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






FINANCIAL CONSULTING AGREEMENT 

     This Financial Consulting
Agreement (this “Agreement”) is made effective as of this 1st day of August,
2014 (the “Effective Date”) by and between Orgenesis, Inc., a Nevada corporation
(the “Company”), and Eventus Consulting, P.C., an Arizona professional
corporation (“Eventus”), collectively known as the “Parties” and each singularly
as “Party.” 

     WHEREAS, Eventus is a
consulting firm that provides consulting services including, but not limited to,
accounting services, consultation on public filings, as well as finance
department creation, organization, implementation and maintenance. Eventus is
willing to provide services to the Company and the Company desires to have such
services provided by Eventus; and 

     WHEREAS, the
Company is a development stage company with a novel therapeutic approach in the
treatment of diabetes by correcting malfunctioning organs with new functional
tissues created from the patient’s own existing organs. 

     NOW, THEREFORE, in
consideration of the foregoing and the covenants and agreements contained
herein, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto, intending to be legally bound, agree as follows: 

1. DESCRIPTION OF SERVICE. Eventus shall
advise the Company so that the Company may develop a plan for the management of
the financial reporting requirements of the Company as required under the
Securities Exchange Act of 1934. With respect to the terms used herein, “SEC
Counsel” is assumed to mean a law firm qualified in the areas of securities law
and compliance for publicly-traded companies, and the term “Auditor” is assumed
to mean a qualified independent public accounting firm that is registered with
the Public Company Accounting Oversight Board. With respect to this Agreement,
Eventus shall perform the following: 

     (a) Internal Accounting &
Financial Consulting 

     In collaboration with the
Company’s Chief Executive Officer and/or Chief Financial Officer, Eventus shall
assist in evaluating the experience and competency of the current accounting and
financial environment and staffing of the Company. With respect to this
evaluation, Eventus shall assist the Chief Executive Officer and Chief Financial
Officer in identifying the competencies and deficiencies in that environment and
amongst the staff so that Eventus can operate effectively with respect to its
duties and objectives set forth in this Agreement. Based on the above evaluation
and in collaboration with the Chief Financial Officer, Eventus shall assist the
Company to sufficiently do the following: 

                    (i)
Maintain a competent accounting and finance staff; 

                    (ii)
Assist in running its day-to-day accounting operations; 

                    (iii)
Prepare monthly, quarterly, and annual financial statements; 

                    (iv)
Assess, design and set up accounting systems to facilitate the effective and
efficient recording of accounting transactions; 

                    (v) Monitor adherence to
  established operating procedures and internal controls; 

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                    (vi)
Prepare/review general ledger accounts and assess the integrity and accuracy of
accounts; 

                    (vii)
Manage and perform accounting and month-end and year-end closing; 

                    (viii)
Manage fixed asset accounting and reporting; (ix) Manage cash flows, collections
and payments subject to supervision by Chief Financial Officer and/or Chief
Executive Officer; 

                    (x)
Provide management with financial and operational information and provide
quarterly Board of Director reports; 

                    (xi)
Review and analyze results for operational management; and 

                    (xii)
Prepare support schedules for year-end work papers and financial statement
audits. 

     With respect to this Section
1(a), Eventus is not providing any attest functions, as more specifically
defined under N.Y. EDN. LAW § 7401-a. The financial statements of the Company
are the responsibility of the Company’s management, and any conclusions about
the reliability of such financial statements remains solely as the
responsibility of the Company’s Auditor. 

     (b) Financial Consulting &
Compliance 

     In collaboration with the
Company’s finance staff, Auditor and SEC Counsel, Eventus shall: 

                    (i)
Assist in the planning, preparing and scheduling the timely completion of all
Company public filings including, but not limited to, at the request of the
management of the Company, the following: Form S-1, Form 10, Form 10-K, Form
10-Q, Form 8-K, and preliminary and definitive proxy statements; 

                    (ii)
Assist the Company in planning and managing the finances of the entire
organization; 

                    (iii)
Plan and recommend financing structures for raising capital for major
initiatives or acquisitions; 

                    (iv)
Identify appropriate areas of financial due-diligence for any merger and
acquisition activities; 

                    (v)
Assist the Company in identifying its goals and objectives in managing the
Company’s finance and accounting staff; 

                    (vi)
Assist the Company in preparing for any annual financial statement audits and
quarterly reviews; 

                    (vii)
Research and stay abreast of the latest regulatory trends and latest financial
accounting reporting trends; and 

                    (viii)
Assist in developing a system to monitor the Company’s financial processes,
policies, and personnel who will assist the Company in maintaining compliance
with accepted financial accounting standards, including Sarbanes-Oxley
requirements. 

