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





PERSONAL EMPLOYMENT AGREEMENT 

THIS AGREEMENT (“Agreement”) is made and entered
into this 22 day of August 2014 ("Effective Date"), by and between
Orgenesis Ltd., an Israeli corporation (Company No. 51-467893-7)
(“Company”), and Vered Caplan (I.D. No. 023830060)
(“Employee”). Orgenesis Inc. (“Parent”), a Nevada
Corporation, joins in this Agreement for the limited purposes expressed below.


WHEREAS, Parent owns all of the issued and outstanding
share capital of the Company;

WHEREAS, the Company has arranged for the
  provision of certain CEO services to Parent on the terms and subject to the
  conditions set out in this Agreement; and 

WHEREAS, Employee serves as a
  member of the board of directors of the Company and as a member of the board of
  directors of Parent; and 

WHEREAS, Employee has been engaged by the
  Company as its VP Business Development commencing as of April 1, 2012 and until
  the date hereof on a part time basis pursuant to the Personal and Special
  Employment Agreement by and between the Employee and the Company dated as of
  April 1, 2012 (the “Previous Agreement”); and 

WHEREAS, this
  Agreement hereby terminates and replaces the Previous Agreement; and 

WHEREAS, from the date hereof the Employee shall be engaged by the
  Company to provide CEO services to Parent on the terms and subject to the
  conditions established in this Agreement. 

NOW, THEREFORE, in consideration of the mutual premises,
covenants and undertakings contained herein, the parties hereto have hereby
agreed as follows: 

1.        
 Termination of the Previous Agreement. 

The parties hereby agree to terminate the Previous Agreement,
effective as of the Start Date (as defined below). 

2.          Employment,
Position And Duties. 

	 	2.1 	
      Position. Effective as of December 23, 2013 (the
      “Start Date”), the Employee will serve as the President and Chief
      Executive Officer (“CEO”) of Parent and in such other related
      capacity as the Company may from time to time reasonably require. The
      Employee will also continue to serve as a member of the Company’s board of
      directors, and as a member of the board of directors of Parent.

	 	 	 
	 	2.2 	
      Duties. The Employee will perform such duties as
      are regularly and customarily performed by the CEO and President of a
      company, including but not limited to, being accountable and responsible
      for overall direction, strategy, research, development and operations of
      Parent, including fundraising and regulatory
compliance.







-2- 

	 	2.3 	
      Location. The Employee will work out of her home
      office in Israel or out of the offices of the Company in Israel, at her
      discretion. The Employee acknowledges that she may be required to travel
      in the framework of her duties as CEO and President of Parent.

	 	 	 
	 	2.4 	
      Reporting. The Employee will report to and take
      directions from the Board of Directors of the Parent (the “Parent
      Board”) in all matters relating to the Parent and its business. In all
      other matters, the Employee shall take directions from the Board of
      Directors of the Company (the “Company Board”).

	 	 	 
	 	2.5 	
      Time and Efforts. During the Employee’s employment
      with the Company, in order to effectively provide CEO services to Parent,
      the Employee will:




	 	2.5.1 	
      diligently, honestly and faithfully serve the Company and
      Parent and use her best efforts to promote and advance the interests of
      the Company and Parent;

	 	 	 
	 	2.5.2 	
      devote significant time and effort and attention to the
      business and affairs of Parent, its affiliates and subsidiaries;

	 	 	 
	 	2.5.3 	
      perform her duties in accordance with applicable laws and
      in accordance with the policies and procedures of both the Company and the
      Parent, as the same may be established and revised by the Company and
      Parent from time to time;




	 	2.6 	
      Fiduciary Obligations. The Employee acknowledges
      that by serving as President and CEO of the Parent on behalf of the
      Company, she is an officer and fiduciary of Parent and the Company and
      occupies a position of trust and confidence and that she will develop and
      acquire wide experience and knowledge on all aspects of the Parent’s
      business. The Employee agrees to serve the Company and Parent in a manner
      which is consistent with the fiduciary duties owed to the Company and
      Parent. Without limiting the generality of the foregoing, the Employee
      will observe the highest standards of loyalty, good faith, and avoidance
      of conflicts of duty and self-interest, and will not assume any fiduciary
      obligations to any other entity without the approval of the Company and
      Parent. Notwithstanding the foregoing and provided that the same shall not
      otherwise constitute a breach of Employee’s obligations or covenants
      hereunder or impair or materially interfere with the performance of
      Employee’s responsibilities hereunder, Employee shall be free to engage in
      other civic, political and social activities, perform speaking
      engagements, and manage her personal passive investments, provided that
      such activities do not materially interfere with her obligations to the
      Company and to Parent, and are not rendered for a company which transacts
      business with the Company or Parent or engages in business competitive
      with that conducted by the Company or Parent.







