferred Conversion Price for Dilutive Issuances. In the event the Company shall at any time after the date hereof issue Additional Units, without consideration or for a consideration per Unit less than the Preferred Conversion Price in effect immediately prior to such issue, then the Preferred Conversion Price (for any applicable class of Preferred Units) shall be reduced, concurrently with such Dilutive Issuance, to a price (calculated to the nearest 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:

b. Determination of Consideration. For purposes of this Section 15, the consideration received by the Company for the issuance of any Additional Units shall be computed as follows:

c. Adjustment for Splits and Combinations. If the Company shall at any time or from time to time after the date hereof effect a subdivision of the outstanding Common Units, the Preferred Conversion Price in effect immediately before such subdivision or combination shall be proportionately decreased so that the number of Common Units issuable on conversion of each such series shall be increased in proportion to such increase in the aggregate number of Common Units outstanding. If the Company shall at any time or from time to time after the date hereof combine the outstanding Common Units, the Preferred Conversion Price in effect immediately before the combination or subdivision shall be proportionately increased so that the number of Common Units issuable on conversion of each Preferred Unit of such series or class shall be decreased in proportion to such decrease in the aggregate number of Common Units outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

d. Adjustment for Certain Distributions. In the event the Company at any time or from time to time after the date hereof shall make or issue, or fix a record date for the determination of holders of Common Units entitled to receive, a distribution payable on the Common Units in Additional Units, then and in each such event the Preferred 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 Preferred Conversion Price for each class of Preferred Units then in effect by a fraction:

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

e. Adjustments for Other Distributions. In the event the Company at any time or from time to time after the date hereof shall make or issue, or fix a record date for the determination of holders of Common Units entitled to receive, a distribution payable in securities of the Company (other than a distribution of Common Units in respect of outstanding Common Units) or in other property, then and in each such event provision shall be made so that the holders of Preferred Units shall receive upon conversion thereof, in addition to the number of Common Units receivable thereupon, the kind and amount of securities of the Company that they would have been entitled to receive had all outstanding Preferred Units been optionally converted into Common Units pursuant to the terms of this Agreement 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 Preferred Units; provided, however, that no such provision shall be made if the holders of Preferred Units receive, simultaneously with the distribution to the holders of Common Units, a 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 Preferred Units had been converted into Common Units pursuant to the terms of this Agreement on the date of such event.

f. Adjustment for Merger or Reorganization, etc. Subject to the provisions of Sections 33 and 44, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Common Units (but not the Preferred Units) are converted into or exchanged for securities, cash or other property (other than a transaction covered by Section 15(c), (d) or (e)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each Preferred Unit not so converted or exchanged shall thereafter be convertible in lieu of the Common Units 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 Common Units issuable upon conversion of one Preferred Unit 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 15 with respect to the rights and interests thereafter of the holders of such Preferred Units, to the end that the provisions set forth in this Section 15 (including provisions with respect to changes in and other adjustments of the Preferred Conversion Price) shall thereafter be applicable in relation to any securities or other property thereafter deliverable upon the conversion of such Preferred Units.

16. Preemptive Rights. Except as otherwise provided in Section 16(e), each time the Company proposes to issue any Units or any other equity securities (collectively, “New Issue Securities”) to any Person, the Company shall first offer the New Issue Securities to each Member holding Preferred Units or Common Units who is an “accredited investor” as defined under Rule 501 of Regulation D of the 1933 Act (the “Preemptive Rights Members”) in accordance with the following provisions:

a. The Company shall give a notice to each Preemptive Rights Member (such notice, a “Preemptive Notice”) stating (a) its intention to issue the New Issue Securities; (b) the amount and description of such New Issue Securities to be issued (which can be a range); (c) the minimum and maximum purchase price (calculated as of the proposed issuance date); and (d) the other material terms upon which the Company is offering the New Issue Securities.

b. Transmittal of the Preemptive Notice to each Preemptive Rights Member by the Company shall constitute an offer by the Company to sell each such Preemptive Rights Member his, her or its proportionate share based on such Preemptive Rights Member’s Pro Rata Percentage, or any lesser number specified by the Preemptive Rights Member, of the New Issue Securities for the price and upon the terms set forth in the Preemptive Notice. For a period of 20 days after the submission of the Preemptive Notice to each Preemptive Rights Member, each such Preemptive Rights Member shall have the option, exercisable by written notice to the Company, to accept the Company’s offer as to all or any part of such Preemptive Rights Member’s proportionate share based on such Preemptive Rights Member’s Pro Rata Percentage or any lesser number of the New Issue Securities, and each such Preemptive Rights Member shall also include the maximum number (or amount) of New Issue Securities such Preemptive Rights Member would be willing to purchase if any other Preemptive Rights Members elect to purchase less than the maximum number (or amount) of New Issue Securities that they are entitled to purchase pursuant to this Section 16(b).

c. If fewer than all of the Preemptive Rights Members elect to purchase all of the available New Issue Securities in the manner described in Section 16(b), the under-subscription shall be allocated among such Preemptive Rights Members (pro rata based on their respective Pro Rata Percentage) who have indicated in a notice delivered pursuant to Section 16(b) a desire to purchase additional New Issue Securities, subject to any limitations such Preemptive Rights Members have indicated as to the amount of such additional New Issue Securities, as applicable, they desire to purchase. Promptly following the termination of the 20-day exercise period contemplated by Section 16(b), the Company shall notify each electing Preemptive Rights Member of the quantum of New Issue Securities it will purchase.

d. After the Preemptive Rights Members are notified in accordance with Section 16(a), the Company shall have 120 days thereafter to sell any or all of the remaining New Issue Securities (i.e., those not to be sold to any Preemptive Rights Member) to the Person or Persons set forth in the Preemptive Notice (provided that, if such issuance is subject to regulatory approval, such 120-day period shall be extended until the expiration of five Business Days after all such approvals have been received), upon terms and conditions no less favorable in the aggregate to the Company, and no more favorable in the aggregate to such Person or Persons, than those set forth in the Preemptive Notice. In the event the Company has not sold such New Issue Securities within such 120-day period (as so extended), the Company shall not thereafter issue or sell any New Issue Securities without first offering such New Issue Securities to the Preemptive Rights Members in the manner provided in this Section 16. The purchase of New Issue Securities by the Preemptive Rights Members agreeing to purchase any such New Issue Securities pursuant to this Section 16 shall be consummated simultaneously with the closing of the sale of the New Issue Securities set forth in the Preemptive Notice.

e. Notwithstanding the foregoing, no Preemptive Rights Member shall be entitled to purchase Units as contemplated by this Section 16 and no Preemptive Notice is required to be delivered in connection with issuances of Excluded Securities.

