Orgenesis Inc. (Form: 8-K, Received: 03/05/2015 16:48:27)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2015

ORGENESIS INC.
(Exact name of registrant as specified in its charter)

Nevada	000-54329	98-0583166
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

20271 Goldenrod Lane, Germantown, MD 20876
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (480) 659-6404

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

EXPLANATORY NOTE

Orgenesis Inc., a Nevada corporation, (the “Company” ) entered into a share exchange agreement dated November 3, 2014 and addendum dated March 2, 2015 with MaSTherCell SA, Cell Therapy Holding SA (collectively the " Target " or “MaSTherCell” ) and each of the shareholders of the Target, which provides for the acquisition by the Company of all of the issued and outstanding shares of the Target from the shareholders of the Target in exchange for the issuance of $24,593,000 in value of shares of common stock in the capital of the Company (the “Acquisition” )

This current report is being filed in connection with a series of transactions consummated by the Company and certain related events and actions taken by the Company.

Forward-Looking Statements

This current report contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements made in this current report include statements about:

•	MaSTherCell’s aim of filling the perceived need for industrialization and manufacturing expertise in the cell therapy sector;
•	the advantages that MaSTherCell’s services offer to customers;
•	MaSTherCell’s strategy to build long term relationships with its customers in order to help them bring highly potent cell therapy products faster to the market and in cost-effective ways;
•	our belief that MaSTherCell’s services can be differentiated from those of its competitors;
•	our belief that Belgium offers an ideal location for MaSTherCell’s business;
•	our expectation that MaSTherCell will reach a positive EBITDA in 2015; and
•	our belief that MaSTherCell’s facilities provide sufficient capacity to meet its expected near term demand.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk factors related to MaSTherCell’s Business” set forth in this current report, any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

•	general economic and business conditions;
•	substantial doubt about our ability to continue as a going concern;
•	our need to raise additional funds in the future which may not be available on acceptable terms or at all;
•	our inability to successfully recruit and retain qualified personnel in order to continue our operations;
•	our ability to successfully implement our business plan;
•	conditions in Belgium, and Europe more generally, which may materially adversely affect MaSTherCell’s operations and personnel;
•	the ability of MaSTherCell to pay dividends is subject to limitations under Belgian law and dividends paid and loans extended by MaSTherCell may be subject to taxes;
•	if we are unable to successfully acquire, develop or commercialize new products;
•	our expenditures not resulting in commercially successful products;
•	third parties claiming that we may be infringing their proprietary rights that may prevent us from manufacturing and selling some of our products;
•	the impact of extensive industry regulation, and how that will continue to have a significant impact on our business, especially our product development, manufacturing and distribution capabilities; and
•	other factors discussed under the section entitled “Risk factors related to MaSTherCell’s Business” set forth in this current report.

These risks may cause our company’s or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this current report, the terms the " we ", " us " and " our " refer to the Company, after giving effect to the Acquisition, unless otherwise stated or the context clearly indicates otherwise.

Item 1.01 Entry into a Material Definitive Agreement.

The information contained in the section titled “Item 2.01 Completion of Acquisition or Disposition of Assets” below is responsive to this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets

Closing of Share Exchange Agreement

Pursuant to a share exchange agreement (the " Share Exchange Agreement ") dated November 3, 2014 and addendum dated March 2, 2015 between Orgenesis Inc. (the “Company” ), MaSTherCell SA, Cell Therapy Holding SA (collectively the " Target " or “MaSTherCell” ) and each of the shareholders of the Target, the Company closed the Share Exchange Agreement and completed the acquisition of all of the issued and outstanding shares of the Target from the shareholders of the Target, effective as of February 27, 2015. MaSTherCell SA and Cell Therapy Holding SA are companies limited by shares incorporated in Belgium. Cell Therapy Holding SA currently owns 50% of the issued and outstanding shares of MaSTherCell SA. The companies were incorporated and launched in 2011.

In exchange for all of the issued and outstanding shares of the Target, the Company issued to the shareholders of the Target an aggregate of 42,401,724 shares of its common stock (the “Consideration Shares” ) at a deemed price of $0.58 per share for an aggregate deemed price of $24,593,000. The Share Exchange Agreement provided that the price of the Consideration Shares was to be calculated based on the average of all closing trading prices for the Company’s common stock as traded on the OTC stock market for the 30 trading days immediately preceding the closing date, provided that the Consideration Shares were to be priced at no more than $0.80 per share and no less than $0.50 per share.

The Consideration Shares were issued to 11 non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933.

Escrow Agreement

As of February 27, 2015, the Company and the shareholders and bondholders of the Target and Securities Transfer Corporation, the Company’s transfer agent, entered into an escrow agreement (the “Escrow Agreement” ) pursuant to which the shareholders of the Target agreed not to sell any of their Consideration Shares for a period of one year after the closing of the Share Exchange Agreement, and thereafter 1/12th of each Target shareholder's Consideration Shares will be released and eligible for sale during each subsequent calendar month.

The Share Exchange Agreement and the Escrow Agreement provide that in the event that the Company has not achieved a post-closing financing and a valuation which meets the agreed threshold within eight months of the closing date of the Share Exchange Agreement, then the shareholders of the Target may, by notice to the Company, unwind the transaction in exchange for return of all of the Consideration Shares plus any amount that the Company has advanced or invested in the Target.

The Share Exchange Agreement and the Escrow Agreement further provide that in case of conversion of MaSTherCell SA’s current outstanding convertible bonds (the “Convertible Bonds” ) (such conversion may occur at the option of the bondholders of MaSTherCell SA if the Company achieves a listing of its shares on a U.S. stock exchange within 14 months of the closing of the Share Exchange Agreement), the shareholders of the Target (other than the former bondholders of MaSTherCell SA) must (i) exchange the shares of MaSTherCell SA to be issued upon conversion of the Convertible Bonds (the “Conversion Shares” ) for a number of Consideration Shares held by the shareholders of the Target; and (ii) transfer the Conversion Shares to the Company for no additional consideration.

The Share Exchange Agreement and the Escrow Agreement further provide that in case the bondholders of MaSTherCell SA elect not to convert the Convertible Bonds, or in case the bondholders of MaSTherCell SA are not allowed to convert the Convertible Bonds in the absence of listing of the Company’s shares on a U.S. stock exchange within 14 months of the closing of the Share Exchange Agreement and the Convertible Bonds remain a liability of MaSTherCell SA, then the number of the Consideration Shares will be reduced by the amount that was due at the closing of the Share Exchange Agreement to those bondholders who do not convert their Convertible Bonds. The number of Consideration Shares to be cancelled for this purpose will be determined by dividing the subscription amount of the outstanding Convertible Bonds plus interest owed thereunder by $24,593,000 and by applying the resulting quotient to the actual total number of Consideration Shares. In such a case, each shareholder of the Target, other than the bondholders of MaSTherCell SA, agreed to give up for cancellation a part of its Consideration Shares that will be proportionate to such shareholder’s share in the total number of Consideration Shares issued at the closing of the Share Exchange Agreement.

Director Appointments

Pursuant to the Share Exchange Agreement and effective as the closing of the Share Exchange Agreement on February 27, 2015, Chris Buyse and Hugues Bultot, two nominees of the shareholders of the Target, were appointed as directors of the Company.

Messrs. Buyse and Bultot have no family relationships with each other or any other officer or director of the Company. Except as disclosed below, Messrs. Buyse and Bultot have not had a direct or indirect material interest in any transaction described in Item 404(a) of Regulation S-K with respect to the Company:

Upon the closing of the Share Exchange Agreement, Mr. Bultot received 5,050,454 of the Consideration Shares in exchange for the shares of the Target.