-3- 

	 	2.7 	
      Salary.

	 	 	 	 
	 		2.7.1 	
      For fulfilment of Employee’s obligations under this
      Agreement, commencing January 1, 2014, the Company shall pay the Employee
      a gross monthly salary of NIS 49,585 (the “Base Salary”). Employee
      agrees compensation for the period between the Start Date and January 1,
      2014 will be paid pursuant to the Previous Agreement.

	 	 	 	 
	 		2.7.2 	
      Employee agrees and acknowledges that her position is one
      that requires a special measure of personal trust and loyalty. Therefore,
      the provisions of the Hours of Work and Rest Law-1951 shall not apply to
      Employee and Employee shall not be entitled to any compensation for
      working more than the maximum number of hours per week set forth in such
      law in addition to the compensation set forth in this Agreement.

	 	 	 	 
	 		2.7.3 	
      The employment relationship in the Company is built on
      trust and on work during flexible hours. According to this principle,
      Employee’s work and rest hours are determined according to the Company’s
      needs, taking into consideration Employee’s needs and the needs of the
      Company and Parent, as well as the location and time difference between
      the Employee’s location and that of Parent. Therefore, insofar as this
      shall be required by virtue of work needs, Employee shall be expected to
      be available to the Company and Parent also during irregular and
      exceptional hours, beyond the normal work day in the Company and
      Parent.

	 	 	 	 
	 		2.7.4 	
      The Base Salary includes the last cost of living
      allowance that was paid before signing this Agreement. The Base Salary
      shall be updated according to the cost of living allowance that shall be
      in force from time to time, and it shall be paid to Employee not later
      than the ninth day of each month, for the previous
month.







-4- 

	 	2.8 	
      Manager's Insurance/Pension

	 	 	 	 
	 		2.8.1 	
      The Company shall contribute at the end of each month
      during the employment of Employee hereunder, an aggregate amount equal to
      13.33% of the Salary for the preceding month to a Managers Insurance
      (Bituach Menahalim) policy (the “Policy”) or 14.33% of the Salary
      to a comprehensive pension plan (“Pension Plan”), as shall be
      decided by the Employee, through an agency to be selected by the Company,
      to be divided as follows: (i) 8.33% towards severance pay (the
      “Company’s Severance Contribution”); and (ii) either (a) in the
      case of a Policy, 5% toward provident (compensation) payments, subject to
      deduction of 5% from the Employee’s Salary as detailed below; or (b) in
      the case of a Pension Plan, 6.0% toward provident (compensation) payments,
      subject to deduction of 5.5% from the Employee’s Salary, as detailed
      below. In case the employee chooses a Policy, the Company shall pay a
      percentage of the Salary required in order to insure 75% of the Salary
      (and in any event no more than 2.5% of the Salary) towards loss of working
      capacity disability insurance pursuant to the Company's disability
      insurance. The Employee agrees that the Company shall deduct from the
      Salary an amount equal to 5% or 5.5% of the Salary, as applicable, for the
      preceding month, and shall pay such amount as premium payable in respect
      of the provident compensation component of Policy or the Pension Plan, as
      the case may be. In the event the Employee elects to be insured under a
      combination of the Policy and Pension Plan, the Employee may determine the
      allocation between the two, provided that, in any event the Company’s
      contributions will not exceed the maximum amounts set forth
  above.

	 	 	 	 
	 		2.8.2 	
      The Company undertakes to transfer the Policy or the
      Pension Plan, as applicable, to the Employee within a reasonable time
      after termination of the Employee’s employment with the Company, whether
      terminated by the Company or the Employee.

	 	 	 	 
	 		2.8.3 	
      The Company’s Severance Contributions will be in lieu of
      the severance pay that the Employee will be entitled to in the event of
      her termination, all in accordance with the provisions of Section 14 of
      the Severance Pay Law, 5723-1963. The Employee’s signature on this
      Agreement represents the Employee’s agreement to the content of this
      section. The Company waives in advance any right it may have in the future
      for the return of the Company’s Severance Contributions, or any of them,
      unless:







-5- 

	 	2.8.3.1 	
      The Employee’s entitlement for severance pay has been
      deprived by a judgment, under the provisions of sections 16 or 17 of the
      Severance Pay Law, 5723-1963, and as long as it was so deprived;
  or

	 	 	 
	 	2.8.3.2 	
      The employee has withdrawn monies from the Policy or the
      Pension Plan, as applicable, not in circumstances of death, disability or
      retirement at the age of 60 or more.




