UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON,~~
Washington, D.C. 20549

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a ~~Party~~party other than the Registrant [ ]
Check the appropriate ~~box:~~ box:
[ ]X] Preliminary ~~Proxy Statement~~ proxy statement
[ ] Confidential, For ~~Use~~use of the ~~[X] Definitive Proxy Statement~~ Commission ~~Only~~only (as permitted ~~[ ] Definitive Additional Materials~~ by Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting ~~Material Pursuant~~material pursuant to Rule 14a-11(c) or Rule 14a-12 ~~BUSINESS OUTSOURCING SERVICES~~

ORGENESIS INC. ~~-------------------------------------------------------------------------------- (Name~~
(Name of Registrant as Specified Inin Its Charter) ~~-------------------------------------------------------------------------------- (Name~~
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of ~~Filing Fee~~filing fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------------------- 5) Total fee paid: -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. 1) Amount previously paid: ------------------------------------------ 2) Form, Schedule or Registration Statement No.: -------------------- 3) Filing Party: ---------------------------------------------------- 4) Date Filed: ------------------------------------------------------ ~~BUSINESS OUTSOURCING SERVICES~~

ORGENESIS INC. ~~1001 SW 5th Avenue, Suite 1100 Portland, OR 97204~~
20271 Goldenrod Lane
Germantown, Maryland 20876

NOTICE OF ~~SPECIAL~~THE 2018 ANNUAL MEETING OF STOCKHOLDERS ~~TO BE HELD ON SEPTEMBER 2, 2011 Dear Stockholder: Our special~~
to be held October 23, 2018

The 2018 annual meeting (the “Annual Meeting”) of stockholders of Orgenesis Inc. (the “Company”) will be held at the offices of Pearl Cohen Zedek Latzer Baratz, 1500 Broadway, New York, NY 10036, on ~~SEPTEMBER 2, 2011,~~October 23, 2018 at 10:00 ~~AM (Pacific Time) at 800-885 West Georgia Street, Vancouver, BC Canada V6C 3H1 for~~a.m. local time. At the Annual Meeting, stockholders will act on the following purposes: 1. To consider and, if thought fit, to pass a resolution to amend the Articles of Incorporation of the Company by filing a Certificate of Amendment with the Secretary of State of Nevada to correct certain errors in the Articles and add new provisions, as more particularly described in the Proxy Statement; 2. To consider and, if thought fit, to pass a resolution to adopt the Amended and Restated Bylaws; and 3. To transact such other business as may properly come before the special meeting or any adjournment thereof. Thesematters:

The foregoing items of business are more fully described in the ~~proxy statement accompanying~~Proxy Statement that accompanies this ~~notice. Our board of directors~~Notice. The Board has fixed the close of business on ~~JULY 27, 2011~~August 24, 2018 as the record date for the determination of ~~the~~ stockholders entitled to notice of, and to vote at, the ~~special meeting~~Annual Meeting or any adjournment thereof. Only ~~the~~ stockholders of record at the close of business on the record date are entitled to vote at the special meeting. WHETHER OR NOT YOU PLAN ON ATTENDING THE SPECIAL MEETING, WE ASK THAT YOU COMPLETE, DATE, SIGN, AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK, OR OTHER NOMINEE, PLEASE FOLLOW THE VOTING INSTRUCTION SENT TO YOU BY YOUR BROKER, BANK, OR OTHER NOMINEE IN ORDER TO VOTE YOUR SHARES. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE SPECIAL MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK, OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE SPECIAL MEETING, YOU MUST OBTAIN A VALID PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER. Sincerely, BY ORDER OF THE BOARD OF DIRECTORS /s/ Guilbert Cuison ---------------------------------- Guilbert Cuison President, Secretary Director August 18, 2011 BUSINESS OUTSOURCING SERVICES INC. 1001 SW 5th Avenue, Suite 1100 Portland OR 97204 PROXY STATEMENT SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 2, 2011 QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING OF STOCKHOLDERS WHY AM I RECEIVING THESE MATERIALS? The board of directors of Business Outsourcing Services Inc. ("we", "us", or "our") is soliciting proxies for use at the special meeting of stockholders to be held on SEPTEMBER 2, 2011, at 10:00 AM (Pacific Time) at 800-885 West Georgia Street, Vancouver, BC Canada V6C 3H1 or at any adjournment of the special meeting. These materials are expected to be first sent or given to our stockholders on or about AUGUST 23, 2011. WHAT IS INCLUDED IN THESE MATERIALS? These materials include: * the notice of the special meeting of stockholders; * this proxy statement for the special meeting of stockholders; and * the proxy card. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 2, 2011 WHAT ITEMS WILL BE VOTED ON AT THE SPECIAL MEETING? Our stockholders will vote on: * the approval of the filing of a Certificate of Amendment to the Articles of Incorporation; and * the approval of Amended and Restated Bylaws. WHAT DO I NEED TO DO NOW? We urge you to carefully read and consider the information contained in this proxy statement. We request that you cast your vote on each of the proposals described in this proxy statement. You are invited to attend the special meeting, but you do not need to attend the special meeting in person to vote your shares. Even if you do not plan to attend the special meeting, please complete, sign and return your proxy card. WHO CAN VOTE AT THE SPECIAL MEETING? Our board of directors (the "Board") has fixed the close of business on July 27, 2011 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the ~~special meeting~~Annual Meeting. This Notice, the Proxy Statement and the form of proxy are first being mailed to stockholders on or ~~any adjournment.~~about ••, 2018.

Regardless of whether you plan to attend the Annual Meeting, please vote your shares as soon as possible so that your shares will be voted in accordance with your instructions. For specific voting instructions, please refer to the instructions on the proxy card that was mailed to you. If you ~~were~~attend the meeting, you will have the right to revoke the proxy and vote your shares in person.

This Proxy Statement is being furnished in connection with the solicitation of proxies on behalf of the Board (the “Board”) of Orgenesis Inc., a Nevada corporation (the “Company”, “Orgenesis”, “we”, or “us”) for use at our 2018 annual meeting (the “Annual Meeting”) of stockholders to be held at the offices of Pearl Cohen Zedek Latzer Baratz, 1500 Broadway, New York, NY 10036, on October 23, 2018 at 10:00 a.m. local time, and any adjournment thereof. We will bear the cost of soliciting proxies.

Orgenesis has delivered printed versions of these materials to you by mail or made them available electronically in connection with the solicitation of proxies on behalf of its Board of Directors (the “Board”) for use at its Annual Meeting. This Proxy Statement describes the matters on which you, as a stockholder, are entitled to vote. It also gives you information on these matters so that you can make an informed decision.

When will the Proxy Statement and the form of ~~record~~proxy be first mailed to stockholders?

The Proxy Statement and the form of proxy are first being mailed to stockholders on or about ••, 2018.

Stockholders will vote on the ~~record date, you~~following proposals at the Annual Meeting, if each is properly presented at the meeting:

The Board’s recommendation is set forth together with the description of each proposal in this Proxy Statement. In summary, the Board recommends a voteFOR Proposal Nos. 1, 2, 3, and 4.