17. Redemption.

a. Each holder of Preferred Units (the “Redeeming Holders”) shall have the right to require the Company to redeem its Preferred Units as further described in this Section 17, if holders of at least 50% of the then outstanding Preferred Units so request in a written instrument (a “Redemption Request”) delivered to the Company (including via email) at any time after (i) the earlier of either (x) the fifth anniversary of the date hereof and (y) the shareholders of Orgenesis failing to duly and validly approve the Specified Agreement Terms on or before the earlier of (A) the date that is seven months after the date hereof or (B) the date of Orgenesis’s 2023 annual meeting, and (ii) receipt by the Company of an offer for a Change of Control from a third party purchaser that is not an Affiliate of any Unitholder at a valuation of no less than $300,000,000 (the “Proposed Sale”) which the Company has not accepted and completed.

b. In the event a Redemption Request is delivered at any time following the fifth anniversary of the date hereof, the price per Preferred Unit at which the Company shall redeem Preferred Units pursuant to this Section 17 (the “Redemption Price”) shall be equal to the applicable Preferred Liquidation Preference Amount determined as if a Deemed Liquidation Event had occurred on the date the Redemption Request is delivered and as determined by a nationally recognized independent accounting firm selected by MM in its sole discretion.

c. In the event that a Redemption Request is delivered pursuant to Section 17(a)(i)(y), the Redemption Price shall be equal to the applicable Preferred Liquidation Preference Amount that would have been paid for each Preferred Unit (based on the applicable class of Preferred Unit) if the Proposed Sale had been completed.

d. The Company shall, pursuant to this Section 17, redeem all Preferred Units held by the Redeeming Holders in a single installment within 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 Company does not pay in full the aggregate Redemption Price to redeem on any Redemption Date all Preferred Units to be redeemed on such Redemption Date, then (i) the Board shall be appointed in accordance with Section 30(c) (without limiting any other rights and remedies) and (ii) at the option of the majority of the Redeeming Holders, (A) the Company shall redeem a pro rata portion of each Redeeming Holder’s Preferred Units out of funds legally available therefore or (B) the Company shall remain liable for the remainder of the amount payable in cash and shall be obligated to raise funds (from existing Unitholders, outside sources or sales of its and its Subsidiaries’ assets) to meet its obligations arising from the Redemption Request. In the case of the foregoing clause (ii)(A), if applicable, any remaining Preferred Units held by a Redeeming Holder that cannot be redeemed shall, at the option of each such Redeeming Holder, be either retained as Preferred Units or converted into a promissory note, payable by the Company 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 Preferred Units. 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).

e. The Company shall send written notice of the redemption pursuant to this Section 17 (a “Redemption Notice”) to each Redeeming Holder not less than 15 days prior to each Redemption Date. Each Redemption Notice shall state:

(i) the number and classes of Preferred Units held by the Redeeming Holder(s); and

(ii) the Redemption Date and the Redemption Price.

f. Any Preferred Units that are redeemed or otherwise acquired by the Company or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Company nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Preferred Units following such redemption or acquisition.

18. Capital Contributions. Each Member is deemed admitted as a Member of the Company upon its execution and delivery of this Agreement. Each Member has made or has been deemed to have made Capital Contributions to the Company in the amount shown next to such Member’s name as set forth on Schedule A attached hereto. The total capital of each Member in the Company from time to time shall be referred to as the Member’s “Capital.”

19. Additional Contributions. No Member is required to make additional Capital Contributions to the Company.

20. Distributions.

a. Distributions. Any and all Distributions (including upon a Liquidation) shall be distributed to the Members as follows:

b. Unvested Incentive Units. Notwithstanding anything to the contrary in this Section 20, any amount actually distributable in respect of any Incentive Unit that is an Unvested Incentive Unit shall be retained by the Company until such time as (i) such Unvested Incentive Unit becomes a Vested Incentive Unit (at which point such amount shall be distributed to the holder of such Vested Incentive Unit) or (ii) such Unvested Incentive Unit is forfeited (or otherwise becomes incapable of vesting) (at which point such amount shall be (subject to Section 20(a)(iii)) distributed pursuant to Section 20(a)).

c. Tax Distributions. With respect to each calendar quarter during each tax year, the Board shall cause the Company to distribute to each Member within 30 days of the end of such quarter an amount of cash estimated by the Board to equal the aggregate U.S. federal, state and local tax liability such Member would have incurred in respect of its Units for such quarter (such distribution a “Tax Distribution”). Partial distributions made to the Members under this Section 20(c) of less than the full amount called for hereby, will be made first, to the holders of Preferred Units, in an amount distributable in respect of their Preferred Units pursuant to this Section 20(c), and thereafter, in proportion to the respective amounts otherwise distributable to the holders of Common Units and the holders of Incentive Units pursuant to this Section 20(c). With respect to each Member, such amount shall be determined (a) based on an assumed aggregate effective tax rate equal to the highest combined federal, state and local income tax rate applicable to an individual resident in New York, NY, subject, in the event of changes in marginal tax rates, to corresponding adjustment by the Board in its discretion, (b) as if such Member was subject to tax on all taxable income and gains allocated to it by the Company with respect to such tax year (net of all items of deductible loss or expenses), as determined from time to time by the Board without taking into account any special basis adjustment with respect to such Member pursuant to section 743(b) of the Code and any allocations required by Sections 704(c) and 737 of the Code, and (c) as if any increase in such tax liability as a result of any audit adjustment with respect to tax items for prior tax years (and any liability for interest and penalties attributable to such adjustment) constituted a tax liability of such Member with respect to the current tax year. Tax Distributions made to a Member shall not constitute advances of the distributions to be made to such Member pursuant to Section 20(a). No Tax Distributions shall be made in excess of the Company’s available cash, in violation of applicable law, with respect to the issuance of Units to any Person, or with respect to a Sale of the Company or a dissolution of the Company or any of its Subsidiaries (in each case as determined in the Board’s reasonable discretion).

d. Debt Restrictions. Notwithstanding anything herein to the contrary, the Board shall not make any Distributions to the Members hereunder that would violate applicable restrictions, if any, on such Distributions contained in the debt financing agreements of the Company and its Subsidiaries.

e. Distributions In-Kind. Subject to compliance with securities Laws, to the extent that the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Asset FMV of such property for purposes of this Section 20 and such property shall be treated as if it were sold for an amount equal to its Asset FMV, and any resulting gain or loss shall be allocated to the Members’ Capital Accounts in accordance with Section 24.

21. Incentive Units.

a. Issuances of Incentive Units.

b. Vesting of Incentive Units. Subject to Section 18(b)(ii), the Incentive Units shall become vested in accordance with the terms and conditions (including vesting schedule) of the applicable award agreement. Incentive Units that are vested per such vesting schedule or by the Board are referred to herein as “Vested Incentive Units” and Incentive Units that are not vested per such vesting schedule, or as otherwise provided by the Board, are referred to herein as “Unvested Incentive Units.”