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     With respect to this Section
1(b), Eventus is not providing any attest functions, as more specifically
defined under N.Y. EDN. LAW § 7401-a. The financial statements of the Company
are the responsibility of the Company’s management, and any conclusions about
the reliability of such financial statements remain solely as the responsibility
of the Company’s Auditor. 

     (c) Press Releases and Shareholder
Communications 

     Eventus shall assist the
management of the Company in how it communicates its business and any material
events with existing shareholders and the investing public. With regard to this
section, Eventus shall, in collaboration with Company’s SEC Counsel: 

                    (i)
Assist the Company in composing press releases for the announcement of material
events. Management and SEC Counsel will review and approve all press releases
before public dissemination; 

                   
(ii) Coordinate the distribution of final press releases according to the day
and time that the Company specifies and in accordance with Securities and
Exchange Commission (“SEC”) rules and regulations; 

                   
(iii) Together with the Company’s management and SEC Counsel, generate a Two (2)
to Three (3) page corporate profile, which clearly articulates the Company’s
current business and financial position, as well as its strategy for future
growth; and 

                   
(iv) Assist the Company in updating its investor package and investor
information for dissemination to investors and shareholders. 

With respect to this Section 1(c), Eventus shall not act as an
underwriter, broker-dealer, auditor or legal counsel for the Company in the
creation and/or dissemination of these shareholder or investor documents. 

2. PERFORMANCE OF SERVICES. Eventus shall
reasonably determine the manner in which all services to be provided herein are
to be performed and the specific hours that will be reasonably necessary to
ensure the performance of the services provided. 

3. LIMITATIONS; SCOPE OF SERVICES. Eventus
does not render legal advice, tax advice, auditing or attest services or
investment advice, irrespective of its principals’, employees’ or agents’
professional backgrounds. Eventus is providing consulting services to the
Company regarding the Company’s organization, structure, financial reports and
operation of its financial information department to facilitate the reporting of
such information in compliance with state and federal securities laws. The
Company agrees to obtain independent advice from its SEC Counsel and its
Auditors regarding the adequacy of all information that is disclosed to third
parties and investors. Payments made as per this Agreement are for the services
described herein for the Company only. If attending investor meetings or
phone/conference call conversations with investors, Eventus shall comment on the
services it provides, but shall not comment on the Company’s financial
information except as set forth by the Auditor. It is the Company’s and
management’s complete and exclusive responsibility to comply with all financial
reporting requirements established under all federal and state securities laws,
rules, and regulations. 

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4. RESPONSIBILITIES OF THE COMPANY. The Company
shall, at all times, have the sole responsibility of gathering, recording, and
maintaining all relevant financial information relating to the Company’s
operations. It is the Company’s sole responsibility to provide Eventus with
complete and accurate information in order for Eventus, its employees, agents,
and consultants to fulfill its duties under this Agreement. The representations
made within any documents produced in conjunction with the Company are the sole
responsibility of the Company. Eventus shall rely upon the accuracy and
completeness of information supplied to it by the Company’s officers, directors,
agents, and employees. Furthermore, by executing this Agreement, the Company
represents that it has disclosed and will disclose, during the course of this
engagement, all information to Eventus that could in fact limit or be construed
to limit Eventus’ ability to perform its duties hereunder. The Company shall be
solely responsible for the retention of its legal counsel, independent
registered public accounting firm, and any other professional which may be
needed to obtain any opinions regarding the Company’s compliance with applicable
state and federal securities laws. The Company shall additionally be solely
responsible for any actions it may take regarding the hiring, promotion,
termination, assignment of responsibilities, and other similar tasks relating to
the personnel used by the Company in the gathering, recording, and retention of
financial information. 

5. FEES. For all services described hereunder, Eventus
shall be paid at the rate of One Hundred Seventy-Five ($175) per hour for all
work performed by senior staff and Sixty-Five ($65) per hour for support staff
for other accounting and bookkeeping services. The Company shall pay Five
Thousand Dollars ($5,000) to Eventus monthly, beginning upon the Effective Date,
which Eventus will keep on retainer and subtract the hourly rate as work is
performed. Any retainer amount left over at the end of the month will be added
to the following month’s retainer of Five Thousand Dollars ($5,000) once paid.
After One Hundred Twenty (120) days from the Effective Date, Eventus shall
compare to total hours billed with the total paid and then confer with the
Company on any variances, if any, and how to reconcile them. 