	 	2.8.4 	
      A copy of the Order and Confirmation Regarding Payments
      of Employers to the Policy and Pension Plan instead of Severance Pay is
      attached as Appendix A to this Agreement.

	 	 	 
	 	2.8.5 	
      The Company's contribution to the Policy or the Pension
      Plan, as applicable, shall be calculated solely based on the Salary, and
      the Employee's entitlement to severance pay, if any, shall be calculated
      solely based on the Salary and no other payment, right or benefit to which
      the Employee is entitled under this Agreement or by law shall be taken
      into account in such calculations.




	 	2.9 	
      Stock Options. The Employee will be eligible for
      options as described below in Section 2.12.

	 	 	 	 
	 	2.10 	
      Cellular Phone and Internet Services.

	 	 	 	 
	 		2.10.1 	
      Company shall provide Employee with a cellular phone (the
      “Cellular Phone”) to be placed at Employee’s disposal for her use
      in the course of performing her obligations under this Agreement, provided
      that Company’s procedures in respect thereof are followed.

	 	 	 	 
	 		2.10.2 	
      Employee shall return the Cellular Phone (together with
      any other equipment supplied) to Company’s principal office upon
      termination of her employment under this Agreement. Employee shall have no
      rights of lien with respect to the Cellular Phone and/or any of said other
      equipment.

	 	 	 	 
	 		2.10.3 	
      Employee shall bear any taxes applicable in connection
      with the Cellular Phone and/or the use thereof.

	 	 	 	 
	 		2.10.4 	
      Company shall pay for internet services provided to
      Employee for her home computer. Employee shall bear any tax that may be
      applicable in connection therewith.







-6- 

	 	2.11 	
      Company Car.

	 	 	 	 
	 		2.11.1 	
      Company shall provide Employee with a Mazda MPV or
      equivalent car (the “Company Car”) to be placed at Employee’s
      disposal, solely for Employee’s business and reasonable personal use and
      for the reasonable use of her spouse and any children over the age of 19
      holding valid driver’s licenses (the “Authorized Drivers”),
      provided that Company’s procedures in respect of said use are
    followed.

	 	 	 	 
	 		2.11.2 	
      Employee shall take good care of such Company Car and
      ensure that the provisions of the insurance policy and Company’s rules
      relating to the Company’s cars, as shall exist from time to time, are
      strictly, lawfully and carefully observed.

	 	 	 	 
	 		2.11.3 	
      Employee is aware that in order to provide her with the
      Company Car the Company shall lease the Company Car from a leasing
      company, and Employee undertakes to strictly comply with the provisions of
      the leasing agreement.

	 	 	 	 
	 		2.11.4 	
      Employee shall bear and pay the
  following:




	 	2.11.4.1 	
      All expenses relating to any violation of law committed
      in connection with the use of the Company Car, including without
      limitation, all fines and penalties; and

	 	 	 
	 	2.11.4.2 	
      The cost of any deductible amount charged the Company for
      damage caused to the Company Car and/or any amount in compensation of any
      type charged the Company in connection with the use of the Company Car by
      Employee and/or any Authorized Driver.




	 	2.11.5 	
      Employee hereby irrevocably authorizes Company to set off
      and deduct all amounts that may be owed to Company under this Section 0
      from and against the Salary and/or any other amounts due to Employee from
      Company under the Employment Agreement.

	 	 	 
	 	2.11.6 	
      The value of the monthly use of the Company Car shall be
      added to the Salary, in accordance with income tax regulations applicable
      thereto and Employee shall bear all taxes in connection with the Company
      Car and/or the use thereof.

	 	 	 
	 	2.11.7 	
      Employee shall return the Company Car (together with its
      keys and any other equipment supplied and/or installed therein by Company)
      to Company’s principal office upon termination of her employment under
      this Agreement. Employee shall have no rights of lien with respect to the
      Company Car and/or any of said other
equipment.