22. Capital Account.

a. Maintenance of Capital Accounts. A separate capital account (a “Capital Account”) shall be maintained for each Member in accordance with Code Section 704(b) and Treasury Regulations Sections 1.704-1(b) and 1.704-2. For this purpose, the Board may, upon the occurrence of any of the events specified in Treasury Regulations Section 1.704-1(b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of such regulation and Treasury Regulations Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of the Company’s property.

b. Computation of Income, Gain, Loss and Deduction Items. For purposes of computing the amount of any item of the Company income, gain, loss or deduction to be allocated pursuant to Section 23 and to be reflected in the Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for U.S. federal income tax purposes (including any method of depreciation, cost recovery or amortization used for this purpose); provided that:

c. Adjustments to Gross Asset Value. The Gross Asset Value of the Company’s assets shall be adjusted to fair market value in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f) as of the following times: (a) at the Board’s discretion (acting reasonably) in connection with the issuance of Membership Interests in the Company for a more than de minimis Capital Contribution to the Company; (b) at the Board’s discretion (acting reasonably) in connection with the distribution by the Company to a Person of more than a de minimis amount of the Company assets, including money as consideration for a Membership Interests in the Company; (c) at the Board’s discretion (acting reasonably) in connection with the issuance of Membership Interests in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a Member capacity, or by a new Member acting in a Member capacity or in anticipation of being a Member; and (d) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704 1(b)(2)(ii)(g).

d. Modifications. This Agreement is intended to comply with Treasury Regulation Sections 1.704-1(b) and 1.704-2 and shall be interpreted and applied in a manner consisted with such Treasury Regulations and any amendments or successor provision thereto. If the Board (acting reasonably) determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with such Treasury Regulations, the Board may make such modification.

e. Transfer of Capital Accounts. If a Member transfers a Membership Interests in the Company to a new or existing Member, the transferee Member shall succeed to that portion of the transferor’s Capital Account that is attributable to the transferred Membership Interests. Any reference in this agreement to a Capital Contribution of or distribution to a Member that has succeeded any other Member shall include any Capital Contributions or distributions previously made by or to the former Member on account of the Membership Interests (or other relevant equity securities) of such former Member transferred to such Member.

f. Certain Adjustments. Capital Accounts shall be adjusted, in a manner consistent with the other provisions of this Section 22, to reflect any adjustments in items of the Company’s income, gain, loss, or deduction that result from amended returns filed by the Company or pursuant to a determination (within the meaning of Code § 1313(a)) applicable to a Company item to the extent such determination is binding on all parties.

g. Section 707(c). Notwithstanding anything to the contrary in this Agreement unless required under applicable law (as determined by the Board in its reasonable discretion), in no event shall any portion of the Liquidation Preference of any Class A, Class B or Class C Preferred Unit be treated as a “guaranteed payment” pursuant to Section 707(c) of the Code and to the maximum extent possible, net (rather than gross) income shall be allocated in respect of such amounts.

23. Profits and Losses. After applying Section 24, all remaining profits or losses (or items thereof) for any fiscal year (or portion thereof) shall be allocated among the Members in such a manner as to cause the Capital Account of each Member to equal, to the greatest extent possible, (i) the amount that would be distributed to such Member if (x) the Company were to sell all of its assets for an amount equal to their Gross Asset Values, (y) all the Company’s liabilities were satisfied and (z) the Company were to distribute the remaining proceeds pursuant to Section 20 minus (ii) such Member’s share of the Partnership Minimum Gain (as determined according to Treasury Regulations Section 1.704-2(g)) and (iii) such Member’s Partner Minimum Gain.

24. Regulatory and Special Allocations. The following allocations shall be made in the following order of priority:

a. Minimum Gain Chargeback. If there is a net decrease in the Partnership Minimum Gain during any Fiscal Year, each Member shall be specially allocated profits for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Member’s share of the net decrease in the Partnership Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This paragraph 24(a) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

b. Partner Nonrecourse Liability Minimum Gain Chargeback. Losses attributable to Partner Nonrecourse Debt shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Partner Minimum Gain during any fiscal year, each Member that has a share of such Partner Minimum Gain shall be specially allocated profits for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to that Member’s share of the net decrease in Partner Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph 5.2(b) is intended to comply with the minimum gain chargeback requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

c. Qualified Income Offset. If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), profits shall be specially allocated to such Member in an amount and manner sufficient to eliminate the adjusted capital account deficit (determined according to Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph 24(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

d. Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any fiscal year that is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to the terms of this Agreement or otherwise, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treas. Reg. §§ 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 24(d) shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Section 24 have been tentatively made as if Section 24(c) and this Section 24(d) were not in this Agreement.

e. Partnership Nonrecourse Deductions. Any Partnership Nonrecourse Deductions in a fiscal year shall be allocated to the Members in proportion to the manner in which the Members share Company profit and loss for such fiscal year and consistent with Treas. Reg. §§ 1.704-2(b) and 1.704-2(c).

f. Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any fiscal year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Partner Nonrecourse Liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treas. Reg. § 1.704-2(i).

g. Special Basis Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code §§ 734(b) or 743(b) is required, pursuant to Treas. Reg. §§ 1.704-1(b)(2)(iv)(m)(4) or 1.704-1(b)(2)(iv)(m)(2), to be taken into account in determining Capital Accounts, such Capital Accounts shall be adjusted as provided for in such regulations.

h. Ameliorative Allocations. The Regulatory Allocations are intended to comply with certain requirements of Treas. Reg. § 1.704-1 and Treas. Reg. § 1.704-2. Notwithstanding any other provision of this Section 24 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Members so that, to the extent possible, the net amount of the allocations of such items and the Regulatory Allocations to the Members shall be equal to the net amount that would have been allocated to them if the Regulatory Allocations had not occurred.

i. Capital Accounts. All allocations referred to above shall impact the Capital Accounts in an appropriate manner as required for United States federal income tax purposes only.

j. The provisions of this Section 24 are intended to comply with Code § 704 and the Treasury regulations promulgated with respect thereto and shall be interpreted and applied in a manner consistent therewith. The Board shall have reasonable discretion to apply the provisions of this Agreement and take such other reasonable actions as may be necessary to comply with Code § 704 and the Treasury regulations issued with respect thereto.

k. Except as provided in Section 24(l) (relating to allocations under Code § 704(c)(1)(A)), all items of income, gain, loss, and deduction shall be allocated, solely for United States federal income tax purposes, in the same manner as the corresponding items of income, gain, loss, and deduction are allocated for purposes of maintaining the Capital Accounts of each of the Members.

l. In accordance with Code § 704(c)(1)(A) (and the principles thereof) and the Treasury regulations issued with respect thereto, income, gain, loss, and deduction with respect to any property contributed to the Company, or after Company property has been revalued under Treas. Reg. § 1.704-1(b)(2)(iv)(f), shall, solely for United States federal income tax purposes, be allocated among the Members so as to take into account any variation between the adjusted basis of such property to the Company for United States federal income tax purposes and its fair market value as so determined at the time of its contribution or revaluation. This Section 24(l) shall be construed to authorize the Board to utilize any method permitted under Treas. Reg. § 1.704-3. Any elections or other decisions relating to such allocations shall be made by the Board. Allocations pursuant to this Section 24(l) are solely for purposes of United States federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of items of profits or losses, or distributions pursuant to any provision of this Agreement.

m. For purposes of Treas. Reg. § 1.752-3(a)(3), the parties agree that nonrecourse liabilities of the Company in excess of the sum of (i) the amount of Partnership Minimum Gain, and (ii) the total amount of any built-in gain (as described in Treas. Reg. § 1.752-3(a)(2)), shall be allocated among the Members in such manner or manners as determined by the Board in a manner consistent with the requirements under Treas. Reg. § 1.752-3(a)(3). Any such determination shall be set forth in writing and shall be deemed to constitute a part of this Agreement.

n. Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members according to their interests in such items as determined by the Board in its reasonable discretion, taking into account the principles of Treas. Reg. § 1.704-1(b)(4)(ii).

o. Items of income, gain, deductions, and credits allocated to a Membership Interest transferred, issued, or reissued (or converted, as appropriate) during a fiscal year shall be allocated to the Persons who were the holders of such Membership Interest during such fiscal year in such manner as the Board shall determine in accordance with Treas. Reg. § 1.706-4.