Only stockholders of record at the close of business on the record date, ~~2,300,000~~August 24, 2018, may vote at the Annual Meeting. There were 14,988,948 shares of our common stock ~~were issued and~~ outstanding ~~and, therefore,~~on August 24,2018. During the ten days before the Annual Meeting, you may inspect a ~~total~~list of ~~2,300,000 votes~~stockholders eligible to vote at our corporate headquarters located at 20271 Goldenrod Lane, Germantown, Maryland 20876. If you would like to inspect the list, please call Neil Reithinger, the Company’s Secretary, at (480) 659-6404 to arrange a visit to our offices for the inspection. All stockholders are ~~entitled~~cordially invited to ~~be cast at~~attend the ~~special meeting. 1~~ ~~HOW MANY VOTES DO I HAVE? On each proposal to be voted upon, you have one vote for each~~Annual Meeting.

Each outstanding share of our common stock ~~that you owned~~will be entitled to one vote on each matter considered at the Annual Meeting.

What is the difference between holding shares as a stockholder of record ~~date. There is no cumulative voting. HOW DO I VOTE MY SHARES?~~ and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Securities Transfer Corporation, you are the stockholder of record with respect to those shares, and the Proxy Statement and the form of proxy have been sent directly to you.

Many stockholders hold their shares through a broker, trustee or other nominee, rather than directly in their own name. If your shares are held in a brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name.” The Proxy Statement and the form of voting instruction card has been forwarded to you by your broker, trustee or other nominee who is considered, with respect to those shares, the stockholder of record.

As the beneficial owner, you have the right to direct your broker, trustee or other nominee on how to vote your shares. For directions on how to vote shares beneficially held in street name, please refer to the voting instruction card provided by your broker, trustee or other nominee. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the ~~special meeting or by proxy. * To vote in person, come to the special meeting and we will give~~Annual Meeting unless you a ballot when you arrive. * If you do not wish to vote in person or you will not be attending the special meeting, you may vote by proxy. Please complete, date, sign, and return by mail the enclosed proxy card to the offices of our transfer agent, Routh Stock Transfer, Inc., at 6860 North Dallas Parkway, Suite 200, Plano, Texas 75024. To be represented at the special meeting, the enclosed proxy must be deposited at the offices of our transfer agent at least 48 hours (excluding Saturdays, Sundays, and holidays) before the special meeting or be presented at the special meeting. If you hold your shares in "street name", you may vote in person at the special meeting or by proxy, in the manner prescribed by your broker, bank or other nominee. * You wish to vote in person at the special meeting, you must obtain a ~~valid~~legal proxy issued in your name from ~~your~~the broker, ~~bank,~~trustee or other nominee that holds your shares, giving you the right to vote the shares at the ~~special meeting. * If~~Annual Meeting.

Brokers, trustees, or other nominees who hold shares in street name for customers have the discretion to vote those shares with respect to certain matters if they have not received instructions from the beneficial owners. Brokers, trustees, or other nominees will have this discretionary authority with respect to “routine” matters such as the ratification of the appointment of our independent registered public accounting firm, Kesselman & Kesselman, which is the only matter scheduled for this Annual Meeting for which such nominees have voting authority. However, brokers, trustees, or other nominees will not have this discretionary authority with respect to non-routine matters. The election of a director (Proposal No. 1), the approval of the Stockholders’ Agreement Terms and the potential exercise by GPP-II of its rights under the Stockholders’ Agreement (as described in this Proxy Statement) (Proposal No. 2), the approval of the potential future issuance of the Company’s common stock upon the exercise of an option by GPP-II to exchange Masthercell Global Preferred Stock pursuant to the terms of the Stockholders’ Agreement without the need for any limitation or cap on issuances as required by and in accordance with Nasdaq Listing Rule 5635 (Proposal No. 3) are each a “non-routine” matter for which discretionary voting power does not exist under applicable rules. A broker, trustee or other nominee cannot vote without instructions on non-routine matters, and therefore, broker non-votes may exist in connection with Proposal No. 1, Proposal No. 2, and/or Proposal No. 3. Thus, if you hold your shares beneficially in street name and you do not ~~wish to vote in person or if you will not be attending the special meeting, you must vote your shares in the manner prescribed by~~instruct your broker, bank or other nominee. Your broker, bank or other nominee should have enclosed or otherwise provided a voting instruction card for you to use in directing the broker, bank or nominee how to vote your shares. WHAT IS THE DIFFERENCE BETWEEN A STOCKHOLDER OF RECORD AND A "STREET NAME" HOLDER? If your shares are registered directly in your name with our transfer agent, Routh Stock Transfer, Inc., then you are a stockholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank, or other nominee, then the broker, bank, or other nominee is the stockholder of record with respect to those shares. However, you still are the beneficial owner of those shares, and your shares are said to be held in "street name." Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank,trustee or other nominee how to vote ~~their shares. Street~~with respect to Proposal No. 1, Proposal No. 2,and/or Proposal No. 3, no votes will be cast on your behalf. We encourage you to provide instructions to your bank, brokerage firm, or other nominee by voting your proxy. This action ensures that your shares will be voted in accordance with your wishes at the Annual Meeting.

If you are a record holder, meaning your shares are registered in your name ~~holders~~and not in the name of a broker, trustee or other nominee, you may vote or submit a proxy:

The Annual Meeting will be held on October 23, 2018, beginning at 10:00 a.m. Eastern Time, at the offices of Pearl Cohen Zedek Latzer Baratz, 1500 Broadway, New York, NY 10036. Information on how to vote in person at the Annual Meeting is discussed above under the caption “How can you vote?” Each stockholder who wishes to attend the ~~special meeting. WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?~~ Annual Meeting will be required to present valid government-issued photo identification to be admitted to the Annual Meeting.

If you have signed and returned the enclosed proxy card, you may revoke it at any time before it is voted by: (i) submitting to us a properly executed proxy bearing a later date; (ii) submitting to us a written revocation of the proxy; or (iii) voting in person at the Annual Meeting.

If you are the beneficial owner of shares held in street name, you must submit new voting instructions to your broker, trustee, or other nominee in accordance with the instructions you have received from them.

The last proxy or vote that we receive from you will be the vote that is counted.

A proxy is a person you appoint to vote on your behalf. By using any of the methods discussed above, you will be appointing as your proxies Vered Caplan and Neil Reithinger. They may act together or individually on your behalf, and will have the authority to appoint a substitute to act as proxy. If you are unable to attend the Annual Meeting, please use the means available to you to vote by proxy so that your shares of common stock may be voted.