-7- 

	 	2.12 	
      Stock Options. The parties acknowledge that the
      Parent’s current Global Share Incentive Plan (2012) (the “Plan”)
      does not currently permit the grant of some or all of the stock options
      (the “Options”) referred to in this Agreement and that any covenant
      in this Agreement that provides for the grant of Options is subject to the
      prior amendment of the Plan. Subject to the foregoing, Employee will be
      granted Options to purchase shares of common stock of Parent, par value
      $0.0001 each, under the Capital Gains Track of Section 102 of the Israeli
      Tax Ordinance, pursuant to the Plan, as follows:

	 	 	 	 
	 		2.12.1 	
      Options to purchase 1,657,300 shares of common stock of
      Parent (representing approximately 3% of the issued and outstanding shares
      of common stock of Parent as of the Effective Date) will be granted on the
      Effective Date (or as soon thereafter as the Plan is amended to permit
      such a grant) and vest as follows: (i) options to purchase 414,304 shares
      of common stock shall vest immediately on the Effective Date (or, if
      later, the date of grant) and (ii) options to purchase the balance of
      1,242,996 shares of common stock shall vest on a quarterly basis over a
      period of four years from the Effective Date (i.e., initially, 77,687 of
      the options shall vest three months following the Effective
  Date).

	 	 	 	 
	 		2.12.2 	
      Options to purchase an additional 1,104,950 shares of
      common stock of Parent will be granted on the Effective Date (or as soon
      thereafter as the Plan is amended to permit such a grant) and vest
      pursuant to performance milestones to be determined at the absolute
      discretion of the Compensation Committee of the Parent Board no later than
      December 31, 2014.

	 	 	 	 
	 		2.12.3 	
      All of the options above shall have an exercise price
      equal to the par value per share of common stock.

	 	 	 	 
	 		2.12.4 	
      All of the options above shall otherwise be subject to
      the terms of the Plan (as the same may be amended from time-to-time) and
      the execution by Employee of a customary stock option grant letter. Parent
      has joined in this Agreement for, inter alia, the purpose of
      agreeing to grant the options to Employee and for the purpose of agreeing
      to use commercially reasonable efforts to amend the Plan in order to
      increase the number of shares for which options may be granted
      thereunder.




	 	2.13 	
      Bonus. Any bonus payable to the Employee for any
      year is at the absolute discretion of the Parent Board and its
      compensation committee.







-8- 

	 	2.14 	
      Expenses. The Company will reimburse the Employee
      for expenses reasonably and properly incurred by her in the performance of
      her duties and responsibilities under this Agreement, in accordance with a
      budget that will be pre-approved and set forth in the inter-company
      agreement between the Company and Parent

	 	 	 	 
	 	2.15 	
      Vacation.

	 	 	 	 
	 		2.15.1 	
      The Employee will be entitled to five (5) weeks paid
      vacation each calendar year to be taken at such time or times as the
      Employee may select and as the Parent Board and Company Board may
      reasonably approve, having regard to the business affairs and operations
      of the Company and Parent.

	 	 	 	 
	 		2.15.2 	
      Employee shall be entitled to accumulate the unused
      balance of her vacation days up to a maximum of 20 days annually (the
      “Ceiling” ).

	 	 	 	 
	 		2.15.3 	
      If Employee’s accumulated vacation days exceed the
      Ceiling, the balance shall be deleted and shall be
  forfeited.




	 	2.16 	
      Indemnity and D&O Insurance. Both the Company
      and Parent agree to arrange to allow Employee to benefit from any director
      and officer liability insurance coverage policy carried by either of them.
      In addition, both the Company and Parent shall provide Employee with an
      indemnification agreement at least as favorable as those provided to other
      senior executive officers and directors of
Parent.




	3. 	
      Employment Period and Termination
  Thereof.

	 	 	 
		3.1 	
      The Employee’s employment by the Company shall commence
      on the date specified in this Agreement, and shall not be limited in
      time.

	 	 	 
		3.2 	
      The Employee’s employment may be terminated by either
      party subject to the delivery of prior written notice by the terminating
      party, as follows: (i) at least thirty (30) days in advance, if
      termination occurs any time during the first year of Employee’s
      employment; or (ii) at least six (6) months in advance, if termination
      occurs after completion of the first year of employment; and (iii) at
      least twelve (12) months in advance, if termination is due to a change in
      control (the “Notice Period”).

	 	 	 
		3.3 	
      The provisions of Section 2 of Appendix B attached
      hereto shall apply to the terms of termination of Employee’s
      employment.




	4. 	
      Social Contributions and Severance Pay.

	 	 
		
      The Company shall make social contributions on Employee’s
      behalf in accordance with applicable law.