25. Tax Returns. The Company shall cause to be prepared and timely filed all income tax returns or other returns or statements required to be filed by the Company under applicable law. The Company shall furnish to each party (a) as soon as reasonably practical after the end of each fiscal year (taking into account when the Company receives the necessary information), all information that the Company determines is required for the preparation of any U.S. federal, state or local (and, to the extent determined by the Company in its sole discretion, non-U.S.) tax returns of such party (or any beneficial owner(s) of such party), including a report (including Schedule K-1), indicating each party’s share of the Company’s taxable income, gain, credits, losses and deductions for such year; and (b) as soon as reasonably possible after a request by such party, such other information concerning the Company that is reasonably requested by such party for compliance with its tax obligations (or the tax obligations of any beneficial owner(s) of such party) or for tax planning purposes.

26. Section 754 Election. In the event a distribution of Company assets occurs that satisfies the provisions of Code § 734 or in the event a transfer of a Membership Interest occurs that satisfies the provisions of Code § 743, upon the decision of the Board in its sole discretion, the Company may elect, pursuant to Code § 754, to adjust the basis of the Company’s property to the extent allowed by such Code §§ 734 or 743 and shall cause such adjustments to be made and maintained.

27. Tax Matters Representative.

a. The Company shall cause a Person of the Board’s choice to be designated as the “partnership representative” of the Company for purposes of the Partnership Audit Rules and to serve in any related role for purposes of applicable state, local or non-U.S. tax law (in each such capacity, the “Tax Matters Representative”). In addition, if the Tax Matters Representative is not a natural person, the Company shall cause to be selected an individual of the Board’s choice to act on behalf of as the Tax Matters Representative (the “Designated Individual”). All rights, powers and authorities conferred upon the Tax Matters Representative shall also be conferred upon the Designated Individual. Except as otherwise provided herein, the Tax Matters Representative is authorized to take, and shall determine in its sole discretion whether or not the Company will take, such actions and execute and file all statements and forms on behalf of the Company that are permitted or required by the applicable provisions of the Partnership Audit Rules, including the authority to represent the Company before taxing authorities and courts in tax matters affecting the Company and the parties in their capacity as “partners” of the Company for U.S. federal income tax purposes. In addition, the Tax Matters Representative shall be authorized to make any election under the Partnership Audit Rules in its sole discretion, including the election under Section 6226 of the Partnership Audit Rules. In all matters within the scope of its role as Tax Matters Representative, the Tax Matters Representative shall act in accordance with direction from the Board. Each party agrees to cooperate with the Tax Matters Representative and to use commercially reasonable efforts to do or refrain from doing any or all things required by the Tax Matters Representative (including paying any and all resulting taxes, additions to taxes, penalties and interests in a timely manner) in connection with any examination of the Company’s affairs by any U.S. federal, state or local tax authorities, including any resulting administrative and judicial proceedings.

b. Notwithstanding Section 27(a), in the case of any taxable year of the Company with respect to which MM is treated as a partner of the Company for U.S. federal income tax purposes, the Tax Matters Representative shall (and the Company shall cause the Tax Matters Representative to) (i) consult with MM prior to taking any material action (or refraining from taking any material action) under the BBA Rules, (ii) take such material actions (or refrain from taking such material actions) as MM agree (such agreement not to be unreasonably withheld, conditioned or delayed), and (iii) unless MM otherwise agrees (such agreement not to be unreasonably withheld, conditioned or delayed), the Tax Matters Representative shall (and the Company shall cause the Tax Matters Representative to) use reasonable best efforts to make a “push out” election under Section 6226 of the Code at a time and in a manner such that MM (and each direct or indirect owner of MM that is a partnership for U.S. federal income tax and relevant state and local tax purposes) is able to make a corresponding push out election (and in no event later than the date that is 20 days prior to the applicable deadline for making such election) such that the underlying tax is borne by the ultimate owners of MM who are not partnerships for U.S. federal income tax and relevant state and local tax purposes.

28. Officers. The Board may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Board decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 28 may be revoked at any time by the Board.

29. Management. Subject to the terms, conditions and limitations set forth herein, (a) the business and affairs of the Company shall be managed by, or under the direction of, the Board, (b) the Board shall have all power and authority to manage and to direct the management of the business and affairs of the Company and to make all decisions to be made by or on behalf of the Company and (c) the powers of the Board shall include all powers, statutory or otherwise, possessed by or permitted to managers of a limited liability company under the laws of the State of Delaware and the Act.

30. The Board of Managers.

a. The Board shall be established and shall consist of five natural persons (each, a “Manager”), in accordance with this Section 30; provided that the size of the Board may be increased or decreased with the unanimous approval of each of the then-serving members of the Board. The initial Board as of the date hereof shall be comprised of (i) Vered Caplan, (ii) Mark Cohen, (iii) Howard Hoffen, (iv) John Eppel and (v) [●], and shall be appointed as follows (subject to Sections 30(b) and 30(c)): (a) three Managers shall be appointed by Orgenesis (each, an “Orgenesis Manager”), one of which Orgenesis Managers shall be an industry expert whose appointment by Orgenesis shall be subject to prior reasonable consultation with MM, provided, however, that such appointment shall be at the discretion of Orgenesis, (the “Industry Expert Manager”) and (b) two Managers shall be appointed by MM (each, an “MM Manager”). At any time if there is a vacancy on the Board, if such vacancy would otherwise be filled by (i) an Orgenesis Manager, Orgenesis shall have the power to vote on behalf of such seat or (ii) an MM Manager, MM shall have the power to vote on behalf of such seat. If the size of the Board is increased to include more than five members, the designation right of Orgenesis and MM pursuant to this Section 30 to appoint Managers to the Board shall be increased proportionately.

b. If either MM or Orgenesis sells between 25% and 50% of the Units owned by such party and its Affiliates as of the date hereof, such party shall be entitled to appoint one fewer Manager.

c. If (i) at any time there is a Material Underperformance Event, (ii) at any time there is a Material Governance Event, (iii) the Company does not pay in full the aggregate Redemption Price to redeem on any Redemption Date all Preferred Units to be redeemed on such Redemption Date, (iv) the Company or Orgenesis does not pay in full the aggregate price of the Put Option in accordance with Section 39 or (v) Orgenesis breaches its obligation to effectuate an Approved Sale or otherwise the failure of an Approved Sale to be consummated is primarily attributable to Orgenesis or its Affiliates, then the Board shall be appointed as follows: (a) one Manager shall be appointed by Orgenesis, (b) the Industry Expert Manager shall be appointed by MM and (c) three Managers shall be appointed by MM.

d. Regular Meetings. Regular meetings of the Board shall be held at such dates, times and places as the Board shall from time to time determine; provided that the Board shall meet on at least a quarterly basis.

e. Special Meetings. Special meetings of the Board may be called at any time by any Manager upon at least two days’ notice given to each Manager and to the Company. Each special meeting shall be held at such date, time and place, as shall be fixed by the Person or Persons calling the meeting.

