Escrow Agreement dated February 27, 2015 with the shareholders of MasTHerCell SA and Cell Therapy Holding SA and bondholders of MaSTherCell SA and Securities Transfer Corporation

ESCROW AGREEMENT

THIS AGREEMENT dated as of the 27th day of February, 2015.

BETWEEN:

WHEREAS:

NOW THEREFORE THIS ESCROW AGREEMENT WITNESSES THAT in consideration of the premises, mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1
APPOINTMENT AND DELIVERY OF ESCROWED SHARES

Orgenesis and the Selling Shareholders hereby appoint the Escrow Agent to act as escrow agent on the terms and conditions set forth herein and the Escrow Agent hereby accepts such appointment on such terms and conditions.

ARTICLE 2
RELEASE OF ESCROWED SHARES

The Escrowed Shares shall only be released by the Escrow Agent under the conditions set out in this section.

In case of dispute between the Selling Shareholders and Orgenesis as to whether any portion of the Selling Shareholders' Shares are to be released, the Escrow Agent may either retain the disputed Escrowed Shares in escrow or deposit them with a court so that the parties may litigate the outcome of such Escrowed Shares.

Provided there is no Unwinding and in case of conversion of the Convertible Bonds upon Uplisting, within 10 trading days on US stock markets from the conversion of the Convertible Bonds, the board of directors of Orgenesis shall notify the Escrow Agent in writing of:

(such notification being the "Allocation Notice").

In case of Unwinding, as notified to the Escrow Agent by the board of Orgenesis in writing, the Escrowed Shares will be released in full to Orgenesis for cancellation, and the Escrow Agent will effect such cancellation. Orgenesis agrees that the Priveco shares will be concomitantly returned to the Selling Shareholders.

In the absence of Uplisting, the overall number of Escrowed Shares to be released to Orgenesis for cancellation shall be determined in accordance with article 11.2 of the SEA and apportioned among the Selling Shareholders (other than the Bondholders) in proportion to their participation in the share capital of Priveco before Closing. The board of directors of Orgenesis will direct the Escrow Agent in writing as to the cancellation or release of any such Escrowed Shares.

ARTICLE 3
TERMINATION OF ESCROW AGREEMENT

Other than the provisions of this Escrow Agreement relating to the protection of the Escrow Agent, this Escrow Agreement may be terminated at any time by and upon the receipt by the Escrow Agent of written notice of termination executed by Orgenesis and the Selling Shareholders' Representative which notice of termination will be accompanied by a direction signed by Orgenesis and the Selling Shareholders' Representative directing to whom the Escrowed Shares are to be delivered (the "Joint Direction").

This Escrow Agreement shall terminate and cease to be of any further force and effect (except for the provisions of this Escrow Agreement relating to protection of the Escrow Agent which shall survive any termination of this Escrow Agreement) on the date on which the Escrow Agent has delivered the Escrowed Shares in accordance with ARTICLE 2 or Section 5.5.

ARTICLE 4
DETERMINATION

The Escrow Agent shall not be required to make any determination or decision with respect to the validity of any claim made by any party, or of any denial thereof (including without limitation the validity of any Joint Direction given hereunder), and shall be entitled to rely conclusively on the terms thereof.

ARTICLE 5
ESCROW AGENT

The duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of this Escrow Agreement and the SEA, and the Escrow Agent shall have no duties other than the duties expressly imposed therein and shall not be required to take any action other than in accordance with the terms hereof. The Escrow Agent shall:

In the event of any controversy or dispute hereunder or with respect to any question as to the interpretation or performance of this Escrow Agreement, or any action to be taken by the Escrow Agent hereunder, the Escrow Agent shall incur no liability for any action taken or suffered in good faith, its liability hereunder to be limited solely to gross negligence or wilful misconduct on its part. Orgenesis and the Masthercell Principals hereby agree, jointly and severally, to indemnify the Escrow Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence or wilful misconduct on the part of the Escrow Agent, arising out of or in connection with its entering into the Escrow Agreement, and carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of liability.

All reasonable fees and expenses of the Escrow Agent, including reasonable fees and expenses of its legal counsel, shall be borne by Orgenesis.

The Escrow Agent or any successor escrow agent may resign at any time by giving seven business days prior written notice of resignation to the Orgenesis and the Selling Shareholders's Representative, such resignation to be effective on the date specified in such notice. Orgenesis and the Selling Shareholders's Representativesmay on seven Business Days written notice remove the Escrow Agent with or without cause by any instrument or instruments in writing signed by Orgenesis and the Selling Shareholders's Representativesand delivered to the Escrow Agent and jointly appoint a successor escrow agent. In the event the position of the Escrow Agent shall become vacant for any reason, including, without limitation, resignation or removal, the parties hereto shall appoint as successor escrow agent such other person or entity as Orgenesis and the Selling Shareholders's Representatives may agree, by an instrument or instruments in writing delivered to such successor escrow agent and the retiring Escrow Agent. Upon the appointment of any successor, such successor escrow agent shall immediately execute, acknowledge and deliver to each of the parties hereto, an instrument accepting such appointment. Upon execution of such instrument, the successor escrow agent without further act shall succeed to all the rights and obligations of the retiring Escrow Agent hereunder as if originally named herein, and the retiring Escrow Agent will duly assign, transfer and deliver to such successor escrow agent the Escrowed Shares and all of the other rights at the time held by the retiring Escrow Agent hereunder provided the retiring Escrow Agent shall have received payment in full of all expenses owing to it hereunder. Any successor escrow agent shall be subject to removal in the same manner as aforesaid. If notwithstanding the receipt of a notice of resignation from the Escrow Agent, Orgenesis and the Selling Shareholders's Representative fail to appoint a successor escrow agent by the effective date of resignation set forth in such notice, the agency created by this Escrow Agreement shall thereupon be terminated in any event and the Escrow Agent shall be discharged from any further duties hereunder; provided that the Escrow Agent may retain the Escrowed Shares on a merely safekeeping basis until such time as a successor escrow agent is appointed or it may deposit the Escrowed Shares (at the expense of Orgenesis and the Selling Shareholders) with the Supreme Court of Texas or such other court as the Selling Shareholdersand Orgenesis shall agree (the “Court”). The deposit of the Escrowed Shares with the Court by the Escrow Agent shall constitute a full discharge of the obligations of the Escrow Agent to Orgenesis and the Selling Shareholders.

