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






ADDENDUM 1 
TO
THE SHARE EXCHANGE
AGREEMENT DATED 3 NOVEMBER 2014 

THIS ADDENDUM is made effective as of the 2 March, 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”) 



The 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 (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. 
	 	 
	2. 	AMENDMENTS AND ADDITIONS 
	 	 
	2.1 	Section 1.1 shall be supplemented with the
      following definitions: 
	 	 
		"(w) "Belgian GAAP"
      shall mean the accounting principles generally accepted in Belgium
      applied in a manner consistent with prior periods; 
	 	 
	  	(x) "US GAAS" shall
      mean generally accepted auditing standards used in the United States."
    
	 	 
	2.2 	Section 3.13 shall be replaced by the following
      clause: 
	 	 
		"3.13     
      Financial Representations. Two (2) days before
      Closing, each of MasTHerCell and CTH shall deliver true, correct,
      and complete copies of: 



	 	(i) 	
      the audited financial statements for each such company
      closed on 30 November 2013, prepared in accordance with Belgian GAAP and
      in euros, together with a draft of the same financial statements prepared
      in accordance with GAAP, and

	 	 	 
	 	(ii) 	
      unaudited but auditor reviewed financial statements
      (comprising, where necessary, explanatory footnotes) closed on 31 August
      2014 (the “Priveco Accounting Date”), prepared in
      accordance with Belgian GAAP and in euros,



Together, in each case, with related
balance sheets, statements of income, cash flows, and changes in shareholder’s
equity for such period then ended (collectively, the “Priveco
Financial Statements”).

The Priveco Financial Statements
will be:

	 	(a) 	
      in accordance with the books and records of
      Priveco;

	 	 	 
	 	(b) 	
      present fairly the financial condition of Priveco as
      of the respective dates indicated and the results of operations for such
      periods; and

	 	 	 
	 	(d) 	
      the audit and the review will be prepared by
      independent certified public accountants who are one of KPMG, Deloittes,
      PWC or E&Y and which is registered with the United States Public
      Company Accounting Oversight Board.



Priveco has not received any advice
or notification from its independent certified public accountants that Priveco
has used any improper accounting practice that would have the effect of not
reflecting or incorrectly reflecting in the Priveco Financial Statements or the
books and records of Priveco, any properties, assets, Liabilities, revenues, or
expenses. The books, records, and accounts of Priveco accurately and fairly
reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco
has not engaged in any transaction, maintained any bank account, or used any
funds of Priveco, except for transactions, bank accounts, and funds which have
been and are reflected in the normally maintained books and records of
Priveco." 

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	2.3 	
      Section 5.1 shall be amended as
follows:



5.1
(i)      Due Diligence Generally.
Pubco and its solicitors will be reasonably satisfied with their due diligence
investigation of Priveco that is reasonable and customary in a transaction of a
similar nature to that contemplated by the Transaction, including: 

	 	(i) 	
      materials, documents and information in the possession
      and control of Priveco and the Selling Shareholders which are reasonably
      germane to the Transaction;

	 	 	 
	 	(ii) 	
      the Priveco Financial Statementsaudited
      financial statements for Priveco for the fiscal year ended December 31,
      2013 and auditor reviewed financial statements for the period ended on 31
      August 2014, as described in section 7.4;

	 	 	 
	 	(iii) 	
      a physical inspection of the assets of Priveco by
      Pubco or its representatives; and title to the material assets of
      Priveco.




	2.4 	
      Section 7.4 shall be replaced by:



"7.4     
Delivery of Financial Statements. As per section 3.13
above, Priveco will have delivered to Pubco the Priveco Financial Statements
prior to the Closing Date.

The parties acknowledge that within
70 days of Closing, Pubco is required to file with the SEC: 

	 	(i) 	
      for CTH: audited consolidated financial statements
      closed on 30 November 2014 (including statements closed on 30 November
      2013 for comparison) prepared according to US GAAP and US GAAS, in euro
      and comprising a US Dollars translation;

	 	 	 
	 	(ii) 	
      for MasTHerCell: audited financial statements closed
      on 30 November 2014 (including statements closed on 30 November 2013 for
      comparison) prepared according to US GAAP and US GAAS, in euro and
      comprising a US Dollars translation;

	 	 	 
	 	(iii) 	
      a pro forma of Pubco financial statements as at a
      recent date,

	 	 	 
	 	(iv) 	
      together with substantial information on the
      operations, business, management, industry and risks of
  Priveco.



The Selling Shareholders will fully
cooperate in this effort to ensure timely filing." 

	2.5 	
      A new section 12.17 is added to the
SEA:



"12.17 The Selling Shareholders
hereby irrevocably appoint for the purpose of this Agreement Mr Hugues Bultot
(the "Sellers' Representative") as their representative
(with promise of ratification) to negotiate, agree to and enter into any
agreements, addenda and other documents which are necessary or useful to
complete the Transactions contemplated herein, including (but not limited to)
any amendment to the SEA which does not affect the Consideration, the
Consideration Share Price nor the proportion of Consideration Shares to be
transferred. The Sellers’ Representative shall not be liable, whether towards
Pubco or the Selling Shareholders, for any act done or omitted hereunder as
Sellers’ Representative while acting in good faith and in the exercise of
reasonable judgment. This mandate will not be remunerated." 

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	2.6 	
      Schedule 1 to the SEA will be deemed not to include Cell
      Therapy Holding SA for the purpose of defining the Selling Shareholders
      and the % of Consideration Shares to be issued to the Selling Shareholders
      (whether at Closing or after conversion of the Convertible Bonds). As a
      result, it is clarified (and if needed agreed) between the Parties that
      Cell Therapy Holding SA will remain as a shareholder of MasTHerCell SA
      after Closing and that the Consideration Shares to be issued to the
      Selling Shareholders need to be determined (whether at Closing or after
      conversion of the Convertible Bonds) in accordance with the % figures
      included in the first table under section A of Schedule 1 for the other
      MasTHerCell SA shareholders and in accordance with the % figures included
      in the second table under section A of Schedule 1 for the Cell Therapy
      Holding SA shareholders.

	 	 
	2.7 	
      All other clauses of the SEA remain unchanged and shall
      apply to this Addendum.



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: 


4 





	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 powers of attorney
by the above mentioned signatories