f. Notice of Meetings and Business to be Discussed. Written notice of each meeting of the Board shall be given to each Manager which shall state the date, time and place of the meeting. The written notice of any meeting shall be given at least two days prior to such meeting, which notice may be waived in writing or by a Manager attending such meeting. Any Manager may require the Company, by written notice to each other Manager and to the Company, either within one day after receipt of notice of any regular or special meeting of the Board or in the notice by such Manager calling a special meeting of the Board, to include in the business to be discussed at the meeting any one or more proposals submitted by such Manager.

g. Telephonic Meetings Permitted. Managers, or members of any committee designated by the Board, may participate in a meeting of the Board, or of such committee, by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this Agreement shall constitute presence in person at such meeting.

h. Quorum. A quorum of the Board shall consist of a majority of the Board, including at least one MM Manager. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned by a majority of the Managers present and the Company shall give notice of when the meeting will be reconvened; provided, however, that such meeting shall take place no later than 30 calendar days following the date the meeting was initially scheduled.

i. Action of the Board. All actions of the Board shall require the affirmative vote of at least a majority of the Board. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by all of the then-appointed Managers. A copy of any such written consent will be kept in the books and records of the Company and shall be provided to any member of the Board promptly upon request.

j. Voting. Each Manager shall have one vote on any vote of the Board or any committee thereof at a meeting of the Board or any committee (or in a written consent in lieu thereof) and shall be entitled to count as one Manager for quorum purposes.

k. Committees. The Board may create executive, compensation, audit and such other committees as it may determine. MM shall be entitled to representation on any committee created by the Board and on the board or similar governing body of any Subsidiary of the Company.

l. Proxy. Any member of the Board or committee thereof may be represented at a meeting of the Board or committee thereof, as applicable, by proxy, which proxy must be notified to the Board by letter or facsimile, signed by the member of the Board or committee thereof, as applicable, giving the proxy, addressed to the Board or committee thereof, and delivered prior to the commencement of the meeting; provided that each member of the Board may only grant such proxy to another Manager.

m. Vacancies. If, as a result of death, disability, retirement, resignation, removal (with or without cause) or otherwise, there shall exist or occur any vacancy on the Board, the Person entitled under Section 30(a) to designate such Manager whose death, disability, retirement, resignation or removal resulted in such vacancy, subject to the provisions of Section 30, may designate another individual to fill such vacancy and serve as a Manager.

n. Removal. Each Member shall have the sole and exclusive right to immediately appoint and remove for any reason the Managers that it is entitled to designate pursuant to Section 30(a). In the event that any Member ceases to have the right to designate a Manager to the Board pursuant to Section 30(a), such Member shall cause each Manager designated by such Member to tender his or her resignation to the Board.

31. Board Observers. MM shall be permitted to designate up to three non-voting observers to the Board (each, an “Observer”) and any committee thereof, who shall have the right to attend, contribute to, speak at and observe, but not vote at, meetings of the Board and any committee thereof; provided that each Observer shall be an individual employed by an Affiliate of MM. Each Observer shall have the right to attend such meetings in person or by conference call, videoconference or similar technology and have full access to any materials distributed to the Board or any committee thereof; provided, however, that the Company reserves the right to exclude each Observer from access to any material or meeting or portion thereof if the Board determines in good faith that such exclusion is reasonably necessary to preserve any applicable legal privilege. Each Observer shall be entitled to notice of all meetings of the Board or any committees thereof in the same manner and at the same time as notice is sent to, and shall be sent copies of all notices, reports, minutes, resolutions, consents and other documents at the time and in the manner as they are provided to (or made available to) members of the Board or any committees thereof, except with respect to information from which the Board has determined in good faith to exclude from each Observer pursuant to the proviso in the foregoing sentence. Each Observer shall be required to execute a confidentiality agreement reasonably acceptable to the Company prior to attending such meetings or receiving any written materials to be discussed at such meetings. MM may replace each Observer at any time upon written notice to the Board.

32. Information Rights.

a. The Company shall deliver to MM:

provided that MM agrees to hold any information regarding the Company and its Subsidiaries received pursuant to the information rights in this Section 32 in confidence.

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 Section 32(a) shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries shall be provided to MM.

b. The Company shall permit MM to visit and inspect the Company’s and any of its Subsidiaries’ properties, examine their books 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 MM.

c. Notwithstanding anything else in this Section 32 to the contrary, the Company may cease providing the information set forth in this Section 32 during the period starting with the date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 32 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

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

a. liquidate, dissolve or wind-up the business and affairs of the Company or any of its Subsidiaries, effect any Deemed Liquidation Event, file for bankruptcy or other insolvency proceedings with respect to the Company or its Subsidiaries, or consent to any of the foregoing;

b. amend, modify, alter or repeal, or waive or exercise any right under, any provision of this Agreement 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);

c. approve or adopt any budget of the Company or its Subsidiaries that covers any period following the date that is two years after the date hereof (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, 2022 and (ii) quarterly for the period beginning on January 1, 2023 and ending on June 30, 2024, which is attached hereto as Exhibit B (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. create or issue any Units, debt or other securities or accept any grants or increase the authorized number of Common Units, Incentive Units or Preferred Units or increase the authorized number of Units of any additional class or series, or create or authorize any obligation or security convertible into Units of any class or series of units;

g. initiate or complete 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 (including, for the avoidance of doubt, to any Subsidiaries of the Company or pursuant to any internal reorganization);

h. (1) 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, except (i) for indebtedness in an aggregate principal amount not exceeding $1,000,000 and (ii) that intercompany loans by the Company to its Subsidiaries shall be permitted by Supermajority Vote or (2) redeem, prepay or repurchase any indebtedness prior to the stated maturity thereof;

i. purchase or redeem or pay or declare any Distribution (or in any way modify any distribution policy) or make any Distribution on, any Units, except for dividends payable by Subsidiaries of the Company to the Company;

j. amend or modify in any way the terms or the rights, preferences, powers, privileges and restrictions, qualifications and limitations of any Preferred Units;

k. initiate or complete any Sale of the Company or an Approved Sale;

l. hire or terminate the Chief Executive Officer of the Company or hire or terminate the Chief Financial Officer or the Chief Operating Officer of the Company; provided, however, that, for two years after the date hereof, the hire or termination of the Chief Executive Officer shall only be subject to the prior written approval of the Industry Expert Manager;

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. 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;

o. (1) enter into, or amend, modify or terminate, any transaction, agreement or other arrangement with, or make or agree to make any loan, advance or other payment to, Orgenesis (except for agreed upon transfers pursuant to the Purchase Agreement) or any of its Subsidiaries or any Unitholder, Orgenesis 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, except pursuant to the Services Agreement between MM and the Company, dated as of the date hereof, or (2) make payments or contribute capital to any Subsidiary of the Company that is not wholly owned by the Company; or

p. agree, commit or resolve to take or authorize any of the foregoing actions.

