Exhibit
4.2


SECRETARY
OF STATE


 


[SEAL]


 


STATE
OF NEVADA


 


CORPORATE
CHARTER


 


1,
ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that BUSINESS OUTSOURCING SERVICES INC.,
did on June 5, 2008, file in this office the original Articles of Incorporation; that said Articles of Incorporation are now on
file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all
the provisions required by the law of said State of Nevada.


 


	[SEAL]	IN
    WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on June 12, 2008.
	 	 
	 	/s/
    Ross Miller
	 	ROSS
    MILLER 
	 	Secretary of State
	 	 
	 	By	/s/
    Sandra A. Kraatz 
	 	Certification
    Clerk
	 	 


 




    	 



    	 



    




	ROSS
    MILLER	 
	Secretary
    of State	Document
    Number
	254
    North Carson Street, Suite 1	20110617348-13
	Carson
    City, Nevada 89701-4299 	Filing
    Date and Time
	(776)
    684 5708 	08/23/2011
    4:24 PM
	Website:
    www.nvsos.gov 	Entity#
	 	E0375472008-9
	 	 
	 	Filed
    in the office of
	 	/s/
    Ross Miller
	CERTIFICATE
    OF CHANGE PURSUANT	Ross
    Miller
	TO
    NRS 78.209	Secretary
    of State
	 	State
    of Nevada


 


 


ABOVE
SPACE IS FOR OFFICE USE ONLY         


 


CERTIFICATE
OF CHANGE FILED PURSUANT TO NRS 78.209

FOR NEVADA PROFIT CORPORATIONS


 


	1.	Name
    of corporation:
	 	 
	 	Business
    Outsourcing Services, Inc.
	 	 
	2.	The
    board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.
	 	 
	3.	The
    current number of authorized shares at the par value, if any, of each class or series, if any, of shares before the change:
	 	 
	 	50,000,000
    shares of common stock with a par value of $0.001
	 	 
	4.	The
    number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:
	 	 
	 	1,750,000,000
    shares of common stock with a par value of $0.001
	 	 
	5.	The
    number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share
    of the same class or series:
	 	 
	 	The
    Corporation shall issue 35 new shares of common stock for every one share of common stock issued and outstanding immediately
    prior to the effective date of the reverse stock split.
	 	 
	6.
    	The
    provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders
    otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:
	 	 
	 	No
    fractional shares shall be issued. Fractional shares will be rounded up or down to the next highest number.
	 	 
	7.
    	Effective
    date of filing (optional): August 31, 2011 (must not be later than 90 days after the certificate is filed)
	 	 
	8.
    	Signature:
    (required)


 


	 	X
    /s/ Guilbert Cuison	 	President
	 	Signature
    of Officer 	 	Title


 


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


 




    	 



    	 



    

 


	ROSS
    MILLER	Document
    Number
	Secretary
    of State	20110617346-91
	206
    North Carson Street	Filing
    Date and Time
	Carson
    City, Nevada 89701-4299	08/23/2011
    4:24 PM
	(775)
    684 5708	Entity
    Number
	Website:
    www.nvsos.gov	E0375472008-9


 


	 	 	Filed
    in the office of
	 	 	 
	 	 	/s/
    Ross Miller
	 	 	ROSS
    MILLER
	 	 	Secretary
    of State
	ARTICLES
    OF MERGER	 	State
    of Nevada
	(PURSUANT
    TO NRS 92A.200)	 	 
	PAGE
    1	 	 


 


 


ABOVE
SPACE IS FOR OFFICE USE ONLY         


 


(Pursuant
to Nevada Revised Statutes Chapter 92A)


(excluding
92A.200(4b))


 


	1)	Name
    and jurisdiction of organization of each constituent entity (NRS 92A.200). 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	 
	 	 
	Nevada	Corporation
	Jurisdiction	Entity
    type *
	 	 
	Orgenesis
    Inc.	 
	Name
    of merging entity	 
	 	 
	Nevada	Corporation
	Jurisdiction	Entity
    type *
	 	 
	Name
    of merging entity	 
	 	 
	Jurisdiction	Entity
    type *
	 	 
	Name
    of merging entity	 
	 	 
	Jurisdiction	Entity
    type *
	 	 
	and,	 
	 	 
	Business
    Outsourcing Services, Inc.	 
	Name
    of surviving entity	 
	 	 
	Nevada	Corporation
	Jurisdiction	Entity
    type *


 


	*	Corporation,
    non-profit corporation, limited partnership, limited-liability company or business trust.


 


Filing
Fee: $350.00


 


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)	 	 
	PAGE
2	 	 



 


	2)	Forwarding
    address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the
    merger – NRS 92A.1 90):


 


Attn:


 


c/o:


 


	3)	(Choose
    one)


 


	 	[  ] The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).
	 	 