INFORMATION ABOUT MASTHERCELL

MaSTherCell's Business

MaSTherCell is a Contract Development and Manufacturing Organization (CDMO) specialized in cell therapy development for advanced medicinal products. Cell therapy is the prevention or treatment of human disease by the administration of cells that have been selected, multiplied and pharmacologically treated or altered outside the body ( ex vivo ). In the last decade, cell therapy medicinal products have gained significant importance, particularly in the fields of ex-vivo gene therapy, immunotherapy and regenerative medicine. While academic and industrial research has led scientific development in the sector, industrialization and manufacturing expertise remains insufficient. MaSTherCell aims to fill this need by providing two types of services to its customers: (i) process and assay development services and (ii) Good Manufacturing Practices (GMP) contract manufacturing services.

These services offer a double advantage to MaSTherCell's customers. First, customers can continue focusing their financial and human resources on their product/therapy, while relying on a trusted partner for their process development/production. Second, it allows customers to profit from MaSTherCell's expertise in cell therapy manufacturing and all related aspects.

MaSTherCell's target customers are primarily cell therapy companies that are in pre- or early-stage clinical trials. This stems from the finding that these companies' processes have to be set up right from start in order for them to obtain approved products that have the simplest possible process and with the lowest possible cost of goods sold (COGS). Therefore, MaSTherCell's strategy is to build long term relationships with its customers in order to help them bring highly potent cell therapy products faster to the market and in cost-effective ways.

To provide these services MaSTherCell relies on a team of dedicated experts both from academic and industry backgrounds. It operates through state-of-the-art facilities located just 40 minutes from Brussels, the capital of Europe, and which have received the final cGMP manufacturing authorization from the Belgian Drug Agency (AFMPS) in September 2013.

Competitors

MaSTherCell competes with a number of companies both directly and indirectly. Key competitors include the following CDMOs: Lonza Group Ltd, Progenitor Cell Therapy (PCT) LLC, Pharmacell BV, WuxiAppTec (WuXi PharmaTech (Cayman) Inc.), Cognate Bioservices Inc., Apceth GmbH & Co. KG, Eufets GmbH, Fraunhofer Gesellschaft, Cellforcure SASU, Cell Therapy Catapult Limited and Molmed S.p.A. MaSTherCell's services differ from these companies in two major aspects:

•	quality and expertise of its services: clients identify the excellence of its facility, quality system, and people as a major differentiating point compared to competitors; and
•	flexible and tailored approach: MaSTherCell's philosophy is to build a true partnership with its clients and adapt itself to the clients’ needs, which entails no “off-the-shelf process” nor in-house technology platform, but a dedicated person in plant (of client), joint steering committees on each project and dedicated project managers.

Neither of these differentiating points results in a price premium compared to other CMO’s as MaSTherCell operates with a lean organization focused solely on cell therapy.

Finally, MaSTherCell is the only CDMO located in Belgium which logistically offers an ideal location given the high concentration of companies active in cell therapy (potential clients and companies with complementary knowhow, products and services).

Risk factors related to MaSTherCell's Business

Risks related to MaSTherCell's financial condition

We anticipate that we will need additional financing in the future to continue our operations; if we are unable to raise additional capital, as and when needed, or on acceptable terms, we may be forced to delay, reduce or eliminate the expansion of our contract development and manufacturing operations.

MaSTherCell's current operating plan will require additional capital to fund, among other things, the operation, enhancement and expansion of our operations to support our customers.

The amount and timing of our future capital requirements also will likely depend on many other factors, including:

•	the cost of expansion of our contract development and manufacturing operations, including but not limited to the costs of expanded facilities, equipment costs, engineering and innovation initiatives and personnel;
•	the opportunity to produce therapies in commercial phases for a customer which will required large production units.

Ultimately, we may be unable to raise capital on terms that are acceptable to us, if at all. Our inability to obtain necessary capital or financing to fund our future operating needs could adversely affect our business, results of operations and financial condition.

MaSTherCell has incurred substantial losses and negative cash flow from operations in the past, and expects to continue to incur losses and negative cash flow for the foreseeable future.

MaSTherCell has a limited operating history, limited capital, and limited sources of revenue. Since its inception in 2011 through December 31, 2014, the revenues generated have not been sufficient to cover costs attributable to that business. Based upon current plans, it is expected that MaSTherCell will reach a positive EBITDA in 2015 and will incur operating losses in future periods. This will happen because there are expenses associated with the development, marketing, and sales of our services. As a result, we may not generate significant revenues in the future. Failure to generate significant revenues in near future may cause us to suspend or cease activities. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to generate revenues, manage expenses, and compete successfully with our direct and indirect competitors.

Risks related to our contract (process and assay) development and manufacturing business

Cell therapy is in its early stages, it is still a developing field and a significant global market for our third party manufacturing services at MaSTherCell may never emerge.

Cell therapy is in its early stages and is still a developing area of research, with few cell therapy products approved for clinical use. Many of the existing cellular therapy candidates are based on novel cell technologies that are inherently risky and may not be understood or accepted by the marketplace, making difficult their own funding to enable them to continue their business. At MaSTherCell, the current market and our existing contracts principally consist of providing consulting and manufacturing of cell and tissue-based therapeutic products in clinical trials. The number of people who may use cell or tissue-based therapies and thus the demand for stem cell processing services is difficult to forecast. If cell therapies under development by our customers to treat disease are not proven effective, demonstrate unacceptable risks or side effects or, where required, fail to receive regulatory approval, our business will be significantly impaired. While the therapeutic application of cells to treat serious diseases is currently being explored by a number of companies, to date there are only a handful of approved products in the United States, Asia and in Europe. Ultimately, our success in developing our contract development and manufacturing business depends on the development and growth of a broad and profitable global market for cell- and tissue-based therapies and services and our ability to capture a share of this market through MaSTherCell.

MaSTherCell's revenues may vary dramatically from period to period making it difficult to forecast future results.

The nature and duration of MaSTherCell's contracts with customers often involve regular renegotiation of the scope, level and price of the services we are providing. If our customers reduce the level of their spending on research and development or marketing or are unsuccessful in attaining or retaining product sales due to market conditions, reimbursement issues or other factors, our results of operations may be materially impacted. In addition, other factors, including the rate of enrollment for clinical studies, will directly impact the level and timing of the products and services we deliver. As such, the levels of our revenues and profitability can fluctuate significantly from one period to another and it can be difficult to forecast the level of future revenues with any certainty.

The loss of one or more of MaSTherCell’s major clients or a decline in demand from one or more of these clients could harm MaSTherCell’s business.

MaSTherCell has a few major clients that together account for a large percentage of the total revenues earned. There can be no assurance that such clients will continue to use MaSTherCell’s services at the same level or at all. A reduction or delay in the use of MaSTherCell’s services, including reductions or delays due to market, economic or competitive conditions, could have a material adverse effect on MaSTherCell’s business, operating results and financial condition.

MaSTherCell has a finite manufacturing capacity, which could inhibit the long-term growth prospects of this business.

MaSTerCell currently provides services and produces materials for clinical trials at its existing manufacturing facilities in Gosselies (Belgium), which it has designed and operated to be compliant with cGMP requirements.

While we believe these facilities provide it with sufficient capacity to meet expected near term demand, it is possible that the demand for its services and products could exceed its existing manufacturing capacity. It may become necessary or desirable for it to expand its manufacturing capabilities for cell therapy services and products in the future, which may require it to invest significant amounts of capital and to obtain regulatory approvals. In this regard, we are reviewing opportunities for expansion to both commercial level and international manufacturing capabilities. If we are unable to meet rising demand for products and services on a timely basis or unable to maintain cGMP compliance standards, then it is likely that our clients and potential clients will elect to obtain the products and services from competitors, which could materially and adversely affect the level of our revenues and our prospects for growth.

MaSTherCell’s business is subject to risks associated with a single manufacturing facility.

