Exhibit 10.1
[LETTERHEAD OF ORGENESIS]
April 2nd, 2012
Corax Management, Inc.(the "CONSULTANT")
Attention: Xxx Xxxxxx
Xxxxxxx, MD, U.S.A.
Dear Sir:
RE: Consulting Agreement for Director of Orgenesis Inc.
This letter confirms the terms of the consulting agreement between the
Consultant and Orgenesis Inc., a Nevada SEC reporting company which is publicly
traded in the United States ("Orgenesis"). You have agreed to provide Xxx Xxxxxx
to be a director of Orgenesis, and have agreed to ensure that he undertakes the
duties and responsibilities of a director.
In consideration of your provision of Xxx Xxxxxx as a director, Orgenesis will
pay to the Consultant a signing bonus of USD$5,000 and starting April 2012, a
gross monthly fee of USD$2500. In addition, the Consultant is entitled to
payment for Xxx Xxxxxx'x attendance at Board meetings including those conducted
in person or by conference call at the rate of $300 for the first hour of
attendance and $200 for each additional hour or portion of an hour. As well, you
will be entitled to stock options as per the policy set for director stock
options to be established by the Company. The options can be exercised for 5
years and will be subject to the terms of the Orgenesis stock option plan to be
adopted soon (the "Plan"), and will vest over time as set out in the Plan. Note
that as a director of a reporting company, Xxx Xxxxxx will be required to file
insider reports and otherwise comply with all SEC rules and procedures.
You will be reimbursed for all reasonable business expenses that are incurred by
you on behalf of Orgenesis provided the expenses are pre-approved by management.
Please sign a copy of this letter and have Xx. Xxxxxx sign the attached Consent
indicating acceptance.
Yours truly,
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Director
Agreed
/s/ Xxx Xxxxxx
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Xxx Xxxxxx
Corax Management, Inc.
-2-
CONSENT TO ACT AS DIRECTOR
TO: ORGENESIS, INC. (the "Corporation")
1. I hereby consent to my appointment as a director of the Corporation.
2. I hereby confirm that as of this date, I am not disqualified from acting as
a director pursuant to the laws of the State of Nevada. This consent shall
be effective as of this date and shall remain effective until revoked by
notice in writing to the Corporation at its registered office.
This consent may be sent by electronic facsimile transmission and shall be
deemed to be an original.
DATED as of the 1st day of April, 2012
/s/ Xxx Xxxxxx
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XXX XXXXXX
Address: 0 Xxxxxxx Xxx X,
Xxxxxxx XX, 00000 XXX
