Amendment to Convertible Loan Agreement, dated May 16, 2022, by and among the Company and Yehuda Nir

Exhibit 10.1

AMENDMENT TO CONVERTIBLE LOAN AGREEMENT

THIS AMMENDMENT NUMBER 1 dated May 11, 2022 (“Amendment”) to the CONVERTIBLE LOAN AGREEMENT ( “Agreement”) dated 21st day of April, 2022 (“Effective Date”), by Yehuda Nir (the “Lender”) and Orgenesis Inc. (“Borrower” and together with the Lenders, each a “Party” and together the “Parties”).

WHEREAS, the Lender leant to the Borrower, an amount of US$5,000,000 (the “Loan Amount”) pursuant to the terms of the Agreement;

AND WHEREAS the Parties have agreed to amend the terms of the Agreement,

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

There are no changes to any other parts of the Agreement

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