The persons acting as proxies pursuant to the proxy card will vote the shares represented as directed in the signed proxy card. Unless otherwise directed in the proxy card, the proxy holders will vote the shares represented by the proxy card: (i)FOR the election of the five director nominees named in this Proxy Statement (Proposal No. 1); (ii)FOR approval of the Stockholders’ Agreement Terms and the potential exercise by GPP-II of its rights under the Stockholders’ Agreement, each as described in the Proxy Statement (Proposal No. 2); (iii) FORapproval of the potential future issuance of the Company’s common stock upon the exercise of an option by GPP-II to exchange Masthercell Global Preferred Stock pursuant to the terms of the Stockholders’ Agreement without the need for any limitation or cap on issuances as required by and in accordance with Nasdaq Listing Rule 5635 (Proposal No. 3); (iv)FOR ratification of the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the independent registered public accounting firm to audit our financial statements for the fiscal year ending November 30, 2018 (Proposal No. 4); and (v)FOR in the proxy holders’ discretion, on any other business that may come properly before the Annual Meeting and any adjournment or postponement thereof.

A quorum will be present at the Annual Meeting if holders of one-third of the shares of common stock outstanding on the record date are represented at the Annual Meeting in person or by proxy. A quorum is necessary in order to conduct the Annual Meeting. If you choose to have your shares represented by proxy at the Annual Meeting, you will be considered part of the quorum. Broker non-votes and abstentions will be counted as present for the purpose of establishing a quorum. If a quorum is not present at the Annual Meeting, the stockholders present in person or by proxy may adjourn the meeting to a date when a quorum is present. If an adjournment is for more than ~~one proxy card, it means that you hold shares registered in more than one name~~thirty days or ~~in different accounts. To ensure that all~~a new record date is fixed for the adjourned meeting, we will provide notice of ~~your shares are voted, complete, date, sign, and return~~the adjourned meeting to each ~~proxy card. If some~~stockholder of ~~your shares are held in "street name," you should have received voting instruction with these materials from your broker, bank or other nominee. Please follow~~record entitled to vote at the ~~voting instruction provided to ensure that your~~Annual Meeting.

What vote is ~~counted. WHAT VOTE IS REQUIRED~~ required to approve each matter and how are votes counted?

We have ~~discretionary voting power with respect~~engaged Issuer Direct Corporation (“ISD”) as our independent agent to that proposal and has not received instructions with respect to that proposal from the beneficial owner of those shares, despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions. WHAT HAPPENS IF I DO NOT MAKE SPECIFIC VOTING CHOICES?tabulate stockholder votes. If you are a stockholder of record, and you ~~submit a signed~~choose to vote over the Internet, by telephone or fax, ISD will access and tabulate your vote electronically, and if you choose to sign and mail your proxy card, ~~without specifying how you want~~your executed proxy card is returned directly to ~~vote your shares, the proxy holders will vote your shares in the manner recommended by our Board on all proposals. If~~ISD for tabulation. As noted above, if you hold your shares ~~in the street name and you do not give instructions to~~through a broker, your broker ~~bank or other nominee to vote your shares, under the rules that govern brokers, banks, and other nominees who are the stockholders~~(or its agent for tabulating votes of ~~record of the~~ shares held in street name, as applicable) returns one proxy card to ISD on behalf of all its clients.

Why are you being asked to ratify the appointment of Kesselman & Kesselman as our independent registered public accounting firm?

Although stockholder approval of the Audit Committee’s selection of Kesselman & Kesselman as our independent registered public accounting firm is not required, we believe that it ~~generally~~is advisable to give stockholders an opportunity to ratify this selection. If this Proposal No. 4 is not approved at the Annual Meeting, the Audit Committee has agreed to reconsider its selection of Kesselman & Kesselman, but will not be required to take any action.

We do not know of any other matters that may come before the Annual Meeting other than the aforementioned matters. If any other matters are properly presented to the Annual Meeting, the persons named as proxies in the proxy card intend to vote ~~uninstructed shares~~or otherwise act in accordance with their judgment on ~~routine matters but have no discretion to vote them on non-routine matters. WHAT IS THE QUORUM REQUIREMENT? A quorum of stockholders is necessary to hold a valid meeting. A quorum~~the matter.

Voting results will be ~~present if holders~~reported in a current report on Form 8-K, which we will file with the SEC within four business days following the Annual Meeting.

Who is soliciting proxies, how are they being solicited, and who pays the cost?

The solicitation of ~~at least a majority~~proxies is being made on behalf of our Board and we will pay the expenses of the ~~stock issued~~preparation of proxy materials and ~~outstanding~~the solicitation of proxies for the Annual Meeting. In addition to the solicitation of proxies by mail, solicitation may be made by certain of our directors, officers or employees who will not receive additional compensation for those services, telephonically, electronically or by other means of communication. We will reimburse brokers and ~~entitled~~other nominees for costs incurred by them in mailing proxy materials to ~~vote~~beneficial owners in accordance with applicable rules.

Who is our independent registered public accounting firm, and will they be represented at the ~~special meeting~~Annual Meeting?

Kesselman & Kesselman served as our independent registered public accounting firm for the fiscal year ended November 30, 2017 and audited our financial statements for such year. We do not expect that any representatives of Kesselman & Kesselman will be available at the Annual Meeting. They will have an opportunity to make a statement, if they desire, and will be available to answer appropriate questions after the Annual Meeting.

What is “householding” and where can you obtain additional copies of the ~~record date~~proxy materials?

For information about householding and how to request additional copies of proxy materials, please see the section captioned ‘“HOUSEHOLDING” OF PROXY MATERIALS’.

Who can you contact if you have other questions about the Annual Meeting or voting?

You may contact the Company by writing to Orgenesis Inc., 20271 Goldenrod Lane, Germantown, MD 20876, Attn: Secretary, or by calling the Secretary of the Company at (480) 659-6407.

If you receive more than one set of proxy materials, your shares are ~~present~~likely registered in more than one name or brokerage account. Please follow the voting instructions on each proxy or voting instruction card that you receive to ensure that all of your shares are voted.

The persons named below have been nominated for election as directors by the Board. If elected, each nominee will hold office until the 2019 Annual Meeting of the stockholders or until his or her successor is duly elected and qualified.

The election of a director requires a plurality of the votes of the shares cast in person or represented by ~~proxy. Your shares~~proxy at the Annual Meeting. Accordingly, the directorships to be filled at the Annual Meeting will be ~~counted towards~~filled by the ~~quorum requirement only if you~~five nominees receiving the highest number of votes cast “FOR” such nominee. In the election of a director, votes may be cast in favor of or withheld with respect to the ~~registered holder of your shares, properly submit a valid proxy card by mail or present in person at the special meeting. Votes~~nominee; votes that are ~~abstained~~withheld and broker non-votes will be ~~counted~~excluded entirely from the vote and will therefore have no effect on the outcome of the vote.

It is the intention of the persons named in the proxy to voteFOR the election of the five persons named in the table below as directors of the Company, unless authority to do so is withheld. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If events not now known or anticipated make any of the nominees unwilling or unable to serve, the proxy will be voted (in the discretion of the persons named therein) for other nominees not named herein in lieu of those unwilling or unable to serve. The Board is not aware of any circumstances likely to cause any nominee to become unavailable for election.

