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






AGREEMENT 

This Agreement (the “Agreement”) is made and entered into
effective as of April 3, 2014 (the ”Effective Date”), between Orgenesis, Inc., a
Nevada corporation, with its principal offices located at 21 Sparrow Circle,
White Plains, NY 10605, United States of America (the “COMPANY”) and Aspen
Agency Limited, a Hong Kong corporation, with a principal address at Unit 1010,
10/F Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Kong Kong S.A.R. (the
”CONSULTANT”). 

WHEREAS, the Company is seeking to expand its business through
contracts with distributors and various other strategic business relationships
in Asia; and 

WHEREAS, the Company is seeking to increase market awareness of
the Company in European markets; and 

WHERAS, the Company is seeking to engage Consultant to assist
it in Investment Banking, Investor Relations, Business Development, and aligning
strategic alliances for the purposes of introducing the Company to the European
market; and 

WHEREAS, Consultant wishes to assist the Company by finding
strategic business relationships; and 

WHEREAS, Consultant has relationships which it can leverage to
assist the Company in strategic business development for its product in the
Asian markets; and 

WHEREAS, the Company wishes to retain Consultant to provide
such services for the consideration as set forth herein. 

NOW, THEREFORE, the parties agree as follows: 

1.           
 Appointment as Consultant 

Appointment. On the basis of the
representations, warranties and covenants contained in this Agreement, but
subject to the terms and conditions herein set forth, the Company is appointing
Consultant for the purpose of utilizing the Consultant’s extensive contacts to
structure and consummate strategic business relationships in the European
markets, in addition, to utilizing its expertise and the expertise of its
employees to bring awareness to the Company’s publicly traded common stock in
European markets, for a period of one year from the date of this Agreement (the
“Term”). The Term shall be automatically extended by both parties should the
Consultant be engaged in an ongoing negotiation with any targeted party as
instructed by the Company until the completion of such negotiation, or as
otherwise mutually agreed upon by the parties hereto. Consultant accepts the
appointment, agrees on the terms and conditions herein set forth and agrees to
use its best efforts during the Term to perform the services described
herein.

1.2         
 Scope of Appointment. Consultant, by virtue of this Agreement or
otherwise, is not an agent of the Company. As a Consultant for the Company under
this Agreement, Consultant is to: 





	1.2.1 	
      contact prospective offerees of the Company’s products
      and services;

	 	 
	1.2.2 	
      give such offerees information concerning the Company,
      its business and personnel as prescribed by the Company;

	 	 
	1.2.3 	
      introduce such prospective offerees to the Company which
      offerees who reside outside the United States and Canada invest in private
      placements of the Company;

	 	 
	1.2.4 	
      assist the Company in negotiations with prospective
      offerees;

	 	 
	1.2.5 	
      assist the Company in potential investment banking
      transactions in Europe; and

	 	 
	1.2.6 	
      introduce Orgenesis to the Asian
  markets.



               1.3      Nature
of Relationship. 

               1.3.1
Independent Contractor Status. Consultant shall be an independent
contractor and, except as expressly provided or authorized in this Agreement,
shall have no authority to act for or represent the Company. 

               1.3.2
Use of Other Consultants/Exclusivity. The Company shall be free to use
other Consultants for the offering of its products and services. However,
Consultant shall not, during the Term, provide services to any company which
offers products or services similar to those offered by the Company. 

               1.3.3
No Additional Compensation. Consultant shall not be entitled to any
compensation from or reimbursement of expenses by, the Company in connection
with the performance of Consultant’s duties hereunder, except as set forth
herein. 

2.            
Representations and Warranties of the Company. 

The Company represents, warrants and agrees with Consultant
that: 

               2.1
The Company is duly organized and validly existing corporation under the laws of
the State of Nevada, and has all requisite authority to own its property and
conduct its business as currently conducted. 

               2.2
The execution and delivery by the Company of this Agreement and the Option, and
the performance by the Company of its obligations hereunder, have been duly and
validly authorized by the Company. This Agreement has been duly and validly
executed and delivered by the Company and constitutes legal, valid and binding
obligations of the Company enforceable against the Company in accordance with
its terms. 




3.           
 Representations, Warranties and Covenants of the Consultant. 

Consultant represents, warrants and agrees with the Company
that Consultant has full power and authority to execute and deliver, to perform
its obligations under, and to consummate the transactions contemplated by this
Agreement. This Agreement is a valid and legally binding obligation of
Consultant, enforceable against it in accordance with its terms. Consultant is
not restricted or prohibited, contractually, by court order, agreement or
otherwise, from entering into and performing this Agreement, and the services to
be performed hereunder, and Consultant’s execution and performance of this
Agreement is not a violation or breach of any agreement between Consultant and
any other person or entity. 