6. TIMING. The timing of services to be performed
under this Agreement is highly dependent on the cooperation, efficiency and
availability of documents and information from the Company. Document production
and availability of Company personnel or other representatives shall be
determined by and between the Parties. Each Party shall cooperate fully, and on
a best efforts basis, in order to satisfy any time-table established, by and
between the Parties, but is not to be considered a guarantee, warranty (implied
or expressed) that a time-table will be met. 

7. INDEPENDENT CONTRACTOR. The
relationship between Eventus and the Company is solely that of an independent
contractor and nothing contained herein shall be deemed to have created, by
interpretation or implication, a relationship of employment, partnership, joint
venture or agency. Eventus shall take no actions and make no statements that are
inconsistent with its role as an independent contractor. All services rendered
by Eventus on behalf of the Company shall be performed to the best of Eventus’
ability in concert with the overall business plan of the Company and the goals
and objectives of the management and board of directors of the Company. 

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8. EXPENSES. The Company shall reimburse
all reasonable approved out-of-pocket expenses incurred on behalf of Eventus in
connection with this Agreement as mutually agreed upon by the Parties. Expenses
may include travel and administrative expenses incurred during the Term of the
Agreement and any other fees associated with the execution of this Agreement.
Any single expense over Five Hundred Dollars ($500) within a calendar month or
monthly fees in excess of One Thousand Dollars ($1,000) shall be subject to
pre-approval by the Company. All requests for reimbursement shall be made in
writing. Any expense item that has not been objected to by the Company shall be
paid within Ten (10) business days of the date of submission. Any objection
shall be in writing, explaining the basis for the objection. 

9. NON-CIRCUMVENT AND NON-DISCLOSURE. 

     (a) The Parties mutually
recognize that the services described in this Agreement are confidential and
that the business of each Party may be learned by the other and that the
identity, address and/or telephone numbers of clients, agents, brokers, buyers,
sellers, financiers, investors, consultants, experts, business plans, processes,
intellectual property, bank accounts, transaction codes, all other capital
sources, participating investment and commercial banks and/or entities
(hereafter referred to as “Confidential Information”), which the other Party has
acquired through years of time, expense and effort, shall be treated as
confidential. Such Confidential Information shall remain the sole property of
the contributing Party. 

     (b) Notwithstanding the
foregoing, Confidential Information shall not include information that (i) has
become public knowledge through legal means without fault by the other Party,
(ii) is already public knowledge prior to the disclosure of the Confidential
Information by the other Party (iii) is known to the other Party prior to
disclosure of the same pursuant to this Agreement, or (iv) is independently
developed by the other Party without reference to or use of the Confidential
Information. In addition, the Parties shall be entitled to release Confidential
Information to permit it to prosecute or defend any claim under this Agreement
or pursuant to an order of a court or government agency, provided, however, in
the case of release pursuant to this section the Parties shall limit the release
to the greatest extent reasonably possible under the circumstances and shall
have provided the other Party with sufficient advance notice to permit the
Company to seek a protective order or other order protecting its Confidential
Information from disclosure. 

     (c) For and in consideration of
the mutual promises, assertions, and covenants set forth herein, the Parties
agree to take all reasonable action to ensure the confidentiality of the other
Party’s business and the other Party’s Confidential Information. The Parties
will maintain complete confidentiality regarding each other’s business sources
and/or their affiliates and Confidential Information, as well as the nature and
manner and forms of the other Party’s business dealings, unless the other Party
provides, in its sole discretion, an express written agreement providing
otherwise. The Parties will not, in any way or manner, solicit or accept
business from sources or their affiliates that are made available by the other
Party to this Agreement, at any time or in any manner prior to One (1) year from
the expiration of this Agreement, without the express written permission of the
Party who made available said sources, in its sole discretion. Any violation of
these covenants shall be deemed an attempt to circumvent such other Party, and
the Party violating this covenant shall be liable for damages in favor of the
circumvented Party and/or an injunction and/or other equitable remedies. Each
Party agrees with the other that upon any breach of this Agreement, the Party in
default will pay to the other the non-circumvention damages, if applicable, plus
all loss and/or damage sustained by the non-defaulting Party by reason of such
breach, plus a reasonable sum for attorney’s expenses and attorney’s fees. 

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10. NO ASSURANCE. Due to factors that may
exist and may occur during the term of this Agreement that are beyond the
control of either the Eventus or the Company, Eventus can provide no assurance
that the services described in this Agreement will be completed or effected and
that, not withstanding certain factors, whether known or unknown, could have an
impact on Eventus performing its duties hereunder including, but not limited to,
market conditions, regulatory obstacles, economic conditions, access to the
appropriate data or otherwise. 