-9- 

	5. 	
      Convalescence (“Havra’ah”).

	 	 	 
		
      Employee shall be entitled to annual convalescence pay in
      an amount to be determined in accordance with Israeli regulations in
      regards to the private sector as in effect from time to time with respect
      to such pay.

	 	 	 
	6. 	
      Sick Leave.

	 	 	 
		6.1 	
      Employee shall be entitled to sick leave in accordance
      with the provisions of the Sickness Pay Law – 1976.

	 	 	 
		6.2 	
      Sick leave may be accumulated up to a ceiling of 90 days,
      but may not be redeemed under any
circumstances.




	7. 	
      Confidentiality, Non-Competition, Non-solicitation and
      Intellectual Property

	 	 	 
		7.1 	
      Employee hereby declares that she is obliged to the
      provisions of the Confidentiality, Non-Competition, Non-solicitation and
      Assignment of Intellectual Property clause, as described in Section 3 of
      Appendix B attached hereto.

	 	 	 
		7.2 	
      In addition to the terms and conditions specified above,
      the other terms and conditions of Employee’s employment shall be in
      accordance with the provisions of Appendix B attached hereto, and the
      policies of the Company, as may be from time to time.

	 	 	 
		7.3 	
      In light of Notice to Employee Law (Employment Terms),
      2002 and the regulations thereof, attached as Appendix C is
      a Notice of Employment Terms. Such notice is provided in Hebrew. If there
      is any deviation between the terms of this Agreement and said notice as a
      result of translation or otherwise, the terms of this Agreement shall
      prevail.




	8. 	
      General.

	 	 	 
		8.1 	
      Amendment. No provision in this Agreement may be
      amended unless such amendment is agreed to in writing and signed by the
      Employee and an authorized officer of the Company.

	 	 	 
		8.2 	
      Compliance with Policies and Laws. The Employee
      agrees to abide by all the policies and procedures, including without
      limitation, the code of conduct the Company and Parent The Employee also
      agrees to abide by all laws applicable to the Company and Parent, in each
      jurisdiction in which the aforementioned do business.

	 	 	 
		8.3 	
      Governing Law and Venue. This Agreement and all
      rights and duties of the parties hereunder shall be exclusively governed
      by and interpreted in accordance with the laws of the State of Israel. The
      competent courts of the State of Israel, Tel Aviv Jaffa district, shall
      have the exclusive jurisdiction over the parties with regard to this
      Agreement, its execution, interpretation and
performance.







-10- 

	 	8.4 	
      Notices. Any notice given or required to be given
      under this Agreement will be in writing and signed by or on behalf of the
      party giving it. Such notice may be served personally and in either case
      may be sent by priority post to the addresses of the parties noted on page
      one of this Agreement, or by fax, email or other electronic transmission.
      Any notice served personally will be deemed served immediately, and if
      mailed by priority post will be deemed served seventy two (72) hours after
      the time of posting, and if by electronic transmission, upon successful
      transmission.

	 	 	 
	 	8.5 	
      Severability. If any provision contained herein is
      determined to be void or unenforceable for any reason, in whole or in
      part, it will not be deemed to affect or impair the validity of any other
      provision contained herein and the remaining provisions will remain in
      full force and effect to the fullest extent permissible by law.

	 	 	 
	 	8.6 	
      Assignment of Rights. The Company will have the
      right to assign this Agreement to another party. The Employee shall not
      assign the Employees rights under this Agreement or delegate to others any
      of the Employees’ functions and duties under this Agreement, without the
      prior express written consent of the Company and the Parent, which consent
      may be withheld at the sole discretion of the Company or the Parent,
      respectively.

	 	 	 
	 	8.7 	
      Entire Agreement. This Agreement contains the
      entire understanding and agreement between the parties concerning the
      subject matter hereof and supersedes all prior agreements, understandings,
      discussions, negotiations and undertakings, whether written or oral,
      between the parties with respect thereto.




	8.8 	
      Headings. The headings contained herein are for
      reference purposes only and will not in any way affect the construction or
      interpretation of this Agreement.



[Signature page to follow.] 




INTENDING TO BE LEGALLY BOUND, the parties hereunto have
signed this Agreement as of the 22 day of August, 2014. 



ORGENESIS LTD. 

