Loan Extension Agreement, dated as of January 1, 2024, by and between the Company and Aharon Lukach

Exhibit 10.2

Loan Extension Agreement and Warrant grant

This Loan Extension Agreement (“Extension”) is entered into as of January 1, 2024 (the “Effective Date”), by and between Orgenesis LTD, (“Borrower”), Orgenesis Inc (“ORGS”) and Aharon Lukach (“Lender”). Borrower, ORGS and Lender may each be referred to herein as a “Party,” and collectively as the “Parties”.

WHEREAS: Lender and Borrower are parties to several up to 8% unsecured loan agreements executed during 2023, pursuant to which Lender has, to date, lent the principal amount of $325,000 to Borrower, the balance of which outstanding at the Effective Date is $331,099. (collectively the “Loan Agreements”); and

WHEREAS: On January 1, 2024, the Lender and Borrower agreed to extend the Maturity Date of the Loan Agreements to December 31, 2024 on the same terms of the Loan Agreements, and grant Lender the right to convert the outstanding amount of the loan into ordinary shares of ORGS at a conversion price of $0.85 per share;

WHEREAS: ORGS has agreed to grant warrants for the right to purchase 360,000 ordinary shares of ORGS at an exercise price of $0.85 per share, not exercisable within 6 months of the grant date, and which shall expire on December 31, 2024 (the “Warrant”);

NOW THEREFORE, the Parties hereby agree as follows:

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

Exhibit A – form of Warrants