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






RELEASE AGREEMENT 

     THIS AGREEMENT is dated
and effective as of the 18th day of November 2016 by and between
Orgenesis Maryland Inc. (the “Company”) and Scott Carmer (the
“Employee”). 

WITNESSETH 

     WHEREAS, Employee
currently serves as the Company's Chief Executive Officer under that certain
Employment Agreement dated as of July 23, 2014 (the "Employment Agreement"); and


     WHEREAS, Employee desires
to resign from his employment under the Employment Agreement, and the Company is
agreeable to such resignation, in accordance with the terms and conditions set
forth herein. 

     NOW, THEREFORE, in
consideration of the mutual promises and covenants contained in this agreement
the Parties hereby agree as follows: 

1. Termination of Employment Agreement. Upon execution
hereof by both Parties, the Employment Agreement shall automatically and without
any further action on the part of the Parties be terminated, except to the
extent otherwise provided herein. By his execution of this Agreement, and
without any further action, Employee hereby resigns, effective immediately, from
any positions he holds with the Company including as an officer and executive.


2. Representations and Undertakings by Employee 

     In consideration of the releases
by the Company contained herein, Employee hereby agrees, represents and
covenants as follows: 

     a) Employee acknowledges and
agrees that Part 3 (Confidential Information and Intellectual Property) and Part
4 (Non-Competition and Non-Solicitation) of the Employment Agreement shall
continue in full force and effect in accordance with their terms. Nothing
contained in this Agreement shall be construed or interpreted as a waiver by the
Company of any right or remedy available under Parts 3 and 4 of the Employment
Agreement in the event of a breach occurring after the date of this
Agreement. 

     b) Employee shall forthwith
return to the Company all Company non-public information in his possession,
control or under his influence. 

     c) Employee acknowledges and
agrees that the undertakings and release by Company contained in this Agreement
are intended to be made in lieu of any amounts, now or in the future, payable by
Company to Employee under the terms of the Employment Agreement and in full
satisfaction of all claims by Employee to any payments and accrued salary owing
from the Company (and its affiliates, officers, directors, shareholders,
employees, agents, attorneys, insurers, successors and assigns) in connection
with any services provided by Employee including under the Employment
Agreementor to any other rights or privilege. 

     d) The Employee shall be
reasonably available for telephone consultations through the end of December
2016 if so determined by the Company to assist the Company with an orderly
transition of his duties under the Employment . 

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2. Representations and Undertakings by the Company 

In consideration of the undertakings by the Employee contained
herein, Company hereby agrees, represents and covenants that Employee shall be
entitled to exercise stock options to purchase a total of 1,641,300 shares of
common stock of Orgenesis Inc. (the “Parent”), the parent company of the
Company, previously granted to Employee on or about April 27, 2016 through their
specified exercise termination date. To the extent any part of such award has
not vested as of the date hereof, then such award shall be deemed fully vested.


3. Releases 

     3.1 In consideration of the
agreements of Company under this Agreement, and the release contained in Section
3.2 below, Employee (and each of his respective, attorneys, agents, heirs,
successors, executors, personal representatives and assigns) does hereby
absolutely and unconditionally waive, release and forever discharge Company (and
its affiliates, officers, directors, shareholders, employees, agents, attorneys,
insurers, successors and assigns) from any claims, demands, obligations,
liabilities, rights, causes of action and damages, whether liquidated or
unliquidated, absolute or contingent, known or unknown, arising prior to or
concurrent with the date hereof, including, without limitation, any claim under
the Employment Agreement (including for accrued and unpaid salary through to
this date), any claims under any labor laws and regulations including claims for
wrongful termination, claims with respect to the stock options or claims with
respect to any other payment required under law. The foregoing release shall not
be construed as a waiver by Employee of the compliance by the Company with its
undertakings contained in this Agreement or of the Parent with respect to the
option referred to in Section 2.

     3.2 In consideration of the
undertakings of Employee hereunder and the release in Section 3.1 above and the
hereof the Company (and its officers, directors, shareholders, employees,
attorneys, agents, successors, and assigns) does hereby absolutely and
unconditionally waive, release and forever discharge Employee and his
respective, agents, attorneys, insurers, successors, executors and assigns, from
any claims, demands, obligations, liabilities, rights, causes of action and
damages, whether liquidated or unliquidated, absolute or contingent, known or
unknown, arising prior to or concurrent with the date hereof. The foregoing
release shall not be construed as a waiver by the Company of the compliance by
Employee of his undertakings contained in this Agreement.

4. Successors and Assigns. Except as otherwise provided
in this Agreement, all the terms and provisions of this Agreement shall be upon,
and shall inure to the benefit of, the Parties hereto and their respective
heirs, personal representatives, successors and assigns. 

5. Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. 

6. Governing Law; Jurisdiction and Forum. This
Agreement, its interpretation, validity, construction, enforcement and effect
shall be governed by and construed under the laws of the State of Maryland
without reference or effect to the principles of conflict of laws. Each of the
Parties consents to the jurisdiction of the appropriate state or federal court
in the State of Maryland in connection with any dispute arising under this
Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non conveniens, to the
bringing of any such proceeding in such jurisdictions. 

7. Non-Disparagement. 

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     Neither of the Parties (and their
respective heirs, personal representatives, successors, affiliates, subsidiaries
or officers), shall disparage the other Party hereto or their businesses.

8. Further Assurances. 

     Each of the parties agree to
execute all such documents and do all acts and things reasonably required to
effectively carry out the provisions of this Agreement. 

     IN WITNESS WHEREOF, each
of the parties has set forth its/ his signature as of the date first written
above. 

	 Orgenesis Maryland Inc. 	 	 
	 	 	 
	/s/ Vered Caplan	 	/s/
      Scott Carmer
	Vered Caplan 	 	Scott Carmer 
	Chairperson 	 	  


AGREED AND ACCEPTED as to the terms of Section 2 hereof
As of November 18, 2016 

Orgenesis Inc. 

	By: 	/s/
      Vered Caplan	 
	  	  	 
	Name: 	Vered Caplan 	 
	Title: 	Chief Executive Officer 	 


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