The following table sets forth the name, age, the position they hold, and the year in which they began serving as a Director of the Company for each director nominee:

THE BOARD UNANIMOUSLY RECOMMENDS A VOTEFOR THE ELECTION AS DIRECTORS OF ALL OF THE ABOVE NOMINEES FOR THE DIRECTORS AND PROXIES THAT ARE RETURNEDWILL BE SO VOTED UNLESS OTHERWISE INSTRUCTED.

The business experience, principal occupations and employment, as well as the periods of service, of each of the Company’s directors during at least the last five years are set forth below.

Vered Caplan has served as the Chairperson of the Board and our Chief Executive Officer since August 14, 2014, prior to which she was Interim President and Chief Executive Officer since December 23, 2013. She joined our Board in February 2012. She also currently serves as a director of Masthercell Global Inc. (since June 2018), Atvio Biotech Ltd. (since July 2016), MaSTherCell S.A. (since March 2015) and Nehora Photonics Ltd. (since May 2008). From March 2014 to January 2016, Ms. Caplan was a director of Peak Pharmaceuticals, Inc. From 2008 to 2014, Ms. Caplan was Chief Executive Officer of Kamedis Ltd. From April 2012 to October 2012, Ms. Caplan was a director of Mabcure. From May 2008 to July 2014, Ms. Caplan was a director of Eve Medical Systems Ltd. From 2004 to 2007, Ms. Caplan was Chief Executive Officer of GammaCan International Inc. Ms. Caplan has a M.Sc. in biomedical engineering from Tel Aviv University specializing in signal processing; management for engineers from Tel Aviv University specializing in business development; and a B.Sc. in mechanical engineering from the Technion – Israel Institute of Technology (“Technion”) specialized in software and cad systems. We believe that Ms. Caplan’s significant experience relating to our industry and a deep knowledge of our business, based on her many years of involvement with the Company, makes her desirable to serve as a director of the Company.

Guy Yachin has served as a director since April 2, 2012. Mr. Yachin has served as the President and Chief Executive Officer of Serpin Pharma, a clinical stage Virginia-based company focused on the development of anti-inflammatory drugs, since April 2013. He served as the Chief Executive Officer of NasVax Ltd., a company focused on the development of improved immunotherapeutics and vaccines, from October 2011 to March 2013. Prior to joining NasVax, Mr. Yachin served from January 2008 to September 2011 as Chief Executive Officer of MultiGene Vascular Systems Ltd., a cell therapy company focused on blood vessels disorders, leading the company through clinical studies in the U.S. and Israel, financial rounds, and a keystone strategic agreement with Teva Pharmaceuticals Industries Ltd. He was a founder and served as Chief Executive Officer from April 2001 to July 2007 of Chiasma Inc., a biotechnology company focused on the oral delivery of macromolecule drugs, where he built the company’s presence in Israel and the U.S., concluded numerous financial rounds, and guided the company’s strategy and operation for over six years. From January 1997 to March 2001 he served as Chief Executive Officer of Naiot Technological Center Ltd., and provided seed funding and guidance to more than a dozen biomedical startups such as Remon Medical Technologies Ltd., Enzymotec Ltd. and NanoPass Technologies Ltd. He holds a BSc. in Industrial Engineering and Management and an MBA from the Technion – Israel Institute of Technology. From March 2014 to April 2016, Mr. Yachin served on the board of Peak Pharmaceuticals, Inc. We believe Mr. Yachin is qualified to serve on our Board of Directors because of his education, experience within the life science industry and his business acumen in the public markets.

Dr. David Sidransky has served as a director since July 18, 2013. Dr. Sidransky is a renowned oncologist and research scientist named and profiled by TIME magazine in 2001 as one of the top physicians and scientists in America, recognized for his work with early detection of cancer. Since 1994, Dr. Sidransky has been the Director of the Head and Neck Cancer Research Division at Johns Hopkins University School of Medicine’s Department of Otolaryngology and Professor of Oncology, Cellular & Molecular Medicine, Urology, Genetics, and Pathology at the John Hopkins University School of Medicine. Dr. Sidransky is a founder of a number of biotechnology companies and holds numerous biotechnology patents. From January 2005 to October 2008, Dr. Sidransky served as a director of ImClone Systems, Inc., a global biopharmaceutical company committed to advancing oncology care, until the merger with Eli Lilly in October 2008. He is serving, or has served on, the scientific advisory boards of MedImmune, LLC, F. Hoffmann-La Roche AG (Roche), Amgen Inc. and Veridex, LLC (a Johnson & Johnson diagnostic company), among others and has served on the board of Galmed Pharmaceuticals Ltd. since July 2014 and Rosetta Genomics Ltd. from December 2009 to November 2017 and has chaired the boards of Advaxis, Inc. since July 2013 and Champions Oncology, Inc. from October 2007 to November 2016 and has served as Lead Director of Champions Oncology, Inc. since November 2016.Dr. Sidransky served as Director from 2005 until 2008 of the American Association for Cancer Research (AACR). He was the chairperson of AACR International Conferences during the years 2006 and 2007 on Molecular Diagnostics in Cancer Therapeutic Development: Maximizing Opportunities for Personalized Treatment. Dr. Sidransky is the recipient of a number of awards and honors, including the 1997 Sarstedt International Prize from the German Society of Clinical Chemistry, the 1998 Alton Ochsner Award Relating Smoking and Health by the American College of Chest Physicians, and the 2004 Richard and Hinda Rosenthal Award from the American Association of Cancer Research. We believe Mr. Sidransky is qualified to serve on our Board of Directors because of his education, medical background, experience within the life science industry and his business acumen in the public markets.

Yaron Adler has served as a director since April 17, 2012. In 1999, Mr. Adler co-founded IncrediMail Ltd. and served as its Chief Executive Officer until 2008 and President until 2009. In 1999, prior to founding IncrediMail, Mr. Adler consulted Israeli startup companies regarding Internet products, services and technologies. Mr. Adler served as a Product Manager from 1997 to 1999, and as a software engineer from 1994 to 1997, at Tecnomatix Technologies Ltd., a software company that develops and markets production engineering solutions to complex automated manufacturing lines that fill the gap between product design and production, and which was acquired by UGS Corp. in April 2005. In 1993, Mr. Adler held a software engineer position at Intel Israel Ltd. He has a B.A. in computer sciences and economics from Tel Aviv University. We believe Mr. Adler is qualified to serve on our Board of Directors because of his education, success with early-stage enterprises and his business acumen in the public markets.

Ashish Nanda has served as a director since February 22, 2017. Since 1990, Mr. Nanda has been the Managing Director of Innovations Group, one of the largest outsourcing companies in the financial sector that employs close to 14,000 people working across various financial sectors. Prior to that, from 1991 to 1994, Mr. Nanda held the position of Asst. Manager Corporate Banking at Emirates Banking Group where he was involved in establishing relationship with business houses owned by UAE nationals and expatriates in order to set up banking limits and also where he managed portfolios of USD $26 billion. Mr. Nanda holds a Chartered Accountancy from the Institute of Chartered Accountants from India. We believe that Mr. Nanda is qualified to serve on our Board because of his business experience and strategic understanding of advancing the valuation of companies in emerging industries.