	 	[X]
    The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)


 


	4)	Owner’s
    approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (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):


 


	 	(a)	Owner’s
    approval was not required from


 


Business
Outsourcing Services, Inc.


Name
of merging entity, if applicable


 


Orgenesis
Inc.


Name
of merging entity, if applicable


 


 


Name
of merging entity, if applicable


 


 


Name
of merging entity, if applicable


 


and,
or;


 


Business
Outsourcing Services, Inc.


Name
of surviving entity, if applicable


 


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)	 	 
	PAGE
3	 	 



 


	 	(b)	The
    plan was approved by the required consent of the owners of *:


 


Name
of merging entity, if applicable


 


Name
of merging entity, if applicable


 


Name
of merging entity, if applicable


 


Name
of merging entity, if applicable


 


and,
or;


 


Name
of surviving entity, if applicable


 


	*	Unless
    otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all
    the trustees and beneficial owners of each business trust that is a constituent entity in the merger.


 


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)	 	 
	PAGE
4	 	 



 


	(c)	Approval
    of plan of merger for Nevada non-profit corporation (NRS 92A.160):


 


The
plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval
of the plan of merger is required by the articles of incorporation of the domestic corporation.


 


Name
of merging entity, if applicable


 


Name
of merging entity, if applicable


 


Name
of merging entity, if applicable


 


Name
of merging entity, if applicable


 


and,
or;


 


Name
of surviving entity, if applicable


 


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)	 	 
	PAGE
5	 	 



 


	5)	Amendments,
    if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:


 


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)	 	 
	PAGE
6	 	 



 


	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


 




    	 



     


    







	ROSS
    MILLER	 
	Secretary
    of State	Document
    Number
	206
    North Carson Street	20110668715-37
	Carson
    City, Nevada 89701-4298	Filing
    Date and Time
	(775)
    684-5708	09/14/2011
    3:46 PM
	Website:
    www.nvsos.gov	Entity
    Number
	 	E0375472008-9
	 	 
	 	Filed
    in the office of
	ARTICLES
    OF INCORPORATION	/s/
    Ross Miller
	(PURSUANT
    TO NRS 78.385 AND 78.390)	Ross
    Miller
	 	Secretary
    of State
	 	State
    of Nevada


 


ABOVE
SPACE IS FOR OFFICE USE ONLY


 


Certificate
of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of
Stock)


 


1.
Name of Corporation:


 


Business
Outsourcing Services Inc.


 


2.
The articles have been amended as follows (provide article numbers, if available):


 


	1.	The
    name of the Corporation has been changed to Orgenesis Inc.
	 	 
	4.	Names
    and Addresses of the Board of Directors/Trustees- see attached schedule for list of directors and additional provisions.
	 	 
	5.	Purpose-
    see attached schedule
	 	 
	ADDITIONAL
    PROVISIONS- See attached schedule



 


3.
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may
be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 69.6%


 


4.
Effective date of filing (optional):


 


	5.
    Officer Signature (Required)	/s/
    Guilbert Cuison 	 


 


*
If any proposed amendment would alter or change any preferences or any relative or other right given to any class or series of
outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required of
the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless
of limitations or restrictions on the voting power thereof.


 


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.


 




    	 



    	 



    

 


SCHEDULE
A

TO

ARTICLES OF INCORPORATION

OF

ORGENESIS INC.

(FORMERLY BUSINESS OUTSOURCING SERVICES INC.)


 


SECTION
4 BOARD OF DIRECTORS


 


4.1
Names and Addresses of the Board of Directors/Trustees are:


 


	(1)	Guilbert
                                         Cuison of Block 616 Bedrock Reservoir Road, Singapore, 470616 and



 


	(2)	Jerome
                                         Golez of Block 117 Bishan St., Singapore, 570117



 


4.2
Number of Directors.


 


The
number of the directors constituting the entire Board will be not less than one nor more than 15 as fixed from time to time by
vote of the majority of the entire Board, provided, however, that the number of directors will not be reduced so as to shorten
the term of any director at the time in office.


 


4.3
Vacancies.


 


Any
vacancies in the Board of Directors for any reason, and any directorships resulting from any increase in the number of directors,
may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and
any directors so chosen will hold office during the remainder of the term of office of the resigning director.


 


SECTION
5 PURPOSE


 


The
nature of the business of the Corporation and the objects or the purposes to be transacted, promoted, or carried on by it are
to engage in any lawful activity.


 


ADDITIONAL
PROVISIONS


 


SECTION
8 ACQUISITION OF CONTROLLING INTEREST


 


The
Corporation elects not to be governed by NRS 78.378 to 78.3793, inclusive.