MaSTherCell’s contract manufacturing services are dependent upon a single facility located in Gosselies (Belgium). A catastrophic loss of the use of all or a portion of MaSTherCell’s manufacturing facility due to accident, fire, explosion, labor issues, weather conditions, other natural disaster or otherwise, whether short or long-term, could have a material adverse effect on MaSTherCell’s customer relationships and financial results.

If Mathercell loses electrical power at its manufacturing facility, its business operations may be adversely affected.

MaSTherCell owns a back-up generator allowing it to provide for its manufacturing power consumption needs for a few hours. However, if MaSTherCell loses electrical power at its manufacturing facility for more than a few hours, MaSTherCell would be unable to continue its manufacturing operations for an extended period of time because MaSTherCell does not own any other back-up power source large enough to provide for its manufacturing power consumption needs. Additionally, MaSTherCell does not have an alternative manufacturing location. Therefore, a significant disruption in MaSTherCell’s manufacturing operations could materially and adversely affect its business operations during an extended period of power outage.

We have a limited marketing staff and budget for our MaSTherCell operations, which could limit our ability to grow this business.

The degree of market acceptance of our products and services depends upon a number of factors, including the strength of our sales and marketing support. If our marketing is not effective, our ability to generate revenues could be significantly impaired. The newness of the industry and capital constraints provide challenges to our marketing and sales activities at MaSTherCell, and the failure to attract a sufficient base of customers will affect our ability to increase our revenues and operate profitably.

The logistics associated with the distribution of materials produced by MaSTherCell for third parties and for us are significant, complex and expensive and may negatively impact our ability to generate and meet future demand for our products and improve profitability.

Current cell therapy products and product candidates, have a limited shelf life, in certain instances limited to less than 12 hours. Thus, it is necessary to minimize the amount of time between when the cell product is extracted from a patient, arrives at our facility for processing, and is returned for infusion in the patient.

To do so, we need our cell therapy facilities to be located in major population centers in which patients are likely to be located and within close proximity of major airports. In the future, it may be necessary to build new facilities, which would require a significant commitment of capital and may not then be available to us. Even if we are able to establish such new facilities, we may experience challenges in ensuring that they are compliant with cGMP standards, EMEA requirements, and/or applicable state or local regulations. We cannot be certain that we would be able to recoup the costs of establishing a facility in a given market. Given these risks, we could choose not to expand our cell processing and manufacturing services into new geographic markets which will limit our future growth prospects.

Product liability and uninsured risks may adversely affect MaSTherCell’s continuing operations and damage its reputation.

MaSTherCell operates in an industry susceptible to significant product liability claims. MaSTherCell may be liable if it manufactures any product that causes injury, illness, or death. In addition, product liability claims may be brought against MaSTherCell’s clients, in which case MaSTherCell’s clients or others may seek contribution from MaSTherCell if they incur any loss or expenses related to such claims. These claims may be brought by individuals seeking relief or by groups seeking to represent a class. The defense of such claims may be costly and time-consuming, and could divert the attention of MaSTherCell’s management and technical personnel.

A breakdown or breach of MaSTherCell’s information technology systems could subject MaSTherCell to liability or interrupt the operation of its business.

MaSTherCell relies upon its information technology systems and infrastructure for its business. The size and complexity of MaSTherCell’s computer systems make it potentially vulnerable to breakdown and unauthorized intrusion. MaSTherCell could also experience a business interruption, theft of confidential information, or reputational damage from industrial espionage attacks, malware or other cyber attacks, which may compromise MaSTherCell’s system infrastructure or lead to data leakage, either internally or at MaSTherCell’s third-party providers.

Similarly, data privacy breaches by those who access MaSTherCell’s systems may pose a risk that sensitive data, including intellectual property, trade secrets or personal information belonging to MaSTherCell or its employees, clients or other business partners, may be exposed to unauthorized persons or to the public. There can be no assurance that MaSTherCell’s efforts to protect its data and information technology systems will prevent breakdowns or breaches in MaSTherCell’s systems that could adversely affect its business and result in financial and reputational harm to MaSTherCell.

Risks Related to Our Market

We face competition from established as well as other emerging companies, which could divert clients to our competitors, result in pricing pressure and significantly reduce our revenue.

We expect existing competitors and new entrants to CDMO market to constantly revise and improve their business models in response to challenges from competing businesses, including ours. Some of our competitors and potential competitors have significantly greater resources than we do. Increased competition may result in pricing pressure for us in terms of the prices we are able to negotiate to receive from a client. If we cannot compete successfully against our competitors, our ability to grow our business and achieve profitability could be impaired.

Management

MaSTherCell’s management team has extensive experience in domestic and internationally regulated cellular therapy development, including contract research, development and manufacturing across a broad range of science, technologies, and process operations. Team members are recognized and credentialed experts in all aspects of clinical and product development, characterization, manufacturing, delivery, and use, of cellular products and have extensive experience designing, validating, and operating cGMP cell therapy manufacturing facilities.

Employees

MaSTherCell has approximately 29 full-time employees. Most of MaSTherCell's senior management and professional employees have had prior experience in pharmaceutical or biotechnology companies.

Facilities

MaSTherCell’s offices and facilities are located on the second, third and fourth floors of the Itech Incubator II Building in Gosselies (Belgium). The company operates a 860 square meter area in this building based on two long-term lease agreements. The facility features four independent production suites, each composed of two rooms. The layout of the suites allows for parallel production and has been designed to reduce cross contamination risk to the lowest possible limit. Also, as the suites are independent (separated HVAC), it is possible to perform maintenance (or even decontamination) of a suite without impeding ongoing activities in the other suites. The plant also features a technology transfer / development lab, a quality control lab, a warehouse and all necessary office spaces.

The construction of the facilities was completed in October 2012. In September 2013, the plant received the cGMP manufacturing authorization for production of advanced medicinal therapeutic products (ATMP) after extensive audits by the Belgian Drug Agency (AFMPS).

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in the section titled “Item 2.01 Completion of Acquisition or Disposition of Assets” above is responsive to this Item 3.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information contained in the section titled “Item 2.01 Completion of Acquisition or Disposition of Assets” above is responsive to this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Share Exchange Agreement, on March 2, 2015, the Company’s board of directors amended the Company’s bylaws to add the following sections as Article 2, Section 12 and Schedule A of the Company’s bylaws:

“SECTION 12 TEMPORARY RESTRICTIONS ON DECISION-MAKING

Reference is made to the share exchange agreement made effective as of November 3, 2014 (the “Share Exchange Agreement”) among the Corporation, MaSTherCell SA, Cell Therapy Holding SA and the Selling Shareholders . Capitalized terms are defined in Schedule “A” to the Bylaws.

The following decisions shall be subject to a majority approval of the Pubco Board of Directors which must include the Priveco Directors for a period ending at the earlier of (i) expiry of the Lock-Up (ii) the date the Selling Shareholders hold less than 20% of the then outstanding Pubco Common Stock or (iii) the date the Unwinding is exercised:

(i)      approval of Pubco's annual business plan;
(ii)     the issuance of any additional shares of Pubco;
(iii)    the entering into by Pubco of an amalgamation, merger or consolidation with any other person;
(iv)    any borrowing of money or assumption of indebtedness by Pubco which is not provided for in Pubco’s business plan or any request to postpone any scheduled repayment of outstanding indebtedness of Pubco, both other than in the ordinary course of business;
(v)     the granting of any security or creation of any encumbrances on the assets of Pubco other than in the ordinary course of business;
(vi)    any loans made by Pubco to third parties, or guarantees by Pubco of third party indebtedness, other than in accordance with Pubco's respective business plan and other than in the ordinary course of business;
(vii)   carrying on any business by Pubco other than the existing business or any material change of Pubco's business;
(viii)  the sale, lease, exchange or disposition of any intellectual property assets or of all or substantially all of the other property or assets of Pubco or the acquisition of assets outside the ordinary course of business by Pubco;
(ix)     the taking of any steps to wind-up, terminate the corporate existence or undertake a plan of arrangement in respect of Pubco;
(x)      the entering into by Pubco of a partnership or of any arrangement for the sharing of profits, union of interests, joint venture or reciprocal concession with any person; and
(xi)     the giving of approval for any transfer of shares of Pubco or any issuance of Pubco shares to a person.”.