11. BREACH. Except as set forth in this
Agreement, any claim or controversy arising under any of the provisions of this
Agreement shall, at the election of either Party hereto, be determined by
arbitration before the American Arbitration Association in New York, New York in
accordance with the rules of the American Arbitration Association. The decision
of the Arbitrator shall be binding and conclusive upon the Parties. The
prevailing Party shall be entitled to recover its costs and expenses in any such
arbitration and the costs of filing for the arbitration, including but not
limited to, reasonable attorneys fees, as well as the fees of the arbitrator. In
the event of a material violation of the provisions of this Agreement, as
determined by a party in good faith, that Party may seek injunctive relief in
state or federal court to compel the other to comply with, or restrain from
violating such provision. 

12. TERM; TERMINATION. The term (the
“Term”) of this Agreement shall be for a period of One (1) year commencing on
the Effective Date of this Agreement. The Term shall automatically renew for
additional One (1) year periods upon the expiration of the Term unless otherwise
terminated. This Agreement may be terminated by either Party upon Thirty (30)
days prior written notice to the other Party hereto. 

13. INDEMNIFICATION. The Parties agree to
indemnify, hold harmless, and defend the other Party, its members, managers,
officers, agents, and employees at its own expense, in respect to any action,
proceeding, suit, cost expense, claim, or demand whatsoever that is brought by
any third party, at law or in equity, in connection with the Company’s public
filings under the Securities and Exchange Act of 1934, including, without
limitation, the disclosure or failure to disclose any information to any third
party. This obligation to indemnify shall include, but not be limited to, any
and all costs incurred by either Party, including reasonable attorney’s fees.
The Parties will not be liable under the foregoing to the extent that any loss,
claim, damage, liability or expense is found in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from the other Party’s bad
faith or gross negligence. 

14. NOTICES. All notices and demands
required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given, if delivered in person or mailed, certified,
return-receipt requested, postage prepaid or by facsimile transmission. Mailed
notices shall be deemed given three business days after the date mailed. Until
otherwise specified by notice in writing, the address for such notices shall be:


	 	If to Eventus: 	Eventus Consulting, P.C. 
	 	  	14201 N. Hayden Road, Suite A-1 
	 	  	Scottsdale, AZ 85260 
	 	  	Attn: Neil Reithinger, President 
	 	  	Facsimile No.: (480) 659-6407 
	 	  	E-Mail: nreithinger@EventusAG.com




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	 	If to the Company: 	Orgenesis, Inc. 
	 	  	21 Sparrow Circle 
	 	  	White Plains, NY 10605 
	 	  	Attn: Ms. Vered Caplan, Interim CEO 
	 	  	E-mail (for electronic): pbd-v@zahav.net.il
  
	 	  	  
	 	With a copy to (which shall not constitute
      notice): 
	 	  	  
	 	  	Brinen & Associates, LLC 
	 	  	7 Dey Street, Suite 1503 
	 	  	New York, NY 10007 


15. AMENDMENT. This Agreement may be
modified or amended with the expressed and written consent of both Parties. 

16. SEVERABILITY. If any provision of this
Agreement shall be held to be invalid or unenforceable for any reason, the
remaining provisions shall continue to be valid and enforceable. If a court
finds that any provision of this Agreement is invalid or unenforceable, but that
by limiting such provision it would become valid and enforceable, then such
provision shall be deemed to be written, construed and enforced as so limited.


17. APPLICABLE LAW. This Agreement is made
in, and shall be exclusively governed by the laws of the State of New York (and
applicable U.S. federal law) without regard to their choice of law principles.
Venue for any arbitration or litigation brought in connection with this
Agreement shall reside exclusively in New York, New York and both Parties hereby
agree that such forum is convenient and waive any right to assert that the forum
is not convenient. 

18. BINDING AUTHORITY. Both signing
individuals represent and warrant that they have full authority of their
respective organizations to enter into this Agreement. 

19. ENTIRE AGREEMENT. This Agreement
contains the entire agreement of the Parties with respect to its subject matter.
This Agreement merges any and all prior and contemporaneous oral or written
agreements and/or statements made by one Party to the other, and thus shall be
considered the full and final binding agreement with respect to its subject
matter. The Parties have not relied upon any representation or warranty not
expressly contained within this Agreement. 

     IN WITNESS WHEREOF, this
Agreement is entered into by the following Parties, as of the Effective Date
first written above. 

	EVENTUS CONSULTING, P.C. 	ORGENESIS, INC. 
	 	 
	By: /s/ Neil Reithinger 	By: /s/ Vered Caplan 
	 	 
	Name: Neil Reithinger 	Name: Vered Caplan 
	 	 
	Title: President 	Title: CEO 



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