Consultant will not trade in the securities of Company while in
possession of undisclosed material information regarding the Company, and will
keep all Company confidential information completely confidential and not
disclose to any party without Company’s written consent.

Consultant will comply with all applicable securities and other
laws, rules and regulations in carrying out its obligations under this
agreement.

4.            
Compensation.

As compensation for the successful completion of the
Consultant’s services as described herein, as determined by the Company acting
reasonably or as otherwise set out in this Agreement, the Company shall grant to
the Consultant the option to purchase up to 3,000,000 shares of the Company’s
common stock (“Option”) exercisable at $0.52 per share for a period of 3 years
from the date of this agreement (“Exercise Period”). After expiration of the
Exercise Period Consultant shall have no right to purchase the shares of common
stock underlying the Option. 

5.           
 Grant of Option. 

5.1         
 Grant of Option. Subject to the terms and conditions of this
Agreement, upon the execution of this Agreement, the Company will grant to the
Consultant the Option to purchase up to 3,000,000 shares of common stock (the
“Option Shares”) as listed in clause 4 upon the terms and conditions of this
Agreement. The Option will vest and be exercisable as follows: 

              
 a) 1,000,000
  Options (the “First Tranche”) will vest as at the date of execution of this
  Agreement; 

              
 b) in the event the Consultant exercises all 1,000,000 vested First
  Tranche Options during the first 12 months of this Agreement, the “Second
  Tranche” of 2,000,000 Option tranches will vest. 

Any Options that are not vested and will not vest as the
conditions listed above have not been fulfilled will terminate immediately, and
the Consultant will have no further rights with respect to the Options.

5.2         
 Exercise Price. The price to be paid by the Consultant for each
Option Share in the event of an exercise of all or any portion of the Option
shall be $0.52 (the “Exercise Price”) per Option Share.




5.3         
 Duration of Option. The Option for the First Tranche of 1,000,000
Options shall vest and become immediately exercisable, the Second Tranche shall
vest after full exercise of the First Tranche (provided the First Tranche is
exercised in full during the first 12 months of this Agreement), and all Options
shall expire on and no longer be exercisable three years from the date of this
Agreement.

5.4          
Exercise of Option.

5.4.1        Manner.
The Option may be exercised by the Consultant in whole or in part, subject to
the conditions contained herein, by the Consultant (i) paying in full the total
Exercise Price for the shares purchased and (ii) delivering, in person or by
registered mail, written notice of exercise to the Company substantially in the
form of the Option Exercise Form attached hereto as Exhibit A. As soon as
practicable after such notice and payment are received, the Company shall cause
the Consultant to be recorded on the books of the Company as the owner of the
Option Shares purchased, and the Company shall deliver to the Purchaser one or
more duly issued stock certificates evidencing such ownership. 

5.4.2        Payment.
At the time of exercise of this Option, the Consultant shall pay the Exercise
Price of the Option Shares by certified bank check or wire transfer in
immediately available funds made payable to the Company.

5.4.3        Shares
Restricted. The Consultant acknowledges that the Shares upon exercise of the
Options will be restricted securities under U.S. securities laws and will bear a
legend under Rule 144 promulgated under the Securities Act of 1933 as
advised by legal counsel to the Company. In the event that the Company files a
new registration statement after the execution of this Agreement for the
registration under the Securities Act of 1933 of other securities, the
Company will use reasonable efforts to include the Option Shares in the same
registration statement to register the Option Shares. The Company may determine
in its discretion or on the advice of a financial advisor that the addition of
the Option Shares would be detrimental to the Company’s interests, and in such
case it may defer the registration of the Option Shares to another registration
statement.

6.           
 Governing Law; Jurisdiction. This Agreement and the enforcement
thereof shall be governed by and construed under the laws of the State of
Nevada. The parties hereto consent to the non-exclusive jurisdiction of any
state or federal court and any appellate court from any appeal thereof in any
action or proceeding arising out of or relating to this Agreement, or the
transactions contemplated hereby. 

7.            
Termination. Consultant or the Company shall have the right to terminate
this Agreement by giving written notice to the other; provided, however, that
Consultant shall have 30 days to exercise any vested Options after termination.
The Company will not terminate this Agreement without a reasonable basis for
doing so.

8.           
 Notices. All notices provided for by this Agreement shall be made
in writing either (i) by actual delivery of the notice, or (ii) by the mailing
of the notice in the United States mail to the party's last known address, by
certified or registered mail, return receipt requested. The notice shall be
deemed to be received in case (i) on the date of its actual receipt by the party
entitled to notice and in case (ii) on the date of deposit in the United States
mail. 




9.           
 Severability. If any portion of this Agreement is held invalid or
inoperative, then, so far as is reasonable and possible (i) the remainder of
this Agreement shall be considered valid and operative and (ii) effect shall be
given to the intent manifested by the portion held invalid or inoperative. 