 


SECTION
9 COMBINATIONS WITH INTEREST STOCKHOLDERS


 


The
Corporation elects not to be governed by NRS 78.411 to 78.444, inclusive.


 




    	 



    	 



    

 


SECTION
10 LIABILITY


 


To
the fullest extent permitted by NRS 78, a director or officer of the Corporation will not be personally liable to the Corporation
or its stockholders for damages for breach of fiduciary duty as a director or officer, provided that this article will not eliminate
or limit the liability of a director or officer for:


 


	(a)	acts
                                         or omissions which involve intentional misconduct, fraud or a knowing violation of law;
                                         or



 


	(b)	the
                                         payment of distributions in violation of NRS 78.300, as amended.



 


Any
amendment or repeal of this Section 10 will not adversely affect any right or protection of a director of the Corporation existing
immediately prior to such amendment or repeal.


 


SECTION
11 INDEMNIFICATION


 


11.1
Right to Indemnification.


 


The
Corporation will indemnify to the fullest extent permitted by law any person (the "Indemnitee") made or threatened to
be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative
(whether or not by or in the right of the Corporation) by reason of the fact that he or she is or was a director of the Corporation
or is or was serving as a director, officer, employee or agent of another entity at the request of the Corporation or any predecessor
of the Corporation against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses
(including attorneys' fees and disbursements) that he or she incurs in connection with such action or proceeding.


 


11.2
Inurement


 


The
right to indemnification will inure whether or not the claim asserted is based on matters that predate the adoption of this Section
11, will continue as to an Indemnitee who has ceased to hold the position by virtue of which he or she was entitled to indemnification,
and will inure to the benefit of his or her heirs and personal representatives.


 


11.3
Non-exclusivity of Rights


 


The
right to indemnification and to the advancement of expenses conferred by this Section 11 are not exclusive of any other rights
that an Indemnitee may have or acquire under any statute, bylaw, agreement, vote of stockholders or disinterested directors, these
Articles of Incorporation or otherwise.


 




    	 



    	 



    

 


11.4
Other Sources


 


The
Corporation's obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at its request as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or other entity will
be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from such other entity.


 


11.5
Advancement of Expenses


 


The
Corporation will, from time to time, reimburse or advance to any Indemnitee the funds necessary for payment of expenses, including
attorneys' fees and disbursements, incurred in connection with defending any proceeding for which he or she is indemnified by
the Corporation, in advance of the final disposition of such proceeding; provided that the Corporation has received the undertaking
of such director or officer to repay any such amount so advanced if it is ultimately determined by a final and unappealable judicial
decision that the director or officer is not entitled to be indemnified for such expenses.


 


SECTION
12 BYLAWS


 


The
Board of Directors is expressly authorized to make, alter and repeal the Bylaws of the corporation, subject to the power of the
shareholders of the corporation to change or repeal the Bylaws.


 




    	 



    	 



    

 





	ROSS
    MILLER	 	Document
    Number
	Secretary
    of State	 	20120136736-31
	206
    North Carson Street, Ste 1	 	Filing
    Date and Time
	Carson
    City, Nevada 89701-4299	 	02/27/2012
    6:28 AM
	(775)
    684 5708	 	Entity#
	Website:
    www.nvsos.gov	 	E0375472008-9
	 	 	 
	 	 	Filed
    in the office of
	 	 	/s/
    Ross Miller
	CERTIFICATE
    OF CORRECTION	 	Ross
    Miller
	PURSUANT
    TO NRS CHAPTERS 78,

    78A, 80, 81, 82, 84, 86, 87, 87A, 88,

    88A, 89 AND 92A	 	Secretary
    of State State of Nevada


 


ABOVE
SPACE IS FOR OFFICE USE ONLY


 


Certificate
of Correction


(Pursuant
to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 AND 92A)


 


1.
The name of the entity for which correction is being made:


 


Orgenesis
Inc. (formerly Business Outsourcing Services Inc.)


 


2.
Description of the original document for which correction is being made:


 


Certificate
of Change Pursuant to NRS 78.209


 


3.
Filing date of the original document for which correction is being made:


 


August
23, 2011


 


4.
Description of the inaccuracy or defect:


 


The
par value of the shares in item 4 is stated incorrectly as $0.001


 


5.
Correction of the inaccuracy or defect:


 


Item
4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change should
state:


 


1,750,000,000
shares of common stock with a par value of $0.0001.


 


6.
Signature:


 


	/s/
    	 	 	 	 
	Authorized
    Signature 	 	Title
    	 	Date


 


"If
entity is a corporation, it must be signed by an officer if stock has been issued, OR an incorporator or director if stock has
not been issued; a limited -liability company, by a manager or managing members; a limited partnership or limited-liability limited
partnership, by a general partner; a limited-liability partnership, by a managing partner; a business trust, by a trustee.


 


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