“Schedule “A”
THE FOLLOWING DEFINED TERMS RELATE TO ARTICLE 2, SECTION 12

Bondholders : the holders of Convertible Bonds, being Olivier DAVIGNON, INVEST4MTCORG, Claude JOTTRAND, HOLOGRAMME SA, LIFE SCIENCES RESEARCH PARTNERS VZW, Alexandre SCHMITZ, THEODORUS SCA and THEODORUS III SA.

Closing : the completion of the Transaction, at which the Closing Documents shall be exchanged by the parties, except for those documents or other items specifically required to be exchanged at a later time.

Closing Date : a date mutually agreed upon by the parties in writing following the satisfaction or waiver by Pubco and Priveco of the conditions precedent set out in the Share Exchange Agreement.

Closing Documents : the papers, instruments and documents required to be executed and delivered at the Closing pursuant to the Share Exchange Agreement.

Consideration : $24,593,000.

Consideration Shares : the fully paid and non-assessable common shares in the capital of Pubco issued on the Closing Date to the Selling Shareholders in payment of the Consideration.

Conversion Shares : those shares that could result from the conversion of the Convertible Bonds.

Convertible Bonds : the bonds convertible in MaSTherCell Common Stock issued by MaSTherCell pursuant to and subject to the conditions set forth in a notarized decision of the general meeting of shareholders of MaSTherCell dated on 18 September 2014.

CTH : Cell Therapy Holding SA.

Lock-Up : the Selling Shareholders agree not to sell any of their Consideration Shares for a period of one (1) year after the Closing, except where such sale takes place between Selling Shareholders, and thereafter one twelfth (1/12th) of each Selling Shareholders' Consideration Shares shall be released and eligible for sale during each subsequent calendar month.

MaSTherCell : MaSTherCell SA.

MaSTherCell Common Stock : common shares of MaSTherCell.

Post Closing Financing : Pubco will raise a minimum of $10,000,000 in an equity or debt financing within 8 months of the Closing Date.

Priveco : MaSTherCell and CTH.

Priveco Directors : representatives of the Selling Shareholders to fill in two positions on the board of Pubco and two positions on the board of Priveco.

Priveco Shares : the common shares of Priveco held by the Selling Shareholders, being all of the issued and outstanding common shares of both MaSTherCell and CTH, the profit shares issued by CTH and the Conversion Shares beneficially held, either directly or indirectly, by the Selling Shareholders.

Pubco : Orgenesis Inc.

Pubco Common Stock : shares of common stock of Pubco.

Selling Shareholders : the shareholders of Priveco, being CELL THERAPY HOLDING SA, UNIVERSITE LIBRE DE BRUXELLES, Monsieur Hugues BULTOT, Monsieur José CASTILLO FERNANDEZ, JPP CONSULTING SPRL, Eric MATHIEU, Guillaume DE VIRON, GABRIEL INVESTMENTS SPRL, AUXILIASTRA SPRL, THEODORUS SCA, THEODORUS II SA and 4FORCELLS SPRL, together with the Bondholders in case of conversion.

Transaction : the purchase of the Priveco Shares by Pubco from the Selling Shareholders in consideration for the issuance of the Consideration Shares.

Unwinding : In the event that Pubco has not achieved the Post Closing Financing and a Valuation which meets the Valuation Threshold within eight (8) months of the Closing Date, then the Selling Shareholders may by notice (the “ Unwind Notice ”) to Pubco unwind the Transaction by delivering to Pubco all of the Consideration Shares plus any amount that Pubco has advanced or invested in Priveco, in dollars, as per the auditors of Pubco (the “Investment”). The Unwind Notice must be delivered within 10 days of the said eight month anniversary of the Closing Date and the Consideration Shares and the Investment must be delivered within 30 days of such anniversary, and Pubco will deliver to the Selling Shareholders all Priveco Shares.

Valuation : on the date immediately after the Post Closing Financing, Pubco will be valued for purposes of the Unwinding trigger.

Valuation Threshold : The Valuation is required to be a minimum of $45,000,000. The Valuation is deemed to meet the Valuation Threshold if the number of shares of common stock of Pubco outstanding multiplied by the average of all closing trading prices of Pubco’s shares on its principal trading market over a period of 30 days following the Post Closing Financing exceeds the Valuation Threshold.”

Item 9.01	Financial Statements and Exhibits.

*(a)*	*Financial Statements of Businesses Acquired.*

The financial statements required by this item are not being filed with this current report on Form 8-K. Such financial statements are expected to be filed by an amendment to this current report on Form 8-K not later than 71 calendar days after the date that this current report on Form 8-K must be filed.

(b)

Pro Forma Financial Information.

The pro forma financial information required by this item is not being filed with this current report on Form 8-K. Such pro forma financial information is expected to be filed by an amendment to this current report on Form 8-K not later than 71 calendar days after the date that this current report on Form 8-K must be filed.

(d)

Exhibits.

3.1	Amended and Restated Bylaws

10.1	Addendum 1 to Share Exchange Agreement dated March 2, 2015 with MaSTherCell SA, Cell Therapy Holding SA and their shareholders

10.2	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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ORGENESIS INC.

By:

/s/ Neil Reithinger

Neil Reithinger

Chief Financial Officer, Treasurer and Secretary

March 5, 2015

AMENDED AND RESTATED BYLAWS
of
ORGENESIS INC.

(effective as of March 2, 2015)

A Nevada Corporation

ARTICLE 1
STOCKHOLDERS

SECTION 1 ANNUAL MEETING

Annual meetings of the stockholders of Orgenesis Inc. (formerly Business Outsourcing Services Inc.) (the “Corporation”), shall be held on the day and at the time as may be set by the Board of Directors of the Corporation (the “Board of Directors”) from time to time, at which annual meeting the stockholders shall elect by vote a Board of Directors and transact such other business as may properly be brought before the meeting.

SECTION 2 SPECIAL MEETINGS

Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President or the Secretary by resolution of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose of the proposed meeting.

SECTION 3 PLACE OF MEETINGS

All annual meetings of the stockholders shall be held at the registered office of the Corporation or at such other place within or outside the State of Nevada as the Board of Directors shall determine. Special meetings of the stockholders may be held at such time and place within or outside the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

SECTION 4 QUORUM; ADJOURNED MEETINGS

The holders of at least one third (33.3%) of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 5 VOTING

Each stockholder of record of the Corporation holding stock which is entitled to vote at a meeting shall be entitled at each meeting of stockholders to one vote for each share of stock standing in their name on the books of the Corporation. Upon the demand of any stockholder, the vote for members of the Board of Directors and the vote upon any question before the meeting shall be by ballot.

When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall be sufficient to elect members of the Board of Directors or to decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

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SECTION 6 PROXIES

At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of the meeting. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer of the meeting.

SECTION 7 ACTION - WITHOUT MEETING

Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

ARTICLE 2
DIRECTORS

SECTION 1 MANAGEMENT OF CORPORATION

The business of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

SECTION 2 NUMBER, TENURE, AND QUALIFICATIONS

The number of directors which shall constitute the whole board shall be at least one. The number of directors may from time to time be increased or decreased by resolution of the Board of Directors to not less than one nor more than fifteen. The Board of Directors shall be elected at the annual meeting of the stockholders and except as provided in Section 2 of this Article, each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

SECTION 3 VACANCIES

Vacancies in the Board of Directors including those caused by an increase in the number of directors, may be filled by a majority of the remaining Board of Directors, though not less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the stockholders. The holders of two-thirds of the outstanding shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the members of the Board of Directors by vote at a meeting called for such purpose or by a written statement filed with the secretary or, in his absence, with any other officer. Such removal shall be effective immediately, even if successors are not elected simultaneously.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any directors, or if the authorized number of directors be increased, or if the stockholders fail at any annual or special meeting of stockholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.