 

/s/ Joseph Tenne 

By: JOSEPH
TENNE 
       Authorized Signatory



Title: DIRECTOR 



  SIGNED by VERED CAPLAN 

 

	/s/ Vered Caplan
    	 
	Signature 	 


 

ORGENESIS INC. joins in this Agreement for the limited
purpose of agreeing to the covenants contained in Sections 2.12 and 2.16, above.



ORGENESIS INC. 

 

/s/ Guy Yachin 

By: GUY YACHIN 
      
Authorized Signatory 


Title DIRECTOR 




Appendix A 

Order and Confirmation Regarding Payments of Employers to
Pension Funds and 
Insurance Funds instead of Severance Pay 

 





-13- 

 





-14- 

APPENDIX B TO PERSONAL EMPLOYMENT AGREEMENT

	1. 	
      General

	 	 	 
		1.1 	
      This agreement constitutes an integral part of the
      personal employment agreement dated August 22, 2014, between Ms. Vered
      Caplan (the “Employee”) and Orgenesis Ltd. (the “Company”)
      (the “Agreement").

	 	 	 
		1.2 	
      Unless otherwise provided in this Agreement, the
      provisions of any collective agreement (“Heskem Kibutsi”), collective
      arrangement (“Hesder Kibutsi”) or other custom of any kind shall not
      apply, unless otherwise determined by applicable law.

	 	 	 
		1.3 	
      The Employee warrants, confirms and undertakes that she
      is entitled to enter into this Agreement and to assume all the obligations
      pursuant hereto, that there is no contractual or other impediment to her
      entering into this Agreement.

	 	 	 
		1.4 	
      The Employee hereby warrants that she has no medical or
      other problems which might prevent her from performing her obligations to
      work for the Company. The Employee shall notify the Company of any change
      in her state of health.




	2. 	
      Employment Period and Termination
      Thereof

	 	 	 
		2.1 	
      During the Notice Period as described in Section 3 of the
      Agreement, the Employee shall continue to render services to the Company
      until the termination of the Notice Period, unless otherwise instructed by
      the Company. Nevertheless, the Company shall have the right not to take
      advantage of the full Notice Period and may terminate the employment at
      any time during the Notice Period. In the event of such termination, the
      Company shall pay the Employee her Salary for the remainder of the Notice
      Period.

	 	 	 
			
      For the avoidance of any doubt, it is hereby expressed
      that the Company reserves this right in both the event the notice of
      termination of employment was delivered by it or in the event that it was
      delivered by the Employee, and a latter case shall not constitute a
      dismissal of employment by the Company

	 	 	 
		2.2 	
      Notwithstanding the foregoing, the Company may terminate
      the employment without the delivery of a prior written notice, in the
      event that Employee is not eligible to severance pay under the provisions
      of the Severance Pay Law, 1963 and/or is in breach of her fiduciary duty,
      including but not limited to a commission of a felonious crime connected
      with her employment and/or is in breach of her obligations re
      confidentiality, non-competition and intellectual property, as defined in
      Section 4 henceforth.







-15- 

	 	2.3 	
      In the event that the Employee terminated her employment
      with the Company, for any reason, without the delivery of a prior written
      notice, the Company is entitled to deduct from any debt which it owes the
      Employee an amount equal to the Salary that would have been due to the
      Employee for the Notice Period during which she should have worked
      pursuant hereto, had she worked.

	 	 	 	 
	 	2.4 	
      The Employee undertakes that immediately upon the
      termination of her employment with the Company, for any reason, or prior
      thereto, as per the Company's instructions, she shall act as
    follows:

	 	 	 	 
	 		2.4.1 	
      She shall deliver and/or return to the Company all the
      documents, diskettes or other magnetic media, letters, notes, reports and
      other papers in her possession and relating to her employment with the
      Company, as well as any equipment and/or other property belonging to the
      Company which was placed at her disposal;

	 	 	 	 
	 		2.4.2 	
      She shall delete any information relating to the Company
      or its business from her personal computer, if any;

	 	 	 	 
	 		2.4.3 	
      She shall coordinate her resignation with her the board
      and shareholders of the Company, including the orderly handing over of her
      duties as CEO and President of Orgenesis Inc. ("Parent") according
      to the timetable determined by her supervisors, and she shall hand over
      her duties in an orderly fashion and in accordance with the Company
      procedures, the documents and all the other matters dealt with by her to
      whomever the Company instructs, and all to the satisfaction of the
      Company.