Pursuant to an agreement entered into between the Company and Image Securities FZC (“Image”), Image was granted the right to nominate a director to the Company’s Board of Directors. See the Private Placement Subscription Agreement dated January 26, 2017 between Orgenesis Inc. and Image Securities FZC, included as an exhibit on our Quarterly Report for the period ended February 28, 2017, filed on April 19, 2017. Mr. Nanda is being nominated for a directorship at the Annual Meeting in compliance with our contractual undertakings.

The executive officers of the Company are responsible for the day-to-day management of the Company. The following table lists the names and positions of our executive officers.

Name	Age	Position
Vered Caplan	50	Chief Executive Officer, President and Director
Neil Reithinger	48	Chief Financial Officer, Secretary and Treasurer
Sarah Ferber	63	Chief Scientific Officer
Denis Bedoret	37	General Manager of MaSTherCell, S.A.

The biographical information for each of Dr. Bedoret, Ms. Ferber and Mr. Reithinger is set forth below.

Dr. Denis Bedoret has served as General Manager of MaSTherCell, S.A. (“Masthercell Belgium”), our subsidiary, since July 6, 2017. Dr. Bedoret joined Masthercell Belgium in October 2016 as Chief Business and Administration Officer. Prior to joining Masthercell Belgium, from January 2014 to September 2016, he held the position of Chief Operations Officer at Quality Assistance, a leading European analytical contract research organization where he was also member of the board of directors. Between September 2011 and January 2014, Dr. Bedoret served as an Engagement Manager at McKinsey & Company, focusing on bio-pharmaceutical projects. Through those experiences, he gained a strong expertise in biologicals, FDA and EMA regulations, as well as team management. He holds a degree in Veterinary Medicine, a Ph.D. in Life Sciences from ULg and a post-doctorate degree in Immunology from Harvard Medical School.

Prof. Sarah Ferber has served as our Chief Scientific Officer since February 2, 2012. Prof. Ferber studied biochemistry at the Technion under the supervision of Professor Avram Hershko and Professor Aharon Ciechanover, winners of the Nobel Prize in Chemistry in 2004. Prof. Sarah Ferber received TEVA, LINDNER, RUBIN and WOLFSON awards for this research. Prof. Ferber’s research work has been funded over the past 15 years by the JDRF, the Israel Academy of Science Foundation (ISF), BIODISC and DCure.

Neil Reithinger was served as our Chief Financial Officer, Secretary and Treasurer since August 1, 2014. Mr. Reithinger is the Founder and has served as President of Eventus Advisory Group, LLC, a private, Chief Financial Officer-services firm incorporated in Arizona, which specializes in capital advisory and SEC compliance for publicly-traded and emerging growth companies, since December 2009. He has also served as the President of Eventus Consulting, P.C., a registered CPA firm in Arizona, since January 2012. Prior to forming Eventus, Mr. Reithinger served as Chief Operating Officer & Chief Financial Officer from March 2009 to December 2009 of New Leaf Brands, Inc., a branded beverage company, Chief Executive Officer of Nutritional Specialties, Inc. from April 2007 to October 2009, a nationally distributed nutritional supplement company that was acquired by Nutraceutical International, Inc., Chairman, Chief Executive Officer, President and director of Baywood International, Inc. from January 1998 to March 2009, a publicly-traded nutraceutical company and Controller of Baywood International, Inc. from December 1994 to January 1998. Mr. Reithinger earned a B.S. in Accounting from the University of Arizona and is a Certified Public Accountant. He is a Member of the American Institute of Certified Public Accountants and the Arizona Society of Certified Public Accountants.

There are no family relationships between the executive officers and directors of the Company.

The following table sets forth for each director certain information concerning his or her compensation for the fiscal year ended November 30, 2017:

	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)	Option Awards ($)⁽²⁾	Non-equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All other Compensation ($)	Total ($)
Vered Caplan	38,130	-	-	-	-	-	38,130
Guy Yachin	31,130	-	139,590	-	-	-	170,720
Yaron Adler	905	-	139,590	-	-	-	140,495
Dr. David Sidransky	1,055	-	139,590	-	-	-	140,645
Hugues Bultot⁽³⁾	680	-	139,590	-	-	-	140,270
Ashish Nanda	-	-	-	-	-	-	-
Etti Hanochi⁽⁴⁾	-	-	-	-	-	-	-

All directors receive reimbursement for reasonable out of pocket expenses in attending Board meetings and for participating in our business.

On February 2, 2012, we entered into a compensation agreement with Ms. Caplan (the “Caplan Compensation Agreement”). Pursuant to the Caplan Compensation Agreement, Ms. Caplan serves as a member of the Board for a gross salary of NIS (Israeli Shekel) 10,000 per month, which is approximately $2,739.

On April 2, 2012, we entered into an agreement with Mr. Yachin to serve as a member of the Board for consideration of $2,500 per month and an additional payment for every Board meeting at the rate of $300 for the first hour of attendance and $200 for each additional hour or portion of an hour.

On April 17, 2012, we entered into an agreement with Mr. Adler to serve as a member of our Board. In consideration for Mr. Adler’s services, we pay for his attendance at Board meetings at the rate of $300 for the first hour of attendance and $200 for each additional hour or portion of an hour.

On July 17, 2013 we entered into an agreement with Dr. Sidransky to serve as a member of our Board. In consideration for Dr. Sidransky’s services, we pay for his attendance at Board meetings at the rate of $300 for the first hour of attendance and $200 for each additional hour or portion of an hour.

On June 18, 2015, we entered into an agreement with Mr. Bultot to serve as a member of our Board. In consideration for Mr. Bultot’s services, we agreed to pay for his attendance at Board meetings at the rate of $300 for the first hour of attendance and $200 for each additional hour or portion of an hour. Mr. Bultot resigned as a director effective April 25, 2018.

Under the compensation policy for non-employee directors adopted by the Board on March 5, 2017, effective as of March 13, 2018, and intended to replace the non-employee director compensation terms discussed above, each director will receive annual cash compensation of $30,000 and the Chairperson and Vice Chairperson will be paid an additional $15,000 per annum. Each committee member will be paid an additional $7,500 per annum and each committee chairman is to receive $15,000 per annum. Cash compensation will be made on a quarterly basis.

All newly appointed directors also receive options to purchase up to 6,250 shares of the Company’s common stock. All directors are entitled on an annual grant of options to purchase up to 12,500 shares of the Company’s common stock, each committee member is entitled to an additional annual option to purchase up to 1,250 shares of the Company’s common stock and each committee chairperson is entitled to an additional annual option to purchase up to 2,083 shares of the Company’s common stock. In all cases, the options are granted at a per share exercise price equal to the closing price of the Company’s publicly traded stock on the date of grant and the vesting schedule is determined by the Compensation Committee at the time of grant. All of the foregoing share amounts have been adjusted to post-split amounts. Once the new policy became effective, such policy replaced the compensation then paid to the directors.

Our Board is comprised of a majority of independent directors. In determining director independence, the Company uses the definition of independence in Rule 5605(a)(2) of the listing standards of The Nasdaq Stock Market.