If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board of Directors or the stockholders shall have power to elect a successor to take office when the resignation is to become effective.

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No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

SECTION 4 ANNUAL AND REGULAR MEETINGS

Regular meetings of the Board of Directors shall be held at any place within or outside the State which has been designated from time to time by resolution of the Board of Directors or by written consent of all members of the Board of Directors. In the absence of such designation, regular meetings shall be held at the registered office of the Corporation. Special meetings of the Board of Directors may be held either at a place so designated or at the registered office.

Regular meetings of the Board of Directors may be held without call or notice at such time and at such place as shall from time to time be fixed and determined by the Board of Directors.

SECTION 5 FIRST MEETING

The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of the meeting of stockholders and at the place thereof. No notice of such meeting shall be necessary to the Board of Directors in order to legally to constitute the meeting, provided a quorum be present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

SECTION 6 SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chairman or the President or by any Vice President or by any two directors.

Written notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by mail, facsimile transmission, electronic mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records or if such address is not readily ascertainable, at the place in which the meetings of the Board of Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least five (5) days prior to the time of the holding of the meeting. In case such notice is hand delivered, faxed or emailed as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, faxing, emailing or delivery as above provided shall be due, legal and personal notice to such director.

SECTION 7 BUSINESS OF MEETINGS

The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though held at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 8 QUORUM, ADJOURNED MEETINGS

A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board of Directors shall be as valid and effective in all respects as if passed by the Board of Directors in regular meeting.

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A quorum of the Board of Directors may adjourn any meeting of the Board of Directors to meet again at a stated day and hour-provided, however, that in the absence of a quorum, a majority of the directors present at any meeting of the Board of Directors, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors.

Notice of the time and place of holding an adjourned meeting need not be given to the absent directors if the time and place be fixed at the meeting adjourned.

SECTION 9 COMMITTEES

The Board of Directors may, by resolution adopted by a majority of the Board of Directors, designate one or more committees of the Board of Directors, each committee to consist of at least one or more of the members of the Board of Directors which, to the extent provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.

The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.

SECTION 10 ACTION WITHOUT MEETING

Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or committee.

SECTION 11 SPECIAL COMPENSATION

The directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

SECTION 12 TEMPORARY RESTRICTIONS ON DECISION-MAKING

	(i)	approval of Pubco's annual business plan;

	(ii)	the issuance of any additional shares of Pubco;

	(iii)	the entering into by Pubco of an amalgamation, merger or consolidation with any other person;

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	(iv)	any borrowing of money or assumption of indebtedness by Pubco which is not provided for in Pubco’s business plan or any request to postpone any scheduled repayment of outstanding indebtedness of Pubco, both other than in the ordinary course of business;

	(v)	the granting of any security or creation of any encumbrances on the assets of Pubco other than in the ordinary course of business;

	(vi)	any loans made by Pubco to third parties, or guarantees by Pubco of third party indebtedness, other than in accordance with Pubco's respective business plan and other than in the ordinary course of business;

	(vii)	carrying on any business by Pubco other than the existing business or any material change of Pubco's business;

	(viii)	the sale, lease, exchange or disposition of any intellectual property assets or of all or substantially all of the other property or assets of Pubco or the acquisition of assets outside the ordinary course of business by Pubco;

	(ix)	the taking of any steps to wind-up, terminate the corporate existence or undertake a plan of arrangement in respect of Pubco;

	(x)	the entering into by Pubco of a partnership or of any arrangement for the sharing of profits, union of interests, joint venture or reciprocal concession with any person; and

	(xi)	the giving of approval for any transfer of shares of Pubco or any issuance of Pubco shares to a person.

ARTICLE 3
NOTICES

SECTION 1 NOTICE OF MEETINGS

Notices of meetings of stockholders shall be in writing and signed by the President or a Vice President or the Secretary or an Assistant Secretary or by such other person or persons as the Board of Directors shall designate. Such notice shall state the purpose or purposes for which the meeting of stockholders is called and the time and the place, which may be within or without this State, where it is to be held. A copy of such notice shall be delivered personally to, sent by facsimile transmission or electronic mail or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears upon the records of the Corporation and upon such mailing of any such notice, the service thereof shall be complete and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to any officer of a Corporation or association, or to any member of a partnership shall constitute delivery of such notice to such Corporation, association or partnership. In the event of the transfer of stock after delivery of such notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.

SECTION 2 EFFECT OF IRREGULARLY CALLED MEETINGS

Whenever all parties entitled to vote at any meeting, whether of the Board of Directors or stockholders, consent, either by a writing on the records of the meeting or filed with the Secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if they had been approved at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting, and such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

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SECTION 3 WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the statutes, of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE 4
OFFICERS

SECTION 1 ELECTION

The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer, none of whom need be directors of the Corporation. Any person may hold two or more offices. The Board of Directors may appoint a Chairman of the Board of Directors, Vice Chairman of the Board of Directors, one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries.

SECTION 2 CHAIRMAN OF THE BOARD

The Chairman of the Board of Directors shall preside at meetings of the stockholders and the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

SECTION 3 VICE CHAIRMAN OF THE BOARD

The Vice Chairman of the Board of Directors shall, in the absence or disability of the Chairman of the Board of Directors, perform the duties and exercise the powers of the Chairman of the Board of Directors and shall perform such other duties as the Board of Directors may from time to time prescribe.

SECTION 4 PRESIDENT

The President shall be the Chief Executive Officer of the Corporation and shall have active management of the business of the Corporation.

SECTION 5 VICE PRESIDENT

The Vice President shall act under the direction of the President and in the absence or disability of the President shall perform the duties and exercise the powers of the President. The Vice President shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Executive Vice Presidents or may otherwise specify the order of seniority of the Vice Presidents. The duties and powers of the President shall descend to the Vice Presidents in such specified order of seniority.

SECTION 6 SECRETARY

The Secretary shall act under the direction of the President. Subject to the direction of the President, the Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings. The Secretary shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the President or the Board of Directors.

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SECTION 7 ASSISTANT SECRETARIES

The Assistant Secretaries shall act under the direction of the President. In order of their seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

SECTION 8 TREASURER

The Treasurer shall act under the direction of the President. Subject to the direction of the President, the Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation.

If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the Treasurer’s office and for the restoration to the Corporation, in case of Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

SECTION 9 ASSISTANT TREASURERS

The Assistant Treasurers in the order of their seniority, unless otherwise determined by the President or the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

SECTION 10 COMPENSATION

The salaries and compensation of all officers of the Corporation shall be fixed by the Board of Directors.

SECTION 11 REMOVAL; RESIGNATION

The officers of the Corporation shall hold office at the pleasure of the Board of Directors. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.

ARTICLE 5
CAPITAL STOCK

SECTION 1 CERTIFICATES

Every stockholder shall be entitled to have a certificate signed by the President or Secretary of the Corporation, certifying the number of shares owned by such stockholder in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of the certificate, which the Corporation shall issue to represent such stock.

If a certificate is signed (1) by a transfer agent other than the Corporation or its employees or (2) by a registrar other than the Corporation or its employees, the signatures of the officers of the Corporation may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such officer. The seal of the Corporation, or a facsimile thereof, may, but need not be, affixed to certificates of stock.

