Article 1 of the Articles of Incorporation of Business Outsourcing Services, Inc., a surviving corporation, is hereby amended to change the name of Business Outsourcing Services, Inc. to Orgenesis Inc.

6) Location of Plan of Merger (check a or b):

[ ] (a) The entire plan of merger is attached;

or,

[X] (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

7) Effective date (optional)": August 31, 2011

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A. 180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).

This form must be accompanied by appropriate fees.

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

ABOVE SPACE IS FOR OFFICE USE ONLY

ARTICLES OF MERGER

(PURSUANT TO NRS 92A.200)

8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)* (if there are more than four merging entities, check box [ ] and attach an "8 1/2 x
11 " blank sheet containing the required information for each additional entity.):

Business Outsourcing Services, Inc. Name of merging entity

/s/ Guilbert Cuison               President            August 10, 2011
Signature                          Title                    Date

Orgenesis Inc.
Name of merging entity

/s/ Guilbert Cuison               President            August 10, 2011
Signature                          Title                    Date

Name of merging entity

Signature                          Title                    Date

Name of merging entity

Signature                          Title                    Date

and, Business Outsourcing Services, Inc. Name of surviving entity

          /s/ Guilbert Cuison               President
          Signature                          Title                    Date

*    The articles of merger must be signed by each foreign constituent entity in
     the manner provided by the law governing it (NRS 92A.230). Additional
     signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT dated as of August 10, 2011.

BETWEEN:

BUSINESS OUTSOURCING SERVICES INC., a Nevada corporation, having its registered office at 311 S Division Street, Carson City, Nevada USA 89703

("BOS")

AND:

ORGENESIS INC., a Nevada corporation, having its registered office at 1000 East William Street, Suite 204, Carson City, Nevada 89701 -

("ORGENESIS")

WHEREAS:

A. Orgenesis is the wholly-owned subsidiary of BOS;

B. The boards of directors of Orgenesis and BOS deem it advisable and in the best interests of their respective companies and shareholders that Orgenesis be merged with and into BOS, with BOS remaining as the surviving corporation under the name "Orgenesis Inc.";

C. The board of directors of Orgenesis has adopted and approved the plan of merger embodied in this Agreement; and

D. The board of directors of BOS has adopted and approved the plan of merger embodied in this Agreement.

THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:

1. THE MERGER

1.1 THE MERGER

Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Orgenesis shall be merged with and into BOS in accordance with the applicable laws of the State of Nevada (the "Merger")- The

separate existence of Orgenesis shall cease, and BOS shall be the surviving corporation under the name "Orgenesis Inc." (the "Surviving Corporation") and shall be governed by the laws of the State of Nevada.

1.2 Effective Date

The Merger shall become effective on the date and at the time (the "Effective Date") that:

(a) the Articles of Merger, in substantially the form annexed hereto as Appendix A, that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and

(b) after satisfaction of the requirements of the laws of the State of Nevada.

On the Effective Date, the Articles of Incorporation of BOS, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article 1 of the Articles of Incorporation of BOS, as the Surviving Corporation, shall be amended to state that the name of the corporation is "Orgenesis Inc.".

1.3 Bylaws

On the Effective Date, the Bylaws of BOS, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.

1.4 Directors and Officers

The directors and officers of BOS immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.

2. CONVERSION OF SHARES

2.1 Common Stock of BOS

Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock of BOS, par value of S0.001 per share, issued and outstanding immediately prior to the Effective Date shall be changed and converted into one fully paid and non-assessable share of the common stock of the Surviving Corporation, par value of $0,001 per share (the "Survivor Stock").

2.2 Common Stock of Orgenesis

Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Orgenesis, par value of $0,001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.

2.3 Exchange of Certificates

Each person who becomes entitled to receive any Survivor Stock by virtue of the Merger shall be entitled to receive from the Surviving Corporation a certificate or certificates representing the number of Survivor Stock to which such person is entitled as provided herein.

3. EFFECT OF THE. MERRGER

3.1 Rights, Privileges, etc.

On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Orgenesis and BOS; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Orgenesis and BOS on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Orgenesis or BOS, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Orgenesis and BOS shall be preserved unimpaired, and all liens upon the property of Orgenesis or BOS shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.

3.2 FURTHER ASSURANCES

From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Orgenesis such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Orgenesis and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Orgenesis or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

4. GENERAL

4.1 Abandonment

Notwithstanding any approval of the Merger or this Agreement by the shareholders of Orgenesis or BOS or both, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of Orgenesis and BOS.

4.2 Amendment

At any time prim- to the Effective Date, this Agreement may be amended at modified in. writing by the board of directors of both Orgenesis and BOS.

4.3 Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.

4.4 Counterparts

In order to facilitate the filing and recording of this Agreement, the same may bo executed in any number of counterparts, each of which shall be deemed to be an original.

4.5 Electronic Means

Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of-producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof;

IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date set forth above.

BUSINESS OUTSOURCING SERVICES INC

Per: /s/ Guilbert Cuison
    ---------------------------------
        Authorized Signatory

ORGENESIS INC.

Per: /s/ Guilbert Cuison
    ---------------------------------
        Authorized Signatory

APPENDIX A
TO THE AGREEMENT AND PLAN OF MERGER BETWEEN BOS AND ORGENESIS