In the event of any disagreement between the Orgenesis and the Selling Shareholders hereto which in the reasonable opinion of the Escrow Agent may result in adverse claims or demands with respect to the Escrowed Shares or if any of the parties hereto, including the Escrow Agent, are in disagreement about the interpretation of this Escrow Agreement or about rights and obligations of the Escrow Agent or the propriety of an action contemplated by the Escrow Agent under this Escrow Agreement, the Escrow Agent, may at its option, deposit the Escrowed Shares with the Court. Upon the Escrow Agent making such deposit, such Escrow Agent shall be discharged and released of its duties and obligations hereunder. The Escrow Agent shall be indemnified by Orgenesis and the Selling Shareholders jointly and severally in any such action, interpleader or any other action or proceeding for all costs, expenses and fees in its capacity as Escrow Agent in connection with any such deposit of the Escrowed Shares or any action brought in connection with this Escrow Agreement.

The Escrow Agent shall not be liable for or by reason of any statements of fact or recitals in this Escrow Agreement and all such statements and recitals are and shall be deemed to be made by the other parties to this Agreement.

The parties hereto acknowledge that subject to certain exclusions that may apply, the Escrow Agent may be required under the provisions of applicable law to obtain and review certain personal documentation (e.g. passports, drivers licenses, etc.) of the individuals that are authorized to provide the Escrow Agent with instructions relating to the operation of applicable accounts.

ARTICLE 6
GENERAL

Any and all notices required to be given or contemplated under this Escrow Agreement shall be delivered personally or by facsimile and addressed to the respective addresses of Orgenesis and the Masthercell Principals as set out below or their respective solicitors:

With a copy which shall not constitute notice to:

Bird & Bird LLP
Attn. of Paul Hermant

Avenue Louise 235, b.1
1050 Brussels
Belgium
Attention: Paul Hermant
Email: ***@***

SECURITIES TRANSFER CORPORATION
2591 Dallas Parkway, Suite 102
Frisco TX 75034

or at such other address as any party may from time to time specify by notice in writing given to the other parties hereto. Notices, requests, demands or other communications, if sent by private delivery, shall be deemed to have been received on the date of receipt by or on behalf of the addressee or, if sent by facsimile or similar form of communication, upon receipt by the sender of electronic confirmation of completion of the transmission showing the correct answer back or other similar identification of the addressee.

This Escrow Agreement constitutes the entire agreement between the parties with respect to the delivery of, and subsequent dealing with, the Escrowed Shares.

Any provision hereof that is held to be inoperative, unenforceable or invalid in any jurisdiction shall be severable from the remaining provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.

This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Texas and the laws of the United States applicable in Texas, without regard for the conflict of law rules of such laws, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of Texas.

Orgenesis and the Selling Shareholders will at any time and from time to time, upon the request of any of the other parties or the Escrow Agent, execute and deliver such further documents and do such further acts and things as may reasonably be requested by the Escrow Agent in order to evidence, carry out and give effect to the terms, conditions, intent and meaning of this Escrow Agreement.

No failure or delay on the part of the Escrow Agent, Orgenesis or the Selling Shareholders in exercising any right, power or remedy provided herein may be, or may be deemed to be, a waiver thereof; nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of such right, power or remedy or other right, power or remedy.

This Escrow Agreement may not be amended or modified in any respect except by written instrument signed by all the parties hereto including the Escrow Agent.

Each of the parties hereby acknowledges that the Escrow Agent has acted and will continue to act as transfer agent for Orgenesis with respect to its stock transfer needs.

This Escrow Agreement shall be binding upon, and shall enure to the benefit of each of the parties hereto and their respective successors and assigns.

This Escrow Agreement and any amendment, supplement, restatement or termination of any provision of this Escrow Agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument. This Escrow Agreement may be executed by facsimile or other electronic means and the facsimile or electronic execution pages will be binding upon the executing party to the same extent as the original executed pages. The executing party covenants to provide originals of the facsimile execution pages for insertion into the original Escrow Agreement in place of the facsimile pages.

[Signature page to follow.]

IN WITNESS WHEREOF the parties hereto have executed this Escrow Agreement effective as of the date first written above.

SCHEDULE 1

MASTHERCELL PRINCIPALS

SCHEDULE 2
BONDHOLDERS