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SECTION 2 SURRENDERED, LOST OR DESTROYED CERTIFICATES

The Board of Directors may direct a certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

SECTION 3 REPLACEMENT CERTIFICATES

Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation, if it is satisfied that all provisions of the laws and regulations applicable to the Corporation regarding transfer and ownership of shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

SECTION 4 RECORD DATE

The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, or the date for the payment of any distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, and any adjournment thereof, or entitled to receive payment of any such distribution, or to give such consent, and in such case, such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to notice of and to vote at such meeting, or any adjournment thereof, or to receive payment of such distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

SECTION 5 REGISTERED OWNER

The Corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including voting and distribution, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE 6
GENERAL PROVISIONS

SECTION 1 REGISTERED OFFICE

The registered office of this Corporation shall be in the State of Nevada.

The Corporation may also have offices at such other places both within and outside the State of Nevada as the Board of Directors may from time to time determine or the business of the Corporation may require.

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SECTION 2 DISTRIBUTIONS

Distributions upon capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Distributions may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Articles of Incorporation.

SECTION 3 RESERVES

Before payment of any distribution, there may be set aside out of any funds of the Corporation available for distributions such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing distributions or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

SECTION 4 CHECKS; NOTES

All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

SECTION 5 FISCAL YEAR

The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

SECTION 6 CORPORATE SEAL

The Corporation may or may not have a corporate seal, as may from time to time be determined by resolution of the Board of Directors. If a corporate seal is adopted, it shall have inscribed thereon the name of the Corporation and the words "Corporate Seal" and "Nevada". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE 7
INDEMNIFICATION

SECTION 1 INDEMNIFICATION OF OFFICERS AND DIRECTORS, EMPLOYEES AND OTHER PERSONS

Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation or for its benefit as a director or officer of another Corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the General Corporation Law of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article.

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SECTION 2 INSURANCE

The Board of Directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another Corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.

SECTION 3 FURTHER BYLAWS

The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Nevada.

ARTICLE 8
AMENDMENTS

SECTION 1 AMENDMENTS BY BOARD OF DIRECTORS

The Board of Directors, by a majority vote of the Board of Directors at any meeting may amend these Bylaws, including Bylaws adopted by the stockholders, but the stockholders may from time to time specify particular provisions of the Bylaws, which shall not be amended by the Board of Directors.

ARTICLE 9
TRANSACTIONS WITH STOCKHOLDERS

SECTION 1 ACQUISITION OF CONTROLLING INTEREST

The Corporation elects not to be governed by NRS 78.378 through 78.3793, inclusive, of the Nevada Private Corporations Act .

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SECTION 2 COMBINATIONS WITH INTERESTED STOCKHOLDERS

The Corporation elects not to be governed by NRS 78.411 through 78.444, inclusive, inclusive, of the Nevada Private Corporations Act .

APPROVED AND ADOPTED effective the 2nd day of March, 2015.

/s/ Vered Caplan
Vered Caplan
President, CEO and a Director

CERTIFICATE

I hereby certify that I am the Secretary of Orgenesis Inc., and that the foregoing Bylaws, constitute the code of Bylaws of Orgenesis Inc., as duly adopted by the directors of the Corporation on March 2, 2015.

DATED effective the effective the 2nd day of March, 2015.

/s/ Neil Reithinger
Neil Reithinger
Chief Financial Officer, Treasurer and Secretary

SCHEDULE A

THE FOLLOWING DEFINED TERMS RELATE TO ARTICLE 2, SECTION 12

Closing Date : a date mutually agreed upon by the parties in writing following the satisfaction or waiver by Pubco and Priveco of the conditions precedent set out in the Share Exchange Agreement.

Closing Documents : the papers, instruments and documents required to be executed and delivered at the Closing pursuant to the Share Exchange Agreement.

Consideration : $24,593,000.

Consideration Shares : the fully paid and non-assessable common shares in the capital of Pubco issued on the Closing Date to the Selling Shareholders in payment of the Consideration.

Conversion Shares : those shares that could result from the conversion of the Convertible Bonds.

CTH : Cell Therapy Holding SA.

MaSTherCell : MaSTherCell SA.

MaSTherCell Common Stock : common shares of MaSTherCell.

Post Closing Financing : Pubco will raise a minimum of $10,000,000 in an equity or debt financing within 8 months of the Closing Date.

Priveco : MaSTherCell and CTH.

Priveco Directors : representatives of the Selling Shareholders to fill in two positions on the board of Pubco and two positions on the board of Priveco.

Pubco : Orgenesis Inc.

Pubco Common Stock : shares of common stock of Pubco.

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Transaction : the purchase of the Priveco Shares by Pubco from the Selling Shareholders in consideration for the issuance of the Consideration Shares.

Unwinding : In the event that Pubco has not achieved the Post Closing Financing and a Valuation which meets the Valuation Threshold within eight (8) months of the Closing Date, then the Selling Shareholders may by notice (the “Unwind Notice”) to Pubco unwind the Transaction by delivering to Pubco all of the Consideration Shares plus any amount that Pubco has advanced or invested in Priveco, in dollars, as per the auditors of Pubco (the “Investment”). The Unwind Notice must be delivered within 10 days of the said eight month anniversary of the Closing Date and the Consideration Shares and the Investment must be delivered within 30 days of such anniversary, and Pubco will deliver to the Selling Shareholders all Priveco Shares.

Valuation : on the date immediately after the Post Closing Financing, Pubco will be valued for purposes of the Unwinding trigger.

ADDENDUM 1
TO
THE SHARE EXCHANGE AGREEMENT DATED 3 NOVEMBER 2014

THIS ADDENDUM is made effective as of the 2 March, 2015

AMONG:

ORGENESIS INC. a Nevada corporation with an office at 21 Sparrow Circle, White Plains NY 10605

( “ Pubco”)

AND:

MASTHERCELL SA, a company incorporated and existing under the laws of Belgium, having its registered office at 6041 Gosselies, rue Auguste Piccard 48, Belgium, registered with the Belgian RPM under number 0840.843.708 (“ MasTHerCell ”); and

CELL THERAPY HOLDING SA , a company incorporated and existing under the laws of Belgium, having its registered office at 6041 Gosselies, rue Auguste Piccard 48, Belgium, registered with the Belgian RPM under number 0840.625.061 (“ CTH ”)

( together called “ Priveco”)

AND:

THE UNDERSIGNED SHAREHOLDERS OF PRIVECO AS LISTED ON SCHEDULE 1 of the SEA

(together with the Bondholders in case of conversion, the “ Selling Shareholders”)

The Pubco, Priveco and the Selling Shareholders are hereinafter collectively referred to as the " Parties" or individually as a " Party" .

WHEREAS:

A.	Pubco and the Selling Shareholders have entered into a "Share Exchange Agreement" effective on 3 November 2014 (hereafter the " SEA ").

B.	By means of this addendum (the " Addendum ") the Parties wish to amend and/or clarify certain clauses of the SEA in accordance with section 12.3 of the SEA.

THEREFORE, the Parties covenant and agree as follows:

1.	DEFINITIONS AND INTERPRETATION

1.1	Except where expressly specified otherwise, capitalized terms shall have the meaning set forth in the SEA.

1.2	References to sections are references to sections of the SEA.

2.	AMENDMENTS AND ADDITIONS

2.1	Section 1.1 shall be supplemented with the following definitions:

	" (w) " *Belgian GAAP* " shall mean the accounting principles generally accepted in Belgium applied in a manner consistent with prior periods;

	(x) " *US GAAS* " shall mean generally accepted auditing standards used in the United States."