34. Company and Unitholders Right of First Refusal.

a. Orgenesis shall not have the right to Transfer any Units unless such Transfer (i) is approved in advance by a Supermajority Vote, and (ii) is made in accordance with this Section 34. Subject to Section 34(g), if Orgenesis desires to Transfer Securities to any Person (with the prior approval of the Board by a Supermajority Vote), then Orgenesis shall deliver written notice of such proposed Transfer to the Company and MM. Such written notice (the “Orgenesis Transfer Notice”) shall set forth, in reasonable detail, the terms and conditions of such proposed Transfer by Orgenesis, 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 Units proposed to be Transferred (the “Orgenesis Offered Securities”), the proposed purchase price for the Orgenesis Offered Securities on a per Unit basis (the “Orgenesis Offer Price”) and any other information reasonably requested by the Company or MM 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 Orgenesis Offered Securities from Orgenesis. The Orgenesis Transfer Notice shall further state that first the Company, and then MM and the other Unitholders may acquire, in accordance with the provisions of this Agreement, the Orgenesis Offered Securities for the price and upon the other terms and conditions set forth in the Orgenesis Transfer Notice.

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

c. If the Company does not elect to purchase all of the Orgenesis Offered Securities pursuant to Section 34(b), then, promptly after the expiration of the Company Option Period, the Company shall notify MM and each of the other Unitholders (other than Orgenesis and any holder of Incentive Units) (the “Eligible Unitholders”) of the number of Orgenesis Offered Securities, if any, which the Company has not elected to purchase (the “Subsequent Offer Notice”). For a period of 15 calendar days after the expiration of the Company Option Period (the “Subsequent Option Period”), each Eligible Unitholder may elect, by giving written notice as described below, to purchase up to that number of remaining Orgenesis Offered Securities as shall be equal to the product obtained by multiplying (A) the total number of remaining Orgenesis Offered Securities by (B) a fraction, the numerator of which is the total number of Common Units on an As-Converted Basis owned by such Eligible Unitholder on the date of the Subsequent Offer Notice and the denominator of which is the total number of Common Units on an As-Converted Basis then held by all of the Eligible Unitholders on the date of the Subsequent Offer Notice, subject to increase as hereinafter provided. The number of shares that each Eligible Unitholder is entitled to purchase under this Section 34(c) shall be referred to as a “ROFR Allocation.” If any Eligible Unitholder does not elect to purchase the full amount of its ROFR Allocation, then all Eligible Unitholders who so elect shall have the right to purchase such remaining Orgenesis Offered Securities, and if more than one Eligible Unitholders so elect, the right to purchase such remaining Orgenesis Offered Securities shall be allocated among such Eligible Unitholders on a pro rata basis (based on the number of Common Units on an As-Converted Basis then owned by such Eligible Unitholders). In order to exercise its right to purchase its ROFR Allocation of any Orgenesis Offered Securities not purchased by Eligible Unitholders, an Eligible Unitholder must give written notice to the Company and Orgenesis within 15 calendar days after receipt of the Subsequent Offer Notice, which notice shall indicate whether or not the Eligible Unitholder is exercising its right to purchase its ROFR Allocation of the Orgenesis Offered Securities and, if applicable, whether such Eligible Unitholder is electing to purchase any additional Orgenesis Offered Securities in the event fewer than all of the Eligible Unitholders elect to purchase their ROFR Allocations (in which case the notice shall also state the maximum number of shares of additional Orgenesis Offered Securities which such Eligible Unitholder is willing to purchase).

d. The closing of the purchase of any Orgenesis Offered Securities pursuant to Sections 34(b) and 34(c) 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 Company Option Period. At such closing, the Company and any participating Eligible Unitholders shall deliver to Orgenesis the Orgenesis Offer Price, on the same terms and conditions as set forth in the Orgenesis Transfer Notice, payable in respect of the Orgenesis Offered Securities being acquired by such purchaser, 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.

e. If all of the Orgenesis Offered Securities are not purchased by the Company and the Eligible Unitholders pursuant to Sections 34(b) and 34(c), then Orgenesis may Transfer all (but not less than all) of the remaining Orgenesis Offered Securities to the prospective purchaser identified in the Orgenesis Transfer Notice, but only in accordance with Section 34(f) and in accordance with the terms (including the purchase price) set forth in the Orgenesis Transfer Notice, within three months after expiration of the Company Option Period. Any of such Orgenesis Offered Securities that have not been Transferred by Orgenesis in such three month period shall again be subject to the restrictions set forth in this Section and must be reoffered to the Company and the Unitholders (as applicable) pursuant to this Section 34 before any subsequent Transfer.

f. Any Units transferred pursuant to this Section 34 shall remain subject to the Transfer restrictions of this Agreement, and each purchaser of Orgenesis Offered Securities (other than the Company and MM) 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, and (ii) take such other actions and execute such other documents as the Company reasonably requests. Orgenesis shall pay all expenses incurred by the Company in connection with a Transfer pursuant to this Section 34.

g. The provisions of this Section 34 shall not apply to any (i) Permitted Transfer, (ii) Transfer pursuant to Section 37 or (iii) Transfer made pursuant to or after a Company IPO.

h. Notwithstanding anything in this Agreement to the contrary, (a) neither the Company nor any Member shall participate in the establishment of a secondary market for Units in the Company or the substantial equivalent thereof as defined in Treasury Regulations Section 1.7704-1(c) or the inclusion of Units on such a market or on an established securities market as defined in Treasury Regulations Section 1.7704-1(b), nor shall the Company recognize any Transfers of Units made on any of the foregoing markets by admitting the purported transferee to the Company or otherwise recognizing the rights of such purported transferee.

35. Orgenesis Right of First Refusal.

a. Following the first year after the date hereof, MM shall have the right to Transfer its Units to a third party (who is not a competitor of the Company), provided that within three years after the date hereof, Orgenesis shall have a right of first refusal pursuant to this Section 35. Subject to Section 35(f), solely during the period beginning on the date that is one year after the date hereof and ending on the date that is three years after the date hereof, if MM desires to Transfer Units to any Person during such time period, then MM shall deliver written notice of such proposed Transfer to Orgenesis. Such written notice (the “MM Transfer Notice”) shall set forth, in reasonable detail, the terms and conditions of such proposed Transfer by MM, 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 Units proposed to be Transferred (“MM Offered Securities”), the proposed purchase price for the MM Offered Securities on a per Unit basis (the “MM Offer Price”) and any other information reasonably requested by Orgenesis 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 MM Offered Securities from MM. The MM Transfer Notice shall further state that Orgenesis may acquire, in accordance with the provisions of this Agreement, the MM Offered Securities for the price and upon the other terms and conditions set forth in the MM Transfer Notice. Orgenesis may Transfer Units only with approval of the Board by a Supermajority Vote and subject to the right of first refusal pursuant to this Section 35. For the avoidance of doubt, any Transfer of Units by either MM or Orgenesis shall be subject to the other party’s right to participate, on a pro rata basis, in such Transfer, pursuant to Section 36.