The Board has concluded that each of Dr. Sidransky, and Messrs. Yachin, Adler and Nanda is “independent” based on the listing standards of the Nasdaq Stock Market, having concluded that any relationship between such director and the Company, in its opinion, does not interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Board has also concluded that the directors serving on the Audit Committee, namely Dr. Sidransky, and Messrs. Yachin and Adler are “independent” based on the independence standard of the Nasdaq Stock Market applicable to directors serving on audit committees.

The Board has adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Copies of our code of business conduct and ethics are available, without charge, upon request in writing to Orgenesis Inc., 20271 Goldenrod Lane, Germantown, MD, 20876, Attn: Secretary and are posted on the investor relations section of our website, which is located at www.orgenesis.com. The inclusion of our website address in this prospectus does not include or incorporate by reference the information on our website into this prospectus. We also intend to disclose any amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements, on our website.

The Board met formally four times during the fiscal year ended November 30, 2017. No directors who served during 2017 attended fewer than 75% of the meetings of the Board or of the committees of the Board of which such director was a member.

The Board does not have a formal policy with respect to Board members attendance at annual stockholder meetings, although it encourages directors to attend such meetings. One Board member was in attendance at the 2017 Annual Meeting.

Ms. Caplan has served as President, Chief Executive Officer and Chairperson since August 2014. Prior to that time and since December 2013, she was Interim President and Interim Chief Executive Officer. The Board believes that its current leadership structure, in which the positions of Chairperson and Chief Executive Officer are held by Ms. Caplan, is appropriate at this time and provides the most effective leadership for the Company in a highly competitive and rapidly changing technology industry. Our Board believes that combining the positions of Chairperson and Chief Executive Officer under Ms. Caplan allows for focused leadership of our organization which benefits us in our relationships with investors, customers, suppliers, employees and other constituencies. We believe that any risks inherent in that structure are balanced by the oversight of our independent Board members. Given Ms. Caplan’s past performance in the roles of Chairperson of the Board and Chief Executive Officer, at this time the Board believes that combining the positions continues to be the appropriate leadership structure for our Company and does not impair our ability to continue to practice good corporate governance.

Management is responsible for the day-to-day management of risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of material risk management. In its risk oversight role, the Board reviews significant individual matters as well as risk management processes designed and implemented by management with respect to risk generally. The Board has designated the Audit Committee as the Board committee with general risk oversight responsibility. The Audit Committee periodically discusses with management the Company’s major risk exposures and the processes management has implemented to monitor and control those exposures and broader risk categories, including risk assessment and risk management policies.

Additionally, members of our senior corporate management and senior executives regularly attend Board meetings and are available to address Board inquiries on risk oversight matters. Separate and apart from the periodic risk reviews and other communications between senior executives and the Board, many actions that potentially present a higher risk profile, such as acquisitions, material changes to our capital structure, or significant investments, require review or approval of our Board or its committees as a matter of oversight and corporate governance.

Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, with each comprised of independent directors. Each committee operates under a charter that has been approved by our Board. Copies of our committee charters are available, without charge, upon request in writing to Orgenesis Inc., 20271 Goldenrod Lane, Germantown MD, 20876, Attn: Chief Financial Officer and are posted on the investor relations section of our website, which is located atwww.orgenesis.com.

The Audit Committee is currently comprised of Dr. Sidransky, and Messrs. Adler and Yachin. Mr. Yachin is also an “Audit Committee financial expert,” as defined in applicable SEC rules. The Audit Committee met four times during the fiscal year ended November 30, 2017.

The Compensation Committee is currently comprised of Dr. Sidransky, and Messrs. Adler and Yachin. The Compensation Committee did not meet during the fiscal year ended November 30, 2017.

Our executive officers receive a compensation package consisting of base salary, cash bonuses, long-term equity awards, and participation in benefit plans generally available to all of our employees. We have chosen these elements of compensation to create a flexible package that reflects the long-term nature of our business and can reward both short and long-term performance of the business and of each executive officer.

In setting executive officer compensation levels, the Compensation Committee, which is comprised entirely of independent directors, is guided by the following considerations:

The Nominating and Corporate Governance Committee is currently comprised of Dr. Sidransky, and Messrs. Adler and Yachin, and comprised entirely of independent directors. The Nominating and Corporate Governance Committee did not meet during the fiscal year ended November 30, 2017.

The Nominating and Corporate Governance Committee’s responsibilities include the following:

While the Nominating and Corporate Governance Committee has not yet established a formal policy with respect to diversity, the Board believes that it is essential that Board members represent diverse business backgrounds and experience and include individuals with a background in related fields and industries. In considering candidates, the Board considers the entirety of each candidate’s credentials in the context of these standards. We believe that the backgrounds and qualifications of our directors, considered as a group, should and do provide a composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.

The Company will consider candidates that are nominated by its stockholders. The name, business experience and other relevant background information of a candidate should be sent to the Chief Executive Officer who will then forward such information to the Nominating and Corporate Governance Committee for their review and consideration. The process for determining whether to nominate a director candidate put forth by a stockholder is the same as that used for reviewing candidates submitted by directors. Other than candidates submitted by its directors and executive officers, the Company has never received a proposed candidate for nomination from any security holder that beneficially owned more than 5% of our common stock.

The Company has not, to date, implemented a policy or procedure by which its stockholders can communicate directly with its directors. Due to the small size of the Company and its resources, the Company believes that this is appropriate.

Section 16(a) of the Securities Exchange Act, as amended, requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings.

Based solely on review of the copies of such forms received by the Company with respect to 2017, or written representations from certain reporting persons, each of Mr. Nanda and Dr. Bedoret did not timely file a Form 3.

The following table sets forth the total compensation paid or accrued during the last two fiscal years ended November 30, 2017 and 2016 to (1) our Chief Executive Officer and (2) our other two most highly compensated executive officers who served in this capacity as of November 30, 2017.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)⁽¹⁾	Non-equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)	All Other Compensa- tion ($)⁽²⁾	Total($)
Vered Caplan Chief Executive Officer & President	2017 2016	156,232⁽³⁾ 150,077⁽³⁾	150,000 -	- -	685,318 500,649	- -	- -	63,262 50,304	1,054,842 701,030
Neil Reithinger Chief Financial Officer, Treasurer & Secretary	2017 2016	112,652⁽⁴⁾ 108,596⁽⁴⁾	- -	- -	136,148 -	- -	- -	- -	248,799 108,596

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)⁽¹⁾	Non-equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)	All Other Compensa- Tion ($)⁽²⁾	Total($)
Sarah Ferber Chief Scientific Officer	2017 2016	128,907⁽⁵⁾ 112,353⁽⁵⁾	- -	- -	- -	- -	- -	43,328⁽⁵⁾ 39,808⁽⁵⁾	172,235 152,161
Denis Bedoret, General Manager of Masthercell S.A.	2017 2016	208,542⁽⁶⁾ -	31,281	- -	- -	- -	- -	- -	239,824 -

The following table provides information regarding each component of compensation for 2017 and 2016 included in the All Other Compensation column in the Summary Compensation Table above and represents amounts paid in New Israeli Shekels (NIS) and converted at average exchange rates for the year.