2.2	Section 3.13 shall be replaced by the following clause:

	" 3.13 Financial Representations . Two (2) days before Closing, each of MasTHerCell and CTH shall deliver true, correct, and complete copies of:

	(i)	the audited financial statements for each such company closed on 30 November 2013, prepared in accordance with Belgian GAAP and in euros, together with a draft of the same financial statements prepared in accordance with GAAP, and

	(ii)	unaudited but auditor reviewed financial statements (comprising, where necessary, explanatory footnotes) closed on 31 August 2014 (the “ *Priveco Accounting Date* ”), prepared in accordance with Belgian GAAP and in euros,

Together, in each case, with related balance sheets, statements of income, cash flows, and changes in shareholder’s equity for such period then ended (collectively, the “ Priveco Financial Statements ”).

The Priveco Financial Statements will be:

	(a)	in accordance with the books and records of Priveco;

	(b)	present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and

	(d)	the audit and the review will be prepared by independent certified public accountants who are one of KPMG, Deloittes, PWC or E&Y and which is registered with the United States Public Company Accounting Oversight Board.

Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco ."

2.3	Section 5.1 shall be amended as follows:

5.1 (i) Due Diligence Generally . Pubco and its solicitors will be reasonably satisfied with their due diligence investigation of Priveco that is reasonable and customary in a transaction of a similar nature to that contemplated by the Transaction, including:

	(i)	materials, documents and information in the possession and control of Priveco and the Selling Shareholders which are reasonably germane to the Transaction;

	(ii)	the Priveco Financial Statements ~~audited financial statements for Priveco for the fiscal year ended December 31, 2013 and auditor reviewed financial statements for the period ended on 31 August 2014, as described in section 7.4~~ ;

	(iii)	a physical inspection of the assets of Priveco by Pubco or its representatives; and title to the material assets of Priveco.

2.4	Section 7.4 shall be replaced by:

" 7.4 Delivery of Financial Statements . As per section 3.13 above, Priveco will have delivered to Pubco the Priveco Financial Statements prior to the Closing Date.

The parties acknowledge that within 70 days of Closing, Pubco is required to file with the SEC:

	(i)	for CTH: audited consolidated financial statements closed on 30 November 2014 (including statements closed on 30 November 2013 for comparison) prepared according to US GAAP and US GAAS, in euro and comprising a US Dollars translation;

	(ii)	for MasTHerCell: audited financial statements closed on 30 November 2014 (including statements closed on 30 November 2013 for comparison) prepared according to US GAAP and US GAAS, in euro and comprising a US Dollars translation;

	(iii)	a pro forma of Pubco financial statements as at a recent date,

	(iv)	together with substantial information on the operations, business, management, industry and risks of Priveco.

The Selling Shareholders will fully cooperate in this effort to ensure timely filing ."

2.5	A new section 12.17 is added to the SEA:

" 12.17 The Selling Shareholders hereby irrevocably appoint for the purpose of this Agreement Mr Hugues Bultot (the " Sellers' Representative ") as their representative (with promise of ratification) to negotiate, agree to and enter into any agreements, addenda and other documents which are necessary or useful to complete the Transactions contemplated herein, including (but not limited to) any amendment to the SEA which does not affect the Consideration, the Consideration Share Price nor the proportion of Consideration Shares to be transferred. The Sellers’ Representative shall not be liable, whether towards Pubco or the Selling Shareholders, for any act done or omitted hereunder as Sellers’ Representative while acting in good faith and in the exercise of reasonable judgment. This mandate will not be remunerated. "

2.6	Schedule 1 to the SEA will be deemed not to include Cell Therapy Holding SA for the purpose of defining the Selling Shareholders and the % of Consideration Shares to be issued to the Selling Shareholders (whether at Closing or after conversion of the Convertible Bonds). As a result, it is clarified (and if needed agreed) between the Parties that Cell Therapy Holding SA will remain as a shareholder of MasTHerCell SA after Closing and that the Consideration Shares to be issued to the Selling Shareholders need to be determined (whether at Closing or after conversion of the Convertible Bonds) in accordance with the % figures included in the first table under section A of Schedule 1 for the other MasTHerCell SA shareholders and in accordance with the % figures included in the second table under section A of Schedule 1 for the Cell Therapy Holding SA shareholders.

2.7	All other clauses of the SEA remain unchanged and shall apply to this Addendum.

IN WITNESS WHEREOF the Parties hereto have executed this Addendum as of the day and year first above written.

MASTHERCELL SA	THEODORUS SCA



/s/ Hugues Bultot	/s/ Hugues Bultot*
Name: Hugues Bultot	Name:
Title: CEO	Title:


CELL THERAPY HOLDING SA	THEODORUS II SA



/s/ Hugues Bultot	/s/ Hugues Bultot*
Name: Hugues Bultot	Name:
Title: CEO	Title:


4FORCELLS SPRL	GABRIEL INVESTMENTS SPRL



/s/ Hugues Bultot*	/s/ Hugues Bultot*
Name:	Name:
Title:	Title:


HUGUES BULTOT	AUXILIASTRA SPRL



/s/ Hugues Bultot	/s/ Hugues Bultot*
	Name:
	Title:

JOSÉ CASTILLO FERNANDEZ	GUILLAUME DE VIRON



/s/ Hugues Bultot*	/s/ Hugues Bultot*



JPP CONSULTING SPRL	ERIC MATHIEU



/s/ Hugues Bultot*	/s/ Hugues Bultot*
Name:
Title:



UNIVERSITE LIBRE DE BRUXELLES	ORGENESIS, INC



/s/ Hugues Bultot*	/s/ Vered Caplan __________
Name:	Authorized Signatory
Title:	Name: Vered Caplan
	Title: President

*Hugues Bultot
Acting as attorney under powers of attorney by the above mentioned signatories

ESCROW AGREEMENT

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

BETWEEN:

ORGENESIS INC. , a corporation formed under the laws of the State of Nevada, U.S.A.

(“ Orgenesis ”)

AND:

The undersigned shareholders of MastherCell SA and Cell Therapy Holding SA as listed on Schedule 1 attached hereto

collectively the “ Masthercell Principals ”)

AND:

The undersigned holders of Convertible Bonds issued by MastherCell SA as listed on Schedule 2 attached hereto

(the " Bondholders ")

The Masthercell Principals and the Bondholders are hereafter referred to collectively as the " Selling Shareholders ".

AND:

SECURITIES TRANSFER CORPORATION , a Texas Corporation and the transfer agent of Orgenesis

(the “ Escrow Agent ”)

WHEREAS:

A.	The parties hereto, among others, have entered into a Share Exchange Agreement (the “ SEA ”) dated the same date as this Agreement, regarding the sale of all outstanding equity of MasTHercell SA and Cell Therapy Holding SA, both Belgian companies.

B.	The Masthercell Principals will be upon Closing the legal, registered and beneficial owners of the shares in the capital of Orgenesis as indicated beside such person’s name in Schedule 1 (the “ Masthercell Principals’ Shares ”). Upon conversion, the Bondholders will be the legal, registered and beneficial owners of additional MastherCell Common Stock as indicated beside such person's name in Schedule 2.

C.	It is agreed that all capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the SEA.

D.	Pursuant to section 2.8 of the SEA, all the Consideration Shares (collectively, the “ Escrowed Shares ”) are to be deposited in escrow with the Escrow Agent and released according to the terms and conditions of this Escrow Agreement.

E.	The Escrowed Shares are to be released to the Selling Shareholders as to one twelfth of the Consideration Shares due to each Selling Shareholder per month, starting in the 13th month after the Closing Date, unless pursuant to the last sentence of section 2.8 different conditions for release become applicable (the “ Scheduled Release ”).

F.	The Escrowed Shares may be cancelled pursuant to the Unwinding provisions section 10.5 of the SEA.

G.	Pursuant to section 11.1(a) of the SEA, a portion of the Masthercell Principals’ Shares, may be transferred to the Bondholders in exchange for the Conversion Shares (the “ Bond Exchange ”) or a portion of the Masthercell Principals’ Shares may be cancelled pursuant to section 11.2 of the SEA in the event the Bond Exchange does not occur.