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

c. The closing of the purchase of any MM Offered Securities pursuant to Section 35(a) shall take place at the principal office of the Company as soon as practical after the delivery of the election notice by Orgenesis (if applicable), 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 MM the MM Offer Price, on the same terms and conditions as set forth in the MM Transfer Notice, payable in respect of the MM Offered Securities being acquired by Orgenesis, 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.

d. If all of the MM Offered Securities are not purchased by Orgenesis pursuant to Section 35(b), then MM may Transfer all (but not less than all) of the remaining MM Offered Securities to the prospective purchaser identified in the MM Transfer Notice in accordance with the terms (including the purchase price) set forth in the MM Transfer Notice, within three months after expiration of the Orgenesis Option Period. Any of such MM Offered Securities that have not been Transferred by MM in such three month period shall again be subject to the restrictions set forth in this Section and must be reoffered to Orgenesis pursuant to this Section 35 before any subsequent Transfer.

e. Any Units transferred pursuant to this Section 35 shall remain subject to the Transfer restrictions of this Agreement. Orgenesis shall pay all expenses incurred by the Company in connection with a Transfer pursuant to this Section 35.

f. The provisions of this Section 35 shall not apply to any (i) Permitted Transfer, (ii) Transfer pursuant to Section 37 or (iii) Transfer made pursuant to or after a Company IPO. For the avoidance of doubt, the provisions of this Section 35 shall not apply (and shall not impact or restrict MM’s or the Company’s ability to freely exercise its rights) in connection with a Sale of the Company or an Approved Sale.

36. Tag-Along Right. Subject to Section 36(e), no Member shall Transfer Units owned by such Member to any Person without complying with the terms and conditions set forth in this Section 36; provided, that a Unitholder may be an Initiating Member (defined below) under this Section 36 only if such Transfer is permitted under Sections 34 and 35 and only after such Unitholder has fully complied with any applicable requirements of Sections 34 and 35.

a. Subject to Section 36(e), if any Member (the “Initiating Member”) desires to Transfer Units to any Person, then such Initiating Member shall deliver written notice of such proposed Transfer (the “Participation Sale”) to each other Member holding Non-Incentive Units (“Participating Offeree”) and to the Company. Such written notice (the “Participation Notice”) shall be delivered not less than 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 Units proposed to be Transferred (the “Participation Units”), and the proposed purchase price for the Participation Units on a per Unit basis (the “Participation Price”), together with a complete and accurate copy of the prospective purchaser’s written offer to purchase the Participation Units from the Initiating Member. Within 10 calendar days following the delivery of the Participation Notice by the Initiating Member to each Participating Offeree and to the Company, each Participating Offeree may elect, by delivery of written notice to the Initiating Member and to the Company, to Transfer to the purchaser in such Participation Sale up to that number of Non-Incentive Units owned by such Participating Offeree as shall be equal to the product obtained by multiplying (A) the number of Participation Units by (B) a fraction, the numerator of which is the total number of Common Units on an As-Converted Basis owned by such Participating Offeree on the date of such Participation Notice and the denominator of which is the total number of Common Units on an As-Converted Basis then held by all of the Members on the date of such Participation Notice. If any Participating Offeree fails to deliver such written notice to the Initiating Member and the Company within such 10 calendar day period, then such Participating Offeree shall no longer have any right to Transfer Units pursuant to this Section 36 in such Participation Sale.

b. 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 of consideration, or if any such Participating Offerees are given an option as to the form 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 Non-Incentive Units in the Participation Sale that are of a different type, class or series than the Participation Units or the Participation Units consist of more than one series, class or type of Units and a Participating Offeree does not then own some or all of such series, classes or types of Units (or Units convertible or exchangeable into such series, class or type of Units) and elects to offer for sale another series, class or type of Units in place thereof, then all proceeds payable by the transferee(s) to holders of Units on account of their Units upon consummation of the Transfer of such Units 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 Units based upon the amount that such holders would have received pursuant to Section 20(a), assuming that such proceeds were distributed in a liquidation of the Company and the Units Transferred in the Participation Sale were the only Units outstanding.

c. At the closing of any Participation Sale, the Initiating Member, together with all Participating Offerees validly electing to participate in such Participation Sale pursuant to this Section 36, shall deliver to the proposed transferee the Units to be sold, free and clear of all claims, liens and encumbrances. To the extent any Participating Offeree does not comply with this Section 36(c) or Section 36(d), such Participating Offeree shall not be entitled to participate in such Participation Sale and the Initiating Member shall be entitled to sell an additional number of Units equal to the Units that otherwise would have been sold by such Participating Offeree.

d. As a condition to the effective exercise of its rights under this Section 36 each Participating Offeree validly electing to participate in the Participation Sale shall (i) be required to make such representations, warranties and covenants and agree to provide such indemnification as the Initiating Member agrees to make or provide in connection with such Participation Sale, (ii) pay such Member’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 Members 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 (iii) take such other actions and execute such documents as the Company or the Initiating Member may reasonably request.

e. The provisions of this Section 36 shall not apply to any (i) Permitted Transfer, (ii) Transfer pursuant to Section 37 or (iii) Transfer made pursuant to or after a Company IPO. Any Units Transferred pursuant to this Section 36 shall remain subject to the Transfer restrictions of this Agreement, and each purchaser of Units 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, and (b) take such other actions and execute such other documents as the Company reasonably requests.

37. Drag-Along Right.

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

b. Notwithstanding the foregoing, if one of the terms or conditions of an 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.

c. Following the third anniversary of the date hereof, in the event that MM or the Company provides notice to Orgenesis that either MM or the Board by Supermajority Vote is considering exercising its drag along rights described in Section 37(a) or the Company provides notice to Orgenesis that the Board by Supermajority Vote 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 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 30-day period, Orgenesis shall be deemed to have elected that it would not like to be a potential acquiror of the Company. The Board shall form a committee of Managers (which will include the Industry Expert Manager and at least one MM Manager) that will be responsible for managing the process in connection with such a Sale of the Company transaction. Notwithstanding anything in this Agreement to the contrary, if following the third anniversary of the date hereof and the 30-day period set forth in this Section 37(c), (A) 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 member of such committee, or (B) if Orgenesis has elected to be a potential acquiror in such a Sale of the Company transaction, Orgenesis Managers shall not be appointed to such committee, Orgenesis shall recuse itself and all Orgenesis Managers 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, MM may (in its discretion) cause the Company to obtain a fairness opinion from a nationally recognized independent accounting firm selected by MM in its sole discretion.

d. In the event that MM Holders do not own at least 50% of the Units owned by the MM Holders as of the date hereof, then MM shall no longer be able to exercise its drag along rights set forth in this Section 37; provided, however, that the consent of MM shall remain required pursuant to Section 33(k) for the Company or any of its Subsidiaries to initiate or complete any Sale of the Company or any Approved Sale.

e. Notwithstanding the foregoing, prior to the end of the Initial Three Year Period, MM and the Company shall not have the right to exercise the drag along rights set forth in this Section 37 unless the valuation of the Company reflected in an Approved Sale is equal to or greater than $300,000,000.

f. The drag along rights set forth in this Section 37 shall not be exercised by MM or the Company while an Approved Sale is pending pursuant to this Section 37.

g. If Orgenesis breaches its obligation to effectuate an Approved Sale or otherwise the failure of an Approved Sale to be consummated is primarily attributable to Orgenesis or its Affiliates, then, without limiting any other rights and remedies of MM, (i) the Board shall be appointed as set forth in Section 30(c) and (ii) MM shall have the option to convert all of its Preferred Units into such number of Common Units that represents (on a post-conversion basis) the Applicable Percentage of all of the outstanding Common Units (including any Common Units to be issued to MM pursuant to this Section 37(g)). “Applicable Percentage” means a percentage equal to the percentage of the total proceeds that would have been payable in connection with an Approved Sale that would have been payable to MM were such total proceeds distributed in accordance with Section 20.

h. In order for MM to voluntarily convert Preferred Units into Common Units pursuant to Section 37(g), MM shall provide written notice that it elects to convert all or any portion of the Preferred Units. Such notice shall state MM’s name or the names of the nominees in which MM wishes the Common Units to be issued. The date of receipt of notice by the transfer agent (or by the Company if the Company serves as its own transfer agent) shall be the conversion date. The Company shall take all such actions necessary to give effect to such conversion.