	3. 	
      Confidentiality, Non-Competition/Non-solicitation
      and Intellectual Property

	 	 
		
      The Employee warrants and undertakes that for as long as
      she is employed by the Company, and after the termination of such
      employment, for any reason, she shall maintain in complete confidence any
      matters that relate to the Company, Parent, the affairs and/or business
      thereof, including regarding the terms and conditions of her employment
      pursuant to this Agreement, and that she shall not harm the goodwill or
      reputation of the Company or Parent, and she agrees to the provisions of
      the confidentiality, non-competition, non- solicitation and intellectual
      property clauses as specified below.

	 	 
		
      The Employee's obligations pursuant to this Section
      derive from her status and her position in the Company and Parent, along
      with all matters connected therewith, and the terms and conditions of the
      Employee's employment pursuant to this Agreement, including her Salary,
      have been determined in part, inter alia, in consideration of this
      undertaking and constitute sufficient consideration for her obligations
      hereunder.







-16- 

	 	3.1 	
      Confidentiality

	 	 	 	 
	 		3.1.1 	
      The Employee undertakes to maintain the Confidential
      Information (as defined below) of the Company, including its Parent and
      their affiliates, during the term of her employment with the Company and
      after the termination of such employment, for any reason.

	 	 	 	 
	 		3.1.2 	
      Without derogating from the generality of the foregoing,
      the Employee hereby agrees that she shall not, directly or indirectly,
      disclose or transfer to any person or entity, at any time, either during
      or subsequent to her employment period, any trade secrets or other
      confidential information, whether patentable or not, of the Company and/or
      Parent and/ro their affiliates, including but not limited to, any (i)
      processes, formulas, trade secrets, innovations, inventions, discoveries,
      improvements, research or development and test results, survey,
      specifications, data and know-how; (ii) marketing plans, business plans,
      strategies, forecasts, unpublished financial information, budgets,
      projections, product plans and pricing; (iii) personnel information,
      including organizational structure, salary, and qualifications of
      Employees; (iv) customer and supplier information, including identities,
      product sales and purchase history or forecasts and agreements; and (v)
      any other information which is not known to the public (collectively,
      “Confidential Information”), of which the Employee is or becomes
      informed or aware during the employment period, whether or not developed
      by the Employee.

	 	 	 	 
	 		3.1.3 	
      The Employee undertakes not to directly or indirectly
      give and/or transfer, directly or indirectly, to any person or entity, any
      material and/or raw material and/or product and/or part of a product
      and/or model and/or document and/or diskette and/or other information
      storage media and/or photocopied and/or printed and/or duplicated object
      containing any or all of the Confidential Information.

	 	 	 	 
	 		3.1.4 	
      The Employee undertakes not to make any use, including
      duplication, production, sale, transfer, imitation and distribution, of
      all or any of the Confidential Information, without the prior written
      consent of the Company.

	 	 	 	 
	 		3.1.5 	
      The Employee will not use or disclose any confidential
      information or trade secrets, if any, of any former employer or any third
      party or any information in respect of which the Employee has
      confidentiality obligations, and will not bring onto the premises of the
      Company any such information, unless express written consent was provided
      by such former employer or third party.







-17- 

	 	3.1.6 	
      In the event the Employee is in breach of any of her
      above obligations, she shall be liable to indemnify, compensate and hold
      the Company harmless in respect of all damages and/or expenses incurred by
      the Company as a result of such breach, including trial costs and legal
      fees and applicable taxes, and such being without derogating from any
      other relief and/or remedy available to the Company by virtue of any
      law.




	 	3.2 	
      Non-Competition/ Non-Solicitation

	 	 	 	 
	 		3.2.1 	
      The Employee undertakes that during the period of her
      employment with the Company and for a period of twelve (12) months after
      the termination thereof, for any reason, she shall not, anywhere in the
      world, do business, as an employee, independent contractor, consultant or
      otherwise, and shall not directly or indirectly participate in or accept
      any position, proposal or job offer that may directly or indirectly
      compete with or harm the Company, Parent, or their affiliates, or in the
      field in which the Company engages, is engaged or is about to engaged (the
      “Competitive Occupation").




	 		
      The foregoing shall apply irrespective of whether the
      Competitive Occupation is carried out by the Employee alone or in
      cooperation with others and shall apply to the participation of the
      Employee in a Competitive Occupation, whether as a controlling shareholder
      or as an interested party.