Name	Year	Automobile and Communication Related Expenses $⁽¹⁾	Israel- related Social Benefits $⁽²⁾	Total $⁽³⁾
Vered Caplan	2017 2016	21,921 13,231	41,371 37,073	63,262 50,304
Prof. Sarah Ferber	2017 2016	5,144 5,019	38,183 34,789	43,328 39,808

The following table summarizes the outstanding equity awards held by each named executive officer of the Company as of November 30, 2017.

	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date
Vered Caplan⁽¹⁾	551,458	206,923	278,191	$0.0012, $4.80 & $7.20	02/02/2022 to 01/06/27
Neil Reithinger⁽²⁾	47,917	52,084	-	$6.00 & $4.80	08/01/2024 & 12/09/26
Prof. Sarah Ferber	231,826	-	-	$0.0012	02/02/2022

There were no option exercises by our named executive officers during our fiscal year ended November 30, 2017.

On August 14, 2014, our Board confirmed the appointment of Ms. Vered Caplan, who has served as our President and Chief Executive Officer on an interim basis since December 23, 2013, as our President and Chief Executive Officer. In connection with such appointment, on August 22, 2014, our wholly-owned Israeli Subsidiary, Orgenesis Ltd., entered into a Personal Employment Agreement with Ms. Caplan (the “Caplan Employment Agreement”). The Caplan Employment Agreement replaces a previous employment agreement with Ms. Caplan dated April 1, 2012 pursuant to which she had served as Vice President.

On March 30, 2017, we and Ms. Caplan entered into an employment agreement replacing the Caplan Employment Agreement (the “Amended Caplan Employment Agreement”). Under the Amended Caplan Employment Agreement, which took effect April 1, 2017, Ms. Caplan’s annual salary continues at $160,000 per annum, subject to adjustment to $250,000 per annum upon the listing of the Company’s securities on a stock exchange. Ms. Caplan is also entitled to an annual cash bonus with a target of 25% of base salary, provided that the actual amount of such bonus may be greater or less than the target amount. Ms. Caplan received a signing bonus of $150,000 upon execution of the Amended Caplan Employment Agreement. Ms. Caplan continues to have the social benefits described above. Under the Amended Caplan Employment Agreement, Ms. Caplan is entitled to the following social benefits typically provided to Israeli employees, computed on the basis of her base salary (i) Manager’s Insurance under Israeli law pursuant to which the Company contributes between 6.5% and 7.5% (and Ms. Caplan contributes an additional 6%), (ii) Severance pay under Israeli law pursuant to which the Company contributes 8 1/3%, and (iii) Education fund pursuant to which the Company continues to contribute $3,677 a year. In addition, Ms. Caplan is also entitled to paid annual vacation days, annual recreation allowance, sick leave and expenses reimbursement. In addition, we provide Ms. Caplan with a leased company car and a mobile phone.

Either we or Ms. Caplan may terminate the employment under the Amended Caplan Employment Agreement upon six months prior written notice. Upon termination by us of Ms. Caplan’s employment without cause (as defined therein) or by Ms. Caplan for any reason whatsoever, in addition to any accrued but unpaid base salary and expense reimbursement, she shall be entitled to receive an amount equal to 12 months of base salary at the highest annualized rate in effect at any time before the employment terminates payable in substantially equal installments. Upon termination of by us Ms. Caplan’s employment without cause (as defined therein) or by Ms. Caplan for any reason following a Change of Control (as defined therein), in addition to any accrued but unpaid base salary and expense reimbursement, she shall be entitled to receive an amount equal to 18 months of one and a half times her annual base salary at the highest annualized rate in effect at any time before the employment terminates payable in substantially equal installments.

On May 10, 2017, we and Ms. Caplan further amended the Amended Caplan Employment Agreement pursuant to which Ms. Caplan is entitled to a grant under the 2017 of options (the “Initial Option”) to purchase 1,000,000 shares of the Company’s common stock at a per share exercise price equal to the Fair Market Value (as defined in the 2017 Equity Incentive Plan, or the 2017 Plan) of the Company’s common stock on the date of grant. The amendment further provides that beginning in fiscal 2018, subject to approval by the Compensation Committee, Ms. Caplan is entitled to an additional option (the “Additional Option”; together with the Initial Option, the “Options”) under the 2017 Plan for up to 3,000,000 shares of common stock (on a pre-split basis) of the Company to be awarded in such amounts per fiscal year as shall be consistent with the Global share incentive plan (2012) (“Global Plan”), in each case at a per share exercise price equal to the Fair Market Value (as defined in the Global Plan) of the Company’s common stock on the date of grant.

The Initial Option shall vest in two equal tranches upon the six and twelve month anniversary of the grant date. The Additional Option shall vest in tranches of 500,000 shares of common stock (on a pre-split basis) every six months from the date of grant, provided that Ms. Caplan remains employed by Company on the vesting date; provided, further, however, that the Options shall vest fully immediately prior to a Change of Control (as defined in the 2017 Plan), or as otherwise provided for in the 2017 Plan.

The employment agreement also contains restrictive covenants for customary protections of the Company’s confidential information and intellectual property.

Mr. Reithinger was appointed Chief Financial Officer, Treasurer and Secretary on August 1, 2014. Mr. Reithinger’s employment agreement stipulates a monthly salary of salary of $1,500; payment of an annual bonus as determined by the Company in its sole discretion, participation in the Company’s pension plan; grant of stock options as determined by the Company; and reimbursement of expenses. As of November 30, 2017, Mr. Reithinger is owed $22,610 in accrued salary. In addition, on August 1, 2014, the Company entered into a financial consulting agreement with Eventus Consulting, P.C., an Arizona professional corporation, of which Mr. Reithinger is the sole shareholder, (“Eventus”) pursuant to which Eventus has agreed to provide financial consulting services to the Company. In consideration for Eventus’ services, the Company agreed to pay Eventus according to its standard hourly rate structure. The term of the consulting agreement was for a period of one year from August 1, 2014 and automatically renews for additional one-year periods upon the expiration of the term unless otherwise terminated. Eventus is owned and controlled by Mr. Reithinger. As of November 30, 2017, Eventus was owed $89,203 for accrued and unpaid services under the financial consulting agreement.