38. MM Exchange Right. MM shall have the right, at its option, at any time prior to July 1, 2025, to exchange any of its Units for common stock of Orgenesis, par value $0.0001 per share (the “Orgenesis Common Stock”; such exchange, the “Exchange”). MM may provide written notice to Orgenesis of MM’s election to exercise such right (the “Exchange Notice”) which shall set forth the number and type of Units to be so exchanged. Within 30 days of Orgenesis’s receipt of the Exchange Notice, Orgenesis shall deliver to MM the number of shares of Orgenesis Common Stock equal to the (i) the fair market value of MM’s Units to be exchanged, as determined by a nationally recognized independent accounting firm in the United States with experience in performing valuation services selected by MM and Orgenesis, divided by (ii) the average closing price per share of Orgenesis Common Stock during the 30-day period ending on the date on which MM provides the Exchange Notice to Orgenesis (the “Exchange Price”); provided, that in no event shall (A) the Exchange Price be less than a price per share that would result in Orgenesis having an enterprise value of less than $200,000,000 and (B) the maximum number of shares of Orgenesis Common Stock to be issued pursuant to the Exchange exceed 19.99% of the outstanding Orgenesis Common Stock as of the date hereof (5,106,596 shares of Orgenesis Common Stock), subject to adjustment in the event of any unit splits, reverse splits, unit dividends, recapitalizations or other similar events. MM and Orgenesis shall take all actions necessary or desirable in order to effectuate the Exchange. For the sake of clarity, the Exchange shall not be accompanied by the migration of any rights attached to the Units or otherwise included in, or granted to any Member under, this Agreement.

39. Put Option & Call Option.

a. Upon the occurrence of either (i) a Material Governance Event or (ii) failure of the Orgenesis stockholders to approve the Specified Agreement Terms by the earlier of either (A) seven months after the date hereof or (B) the date of the 2023 annual meeting of the shareholders of Orgenesis, MM shall have the right to, at its option, (1) sell the Units held by MM to Orgenesis (or, if elected by Orgenesis, to the Company) pursuant to Section 39(b) (the “Put Option”), after MM provides at least five Business Days’ written notice to Orgenesis and the Company of its election to exercise such right (the “Put Notice”), (2) purchase all of the Units owned by Orgenesis pursuant to Section 39(c) (the “Call Option”), after MM provides at least five Business Days’ written notice to Orgenesis of its election to exercise such right (the “Call Notice”) (provided that the price per Unit with respect to the Call Option shall not reflect a valuation of the Company of less than $150,000,000), or (3) take no action. Notwithstanding the foregoing, in the case of a Material Governance Event, the Put Option shall be subject to Orgenesis or the Company having funds available, or being able after using commercially reasonable efforts to raise the necessary funds, to satisfy the purchase price of the Put Option. If the Company or Orgenesis does not pay in full the aggregate purchase price of the Put Option, then the Board shall be appointed as set forth in Section 30(c), without limiting any other rights and remedies. In the event Orgenesis elects that the Company purchase Units held by MM 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 39(b).

b. Put Right Price and Mechanics. The price per Unit at which Orgenesis or the Company shall purchase Units from MM pursuant to a Put Notice (the “Put Price”) shall be equal to the fair market value of the Units at the time the Put Notice is issued as determined by a nationally recognized independent accounting firm selected by MM in its sole discretion; provided, however, that in no event shall the Put Price with respect to Preferred Units be less than the Class A Preferred Unit Original Issue Price, Class B Preferred Unit Original Issue Price or Class C Preferred Unit Original Issue Price, as applicable, to each Preferred Unit (based on the applicable class of Preferred Unit).

c. Call Purchase Price and Mechanics. The price per Unit that MM shall purchase from Orgenesis pursuant to the Call Option shall be an amount equal to the fair market value of such Units as determined by a nationally recognized independent accounting firm selected by MM in its sole discretion; provided that, for the avoidance of doubt, the price per Unit with respect to the Call Option shall not reflect a valuation of the Company of less than $150,000,000.

40. Registration Rights.

a. General. For purposes of this Section 40, (i) 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 (ii) the term “Holder” means any Member holding Registrable Securities.

b. Demand Registrations.

c. Piggyback Registration. If, at any time after the Company completes a Company IPO, the Company determines to register any of its equity interests for its own account or for the account of others under the 1933 Act in connection with the public offering of such equity interests, or if the Company registers any Registrable Securities pursuant to Section 40, then the Company shall, at each such time, promptly give each Unitholder written notice of such determination no later than 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 option or purchase or savings plan or any other benefit plan shall not be subject to this Section 40. Upon the written request of any Unitholder received by the Company within 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 Unitholder that each Unitholder 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:

d. Obligations of the Company. Whenever required under Section 40(b) or Section 40(c) to use its commercially reasonable efforts to effect the registration of any Registrable Securities, the Company shall:

(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

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 40(b), 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 Unitholder who requests registration of Registrable Securities in connection therewith pursuant to Section 40(b) or Section 40(c), to arrange for such underwriters to include such Registrable Securities among the Securities to be distributed by or through such underwriters.

e. Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 40 that the Unitholders 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.

f. Expenses of Registration. All reasonable expenses incurred by the Company in connection with a registration pursuant to Section 40(b) or Section 40(c) (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 Unitholders requesting a demand registration pursuant to Section 40(b) may withdraw such request, in which event so long as such Unitholders 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.

g. 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 Unitholders 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 Unitholders. Such representations and warranties will be limited to matters that relate to such Unitholders, such as due organization, authorization, no violation, title and ownership and investor status. Such underwriting agreement shall comply with Section 40(h). Such underwriters shall be selected (i) by the Company, in the case of a registration pursuant to Section 40(c), or (ii) by MM in the case of a registration pursuant to Section 40(b).

h. Indemnification. In the event any Registrable Securities are included in a registration statement under Section 40:

i. Suspension of Sales. Each Unitholder 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 including an untrue statement of a material fact or omitting 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 Unitholder will treat such information as confidential, will immediately discontinue the disposition of Registrable Securities pursuant to such registration statement until the Unitholder’s receipt of copies of a revised prospectus and, if so directed by the Company, such Unitholder will deliver to the Company all copies, other than permanent file copies then in such Unitholder’s possession, of the most recent prospectus covering such registered Securities.

j. Market Stand-Off Agreement. Each Unitholder agrees not to sell, make any short sales of or otherwise Transfer or dispose of any Securities held by such Unitholder (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, MM 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 an MM Holder’s behalf to the public in an underwritten offer.