	 	 	 
	 	3.3 	
      Intellectual Property, Copyright and
      Patents




	 	3.3.1 	
      The Employee hereby acknowledges and agrees that the
      Company owns and shall own any and all Intellectual Property Rights
      created, made or discovered by the Employee or employee or personal that
      reports to Employee either: during the term of employment; and/or in
      connection therewith; and/or in connection with the Company, its business
      (actual and/or contemplated), products, technology and/or know how or that
      of Parent ("Company IPR"). Intellectual Property Rights means all
      worldwide (a) patents, patent applications and patent rights; (b) rights
      associated with works of authorship, including copyrights, copyrights
      applications, copyrights restrictions, mask work rights, mask work
      applications and mask work registrations; (c) rights relating to the
      protection of trade secrets and confidential information; (d) moral
      rights; (e) rights analogous to those set forth herein and any other
      proprietary rights relating to intangible property including ideas; and
      (f) divisions, continuations, renewals, reissues and extensions of the
      foregoing (as applicable) now existing or hereafter filed, issued, or
      acquired.







-18- 

	 	3.3.2 	
      The Employee hereby assigns to the Company and/or its
      designee, all right, title and interest in and to Company IPR upon its
      creation. The Employee will assist the Company to obtain, and from time to
      time enforce, any Company IPR worldwide, including without limitation,
      executing, verifying and delivering such documents and performing such
      other acts as the Company may reasonably request for use in applying for,
      obtaining, perfecting, evidencing, sustaining and enforcing such Company
      IPR. Such obligation shall remain in effect beyond the termination of the
      Employee's relationship with the Company, all for no additional
      consideration provided that Employee shall not be required to bear any
      expenses as a result of such assignment. In the event the Company is
      unable for any reason, after reasonable effort, to secure Employee's
      signature on any document required, Employee hereby irrevocably designate
      and appoint the Company and its duly authorized officers and agents as its
      agent and attorney in fact to act for and in its behalf to further the
      above purposes.

	 	 	 
	 	3.3.3 	
      The Employee hereby waives, releases and forever
      discharges any claims and/or demands whatsoever, whether in law, in equity
      or otherwise, in relation to the Company IPR, including without limitation
      any moral rights and rights to receive royalties in connection therewith
      and expressly waive any rights to receive royalties under the Israeli
      Patent Law- 1967 including, without limitation, Section 134 thereof and/or
      other applicable laws.

	 	 	 
	 	3.3.4 	
      The Employee represents and warrants that upon execution
      hereof it has not created and does not have any right, title or interest
      in and to any Intellectual Property Rights related and/or similar to
      Company's business, products or Intellectual Property Rights. The Employee
      undertakes not to incorporate any prior inventions in any Company
    IPR.

	 	 	 
	 	3.3.5 	
      The Employee undertakes to immediately inform and deliver
      to the Company, written notice of any Company IPR conceived/ invented by
      her and/or personal of the Company and/or its successors who are
      subordinate to him, immediately upon the discovery thereof.

	 	 	 
	 	3.3.6 	
      The Employee's obligations pursuant to this Section shall
      survive the termination of her employment with the Company and/or its
      successors and assigns with respect to inventions conceived by her during
      the term of her employment or as a result of her employment with the
      Company.







-19- 

	 	3.4 	
      Employee acknowledges that the restricted period of
      specified hereunder are reasonable, in view of her position and the nature
      of the business in which the Company is engaged, the Employee’s knowledge
      of the Company’s business and the compensation she receives.
      Notwithstanding anything contained herein to the contrary, if the period
      of time specified herein should be determined to be unreasonable in any
      judicial proceeding, then the period of time and area of the restriction
      shall be reduced so that this Agreement may be enforced in such area and
      during such period of time as shall be determined to be reasonable by such
      judicial proceeding. The Employee acknowledges that the compensation and
      benefits granted to her by the Company under this Agreement were
      determined, inter alia, in consideration for her obligations under this
      Section 3.




	 	4. 	
      Taxes

	 	 	 
	 		
      The Employee shall bear all the taxes deriving from the
      rights and benefits received by her pursuant to this Agreement. It is
      hereby expressed that all the amounts specified in this contract are gross
      and statutory tax shall be deducted from them.



I have carefully read this agreement and its appendices
thereto, I have understood the contents, the terms and conditions included
therein and undertake to perform all the thereof and I agree to the obligations
therein.

	Signature: 	/s/ Vered Caplan 
	 	 
	Employee’s name: 	Vered Caplan 
	 	 
	Identity number: 	023830060 
	 	 
	Date: 	August 22, 2014







-20- 

Annex C