H.	The Escrow Agent is willing to act as escrow agent for the sole purpose of accepting, holding and releasing the Escrowed Shares in accordance with the terms and conditions of this Escrow Agreement.

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

1.1

Appointment of Escrow Agent

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.

1.2	Deposit and Receipt of Escrowed Shares

(a)	The Escrow Agent will confirm that it has possession of the Escrowed Shares upon their creation by the Escrow Agent at Closing, pursuant to a treasury direction from Orgenesis. The parties acknowledge and agree that the Escrowed Shares be dealt with only in accordance with the terms and conditions of this Escrow Agreement and the SEA.

(b)	The Escrow Agent confirms that it has no ownership interest in the Escrowed Shares, but is serving as escrow holder only, and will have possession of such shares only in accordance with the terms and conditions of this Escrow Agreement.

ARTICLE 2
RELEASE OF ESCROWED SHARES

2.1

Escrowed Shares Release

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.

2.2

Release in case of Uplisting

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:

(i)	the amount in Convertible Bonds that have been converted into Conversion Shares;

(ii)	the number of Escrowed Shares to be transferred to Bondholders by the Masthercell Principals attributed pursuant to the conversion, which Escrowed Shares will continue to remain in escrow subject to the Scheduled Release; and

(iii)	in case not all Convertible Bonds have been converted to Conversion Shares, the number of Consideration Shares corresponding to the subscription amount of the Convertible Bonds that have not been converted and to be cancelled pursuant to section 11.2 of the SEA,

(such notification being the " Allocation Notice ").

2.3

Release of the Escrowed Shares in case of Unwinding

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.

2.4

Release of the Escrowed Shares in the absence of Uplisting

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

3.1

Termination on Joint Direction

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 ").

3.2

Termination on Release of Escrowed Shares

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

4.1

Escrow Agent Not Required to Make 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

5.1

Duties of 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:

	(a)	not be responsible to inquire into the authenticity or genuineness of any signature or document presented to it pursuant to this Escrow Agreement and may rely conclusively upon and shall be protected in acting upon any advice, judicial order or decree, certificate, notice, request, consent, statement, instruction or other instrument believed by it in good faith to be genuine or to be signed or presented by the proper person hereunder, or duly authorized by such person or properly made;

	(b)	not be responsible for any of the agreements contained herein except the performance of its duties as expressly set out herein;

	(c)	be entitled to retain counsel and to act in reliance upon the advice of such counsel in all matters pertaining to this Escrow Agreement, and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice; and

	(d)	not be bound by any notice of, or demand with respect to, any waiver, modification, amendment, termination, cancellation or rescission of this Agreement, unless in writing and signed by Orgenesis and the Selling Shareholders' Representative and, if the duties of the Escrow Agent are affected thereby, unless it shall have given its prior written consent thereto.

5.2

Liability of the Escrow Agent

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.

5.3

Fees of Escrow Agent

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

5.4

Removal, Resignation and Replacement of Escrow Agent

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.

5.5

Payment of Escrowed Shares into Court

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.

5.6

Statements of Facts or Recitals

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.

5.7

Proceeds of Crime Legislation

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

6.1

Notice

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:

(a)

to Orgenesis:

	Orgenesis, Inc.
	21 Sparrow Circle
	White Plains NY 10605

	Attention: Vered Caplan, President and CEO
	email: vered.c@orgenesis.com

	with copies that do not constitute notice to:

	nreithinger@eventusag.com
	bip@cwilson.com

(b)

to the Selling Shareholders, at:

	Attention:	Hugues Bultot
	Email:	Hugues.bultot@masthercell.com

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: paul.hermant@twobirds.com

(c)

to the Escrow Agent, at:

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

	Attention:	Marilyn Fox
	Telephone:	(469) 633-0101
	Facsimile:	(469) 633-0088
	Email:	fox@stctransfer.com

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.

6.2

Entire Agreement

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

6.3

Severability

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.

6.4

Applicable 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.

6.5

Further Assurances

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.

6.6

No Waiver

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.

6.7

Amendments

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.

6.8

No Conflict of Interest

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.

6.9

Successors

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.

6.10

Counterparts

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.

ORGENESIS INC.


Per:	/s/ Vered Caplan
	Authorized Signatory




SECURITIES TRANSFER CORPORATION


Per:	/s/ Signed
	Authorized Signatory

SCHEDULE 1

MASTHERCELL PRINCIPALS

	Signature
Hugues BULTOT	/s/ Hugues Bultot
Avenue Victor Jacobs, 78,
1040 Brussels
Belgium

José CASTILLO FERNANDEZ ,	/s/ José Castillo Fernandez
Rue de la Buanderie, 188/0007 boîte 3.1
1080 Brussels
Belgium

JPP CONSULTING SPRL	/s/ Signed
Chemin du Gros Tienne, 61,
1380 Lasne Belgium
Register of legal entities (district of Nivelles) number
0829.890.923

Eric MATHIEU	/s/ Eric Mathieu
Rue d'En haut 46
5530 Dorinne
Belgium

Guillaume DE VIRON	/s/ Guillaume de Viron
Chemin du Bois de Villers 8b
1325 Corroy-le-Grand
Belgium

GABRIEL INVESTMENTS SPRL	/s/ Signed
Rue des Combattants 127
1310 La Hulpe Belgium
Register of legal entities (district of Nivelles) number
0833.996.694

AUXILIASTRA SPRL
Avenue Professeur Henrijean, 4	/s/ Signed
4900 Spa Belgium
Register of legal entities (district of Verviers) number
0829.890.923

THEODORUS SCA
Avenue Joseph Wybran 40	/s/ Signed
1070 Anderlecht Belgium
Register of legal entities (district of Brussels) number
0859.775.138

THEODORUS II SA
Avenue Joseph Wybran 40	/s/ Signed
1070 Anderlecht
Belgium

Register of legal entities (district of Brussels) number
0879.436.147

CELL THERAPY HOLDING SA
Rue Auguste Piccard 48	/s/ Signed
6041 Gosselies Belgium
Register of legal entities (district of Charleroi) number
0840.625.014

UNIVERSITE LIBRE DE BRUXELLES
Avenue Franklin D. Roosevelt, 50	/s/ Signed
1050 Brussels
Belgium


4FORCELLS SPRL	/s/ Signed
Rue Adrienne Bolland, 8,
6041 Gosselies,
Belgium

Register of legal entities (district of Charleroi) number
0838.206.142

SCHEDULE 2
BONDHOLDERS

	Signature
Olivier DAVIGNON	/s/ Olivier Davignon
Avenue du Vivier d’Oie, 59
1180 Brussels
Belgium

INVEST4MTCORG	/s/ Signed
Unlimited partnership
( société civile de droit commun de droit belge )
Avenue des Cormorans 15
1150 Brussels
Belgium

Claude JOTTRAND	/s/ Claude Jottrand
Square Larousse 16
1190 Brussels
Belgium

HOLOGRAMME SA	/s/ Signed
Chemin de la tour de Champel, 6
1206 Geneva
Switzerland
Registered with the register of commerce of the canton of
Geneva under number CH-660.3.083.013-9

LIFE SCIENCES RESEARCH PARTNERS VZW	/s/ Signed
Herestraat 49 bte 913
3000 Leuven
Belgium
Register of legal entities (district of Leuven) number
0435.768.243

Alexandre SCHMITZ	/s/ Alexandre Schmitz
34 Nassim Road
258419 Singapore

THEODORUS SCA	/s/ Signed
Avenue Joseph Wybran 40
1070 Anderlecht
Belgium
Register of legal entities (district of Brussels) number
0859.775.138

THEODORUS III SA	/s/ Signed
Avenue Joseph Wybran 40
1070 Anderlecht
Belgium
Register of legal entities (district of Brussels) number
0535.803.353