Orgenesis Inc.: Exhibit 10.1 - Filed by newsfilecorp.com





Exhibit 10.1 

ADDENDUM 2 
TO 
THE SHARE EXCHANGE
AGREEMENT DATED 3 NOVEMBER 2014 

THIS ADDENDUM is made effective as of the 12 November 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”)

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, as subsequently
      amended on 2 March 2015 (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.



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Exhibit 99.1 

	2. 	
      AMENDMENTS

	 	 
	2.1 	
      Sections 10.3, 10.4 and 10.5 are hereby deleted and shall
      be replaced in their entirety by the following:



"10.3. On or before November 30, 2015,
Pubco shall have received proceeds from equity or equity linked investments
and/or have credit facilities available affording Pubco aggregate working
capital in an aggregate amount of $10,000,000 (the “Post Closing
Financing”).

10.4 On or before November 30, 2015,
Pubco shall remit to Priveco from the proceeds of the Post Closing Financing, by
way of an equity investment, EUR 3.8 million, fully paid up (the “Initial
Equity Investment”). On or before December 31, 2015, Pubco will complete a
subsequent equity investment in Priveco in the amount of EUR 1.2 million.

10.5 In the event that Pubco has not
achieved the Post Closing Financing and completed the Initial Equity Investment
(as defined above) on or before November 30, 2015, then the Selling Shareholders
may, by written 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
on or before December 10, 2015 and the Consideration Shares and the Investment
must be delivered to Pubco on or before December 31, 2015, and Pubco will
deliver to the Selling Shareholders all Priveco Shares (the
“Unwinding”).

	2.2 	
      A new Section 7.6 is hereby added to read as set forth
      below:



“7.6 Post Closing Covenants 

	 	(a) 	
      Each of Priveco and the Selling Shareholders,
      individually and collectively, shall not, directly or indirectly, take any
      action to initiate, assist or otherwise further the initiation or
      prosecution of any liquidation or bankruptcy related proceeding involving
      Priveco. Each of Priveco and the Selling Shareholders, individually and
      collectively, shall take all lawful measures reasonably requested by Pubco
      at Pubco’s sole expense, until December 31, 2015, to oppose the initiation
      or prosecution of any liquidation or bankruptcy proceeding involving
      Priveco.

	 	 	 
	 	(b) 	
      Pubco shall not challenge in any way, including by
      seeking enforced performance or claiming damages, a decision by any of the
      Selling Shareholders to proceed to the Unwinding pursuant to Section 10.5
      below if this is done in accordance with Section 10.5
  below.




	2.3 	
      All other clauses of the SEA remain unchanged and shall
      apply to this Addendum.



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Exhibit 99.1 

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: 


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Exhibit 99.1 

	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 Section 12.17 (as
amended) of the SEA for the above mentioned signatories

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