10.           Counterparts.
This Agreement may be executed in a number of identical counterparts, each of
which shall be deemed to be an original, but all of which constitute,
collectively, one and the same Agreement; but in making proof of this Agreement,
it shall not be necessary to produce or account for more than one counterpart.


11.          
Modification or Amendment. This Agreement may not be modified or amended
except by written agreement executed by the parties to this Agreement. 

12.          
Captions. The captions used in this Agreement are for convenience only
and shall not be construed in interpreting this Agreement. 

13.          
Parties. This Agreement shall be binding upon and inure solely to the
benefit of the parties to this Agreement, the controlling persons of the parties
and their respective successors, legal representatives, heirs and assigns, and
no other person shall have or be construed to have any legal or equitable right,
remedy or claim under or in respect of by virtue of this Agreement or any
provision contained in this Agreement. 

14.          
Entire Agreement. This Agreement contains the entire understanding
between the parties and supersedes any prior understanding or written or oral
agreements between them respecting the subject matter of this Agreement. 

15.          
Arbitration. In the event that there shall be a dispute, controversy or
claim arising out of, relating to or in connection with this Agreement or
related to the subject matter hereof, the Parties agrees that such dispute shall
be submitted to binding arbitration in New York City, under the auspices of, and
pursuant to the rules of, the American Arbitration Association as then in
effect, or such other procedures as the Parties may agree to at the time, before
a tribunal of three arbitrators, one of which shall be selected by each of the
Parties to the dispute and the third of which shall be selected by the two
arbitrators so selected. Any award issued as a result of such arbitration shall
be final and binding between the Parties, and shall be enforceable by any court
having jurisdiction over the Party against whom enforcement is sought. 

16.          
Indemnification. 

               a.
Indemnification of Company by Consultant. Consultant agrees to indemnify and
hold harmless the Company and its officers, directors, employees and agents, up
to the amount of compensation received under this Agreement, against any and all
loss, liability, claims, damage and expense, including reasonable attorney fees,
arising out of or based upon Finder’s breach of this Agreement. 




               b.
Indemnification of Consultant by Company. The Company agrees to indemnify and
hold harmless Consultant, against any and all loss, liability, claims, damage
and expense, including reasonable attorney fees, arising out of or based on this
Agreement, including, but not limited to (1) a breach of this Agreement by the
Company or (2) any claims arising out of Consultant’s performance of services
under this Agreement, provided such performance was lawful, in compliance with
the Company’s instructions and made in good faith. 

IN WITNESS WHEREOF, the undersigned have executed this
Agreement on the date set opposite their respective signatures below, but
effective as provided herein. 

	Orgenesis, Inc. 	 	Aspen Agency Limited 
	 	 	 
	By: 	/s/
      Vered Caplan 	 	By: 	/s/
      Charles van Musscher 
	 	 	 	 	 
	Name: 	Vered
      Caplan 	 	Name: 	Charles van Musscher 
	 	 	 	 	 
	Title: 	CEO 	 	Title: 	Director 
	 	 	 	 	 
	Date: 	April
      3, 2014 	 	Date: 	April
      3, 2014 






EXHIBIT A 
OPTION EXERCISE FORM 


         
  This Option Exercise Form (this “Agreement”) by and between the
undersigned optionee, Aspen Agency Limited, a Hong Kong registered corporation
(the “Optionee”), and the undersigned optionor, Orgenesis, Inc. (the “Company”),
is executed and delivered pursuant to the Consulting Agreement (“Agreement”)
dated April 3, 2014 by and between the Optionee and the Company. 

      
     Subject to the foregoing, the Optionee hereby
purchases _________________shares (the “Option Shares”) of common stock of the
Company pursuant to that certain option (the “Option”) granted to the Optionee
under the Agreement. Such shares are purchased at a per share exercise price of
$0.52 per share (“Exercise Price”). 

        
   Concurrently upon the delivery of this Agreement to the
Company, the Optionee is delivering the Exercise Price multiplied by the number
of shares purchased by Optionee to the Company in accordance with and in the
manner set forth in the Agreement. Upon receipt of this notice and payment, the
Company hereby agrees to immediately (i) cause the Optionee to be recorded on
the books of the Company as the owner of the Option Shares purchased, and (ii)
deliver to the Optionee one or more duly issued stock certificates evidencing
such ownership.

           
Dated: [__________________] 

	 	Aspen Agency Limited, 
	 	Optionee 
	 	 
	 	By:
      _____________________________________________
	 	 
	 	 
	 	  
	 	Receipt Acknowledged By: 
	 	 
	 	Orgenesis, Inc. 
	 	 
	 	 
	 	By:
      _____________________________________________