Our subsidiary, Orgenesis Ltd., entered into a Personal Employment Agreement with Prof. Ferber February 2, 2012 to serve as Chief Scientific Officer (the “Ferber Employment Agreement”) on a part time basis. Under the Ferber Employment Agreement, Prof. Ferber earned an annual salary in the current New Israeli Shekel equivalent of $232,000 since September 2013. However, in order to reduce operating expenses and conserve cash, Prof. Ferber has been deferring a part of her salary and social benefits due thereon until such time as our cash position permits payment of salary in full without interfering with our ability to pursue our plan of operations, and, as of November 30, 2017, such deferred amount totaled an aggregate of $582,371. Under the Ferber Employment Agreement, Prof. Ferber is entitled to the following social benefits out of her base salary typically provided to Israeli employees: (i) Manager’s Insurance under Israeli law pursuant to which the Company contributes 2.5% (and Prof. Ferber contributes an additional 3.5% ) and in addition, the Company contributes 1.25% towards loss of working capacity disability insurance, (ii) pension plan to which the ~~quorum requirement.~~Company contributes 3.75% (and Prof. Ferber contributes an additional 3.5% ), (iii) Severance pay under Israeli law pursuant to which the Company contributes 8 1/3% and (iv) Education fund pursuant to which the Company contributes 7.5% (with Prof. Farber contributing an additional 2.5%) . In addition, Prof. Ferber is also entitled to paid annual vacation days, annual recreation allowance, sick leave and expenses reimbursement. In addition, we provide Prof. Ferber with a mobile phone.

The Ferber Employment Agreement does not specify a stated term and either we or Ms. Ferber are entitled to terminate Prof. Ferber’s employment upon four months’ notice other than in the case of a termination for cause. The Ferber Employment contains customary provisions regarding confidentiality of information, non-competition and assignment of inventions.

Effective October 24, 2017, Masthercell Belgium entered into a management agreement with BM&C SPRL/BVBA, a Belgian company owned by Dr. Bedoret, for certain services to be performed by Dr. Bedoret on an exclusive and full-time basis (the “Bedoret Agreement”). The agreement appoints Dr. Bedoret as General Manager of Masthercell Belgium, requires him to work 220 days annually and stipulates compensation based on revenue with (i) a daily rate of €800 until such time that Masthercell Belgium’s annual revenue reaches €10 million, (ii) a daily rate of €850 until such time that Masthercell Belgium’s annual revenue reaches €15 million and (iii) a daily rate of €900 until such time that Masthercell Belgium’s annual revenue exceeds €15 million. Dr. Bedoret is also entitled to expense reimbursement and a bonus equivalent to up 15% of the annual fees approved by Masthercell Belgium’s board of directors subject to goals and achievements to be agreed by the parties. Dr. Bedoret is also entitled to participation in Orgenesis’ equity incentive plan after six months after the effective date. The Bedoret Agreement also contains customary termination clauses.

Potential Payments upon Change of Control or Termination following a Change of Control

Our employment agreements with our named executive officers provide incremental compensation in the event of termination, as described herein. Generally, we do not provide any severance specifically upon a change in control nor do we provide for accelerated vesting upon change in control. Termination of employment also impacts outstanding stock options.

Due to the factors that may affect the amount of any benefits provided upon the events described below, any actual amounts paid or payable may be different than those shown in this table. Factors that could affect these amounts include the basis for the termination, the date the termination event occurs, the base salary of an executive on the date of termination of employment and the price of our common stock when the termination event occurs.

The following table sets forth the compensation that would have been received by each of the Company’s executive officers had they been terminated as of November 30, 2017.

None of our executive officers has served as a member of the Board of Directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our Board or Compensation Committee during the fiscal year ended November 30, 2017.

Proposal No. 2 and Proposal No. 3 are being made in connection with the issuance by Masthercell Global, Inc. (“Masthercell Global”), which we refer to as the GPP Issuance, on June 28, 2018 of 378,000 shares of Series A Preferred Stock of Masthercell Global, par value $0.0001 per share (the “Masthercell Global Preferred Stock”), to GPP-II Masthercell, LLC (“GPP-II”), an affiliate of Great Point Partners, LLC, a manager of private equity funds focused on growing small to medium sized heath care companies (“Great Point”).

Pursuant to the Stockholders’ Agreement and the Stock Purchase Agreement entered in connection with the GPP Issuance, we agreed to use best efforts to ensure that our stockholders properly approve the Stockholders’ Agreement Terms in accordance with law in a manner that will ensure that GPP-II is able to exercise its rights under the Stockholders’ Agreement without any further action or approval by us, our stockholders or any other party.

Proposal No. 2 seeks stockholder approval of the Stockholders’ Agreement Terms, which grant certain rights to GPP-II with respect to Masthercell Global and the exercise by GPP-II of its rights under the Stockholders’ Agreement. Proposal 3 seeks stockholder approval of potential future issuances of the Company’s common stock upon the exercise of an option by GPP-II to exchange preferred stock of Masthercell Global for the Company’s common stock pursuant to the terms of the Stockholders’ Agreement without the need for any limitation or cap on issuances as required by and in accordance with Nasdaq Listing Rule 5635.

You will not be voting to approve the GPP Issuance which has already been completed. However, a number of matters of significant importance related to the GPP Issuance are dependent on the outcome of the stockholder vote with respect to Proposal No. 2 and Proposal No.3. Therefore, an understanding of the GPP Issuance is necessary in order to make an informed voting decision with respect to each such proposal. You should carefully read the following sections captioned “Background” and “GPP Issuance” and the documents which are referenced in those sections before you vote your shares.

On June 28, 2018, we entered into a series of strategic agreements with Great Point, and certain of Great Point’s affiliates that are intended to finance, strengthen and expand our CDMO Business (as defined below) (the “Strategic Agreements”). Pursuant to these Strategic Agreements, Masthercell Global issued to GPP-II the Masthercell Global Preferred Stock representing 37.8% of the issued and outstanding share capital of Masthercell Global, for cash consideration to be paid into Masthercell Global of up to $25 million, subject to certain adjustments (the “Consideration”), of which $11.8 million was paid in cash at closing, with a follow up payment of $6.6 million, subject to adjustment, to be made in each of years 2018 and 2019 (the “Future Payments”), or an aggregate of $13.2 million, contingent upon (a) Masthercell Global achieving specified EBITDA and revenues targets during each of these years, and (b) our stockholders approving the Stockholders’ Agreement Terms in accordance with law on or before December 31, 2019. The proceeds of the investment will be used to fund the activities of Masthercell Global and its consolidated subsidiaries. We hold 622,000 shares of Masthercell Global’s Common Stock, representing the remaining 62.2% of the issued and outstanding equity share capital of Masthercell Global.

In connection with the Stock Purchase Agreement and the Stockholders’ Agreement, we agreed to use best efforts to ensure that our stockholders’ properly approve the Stockholders’ Agreement Terms in accordance with law as soon as possible after June 28, 2018 and in a manner that will ensure that GPP-II is able to exercise its rights under the Stockholders’ Agreement without any further action or approval by us, our stockholders or any other party. In order to satisfy this obligation, we seek the approval of our stockholders with respect to (i) Proposal No. 2 which seeks stockholder approval of the Stockholders’ Agreement Terms, which grant certain rights to GPP-II with respect to Masthercell Global and the exercise by GPP-II of its rights under the Stockholders’ Agreement and (ii) Proposal 3 which seeks stockholder approval of potential future issuances of the Company’s common stock upon the exercise of an option by GPP-II to exchange preferred stock of Masthercell Global for the Company’s common stock pursuant to the terms of the Stockholders’ Agreement without the need for any limitation or cap on issuances as required by and in accordance with Nasdaq Listing Rule 5635.

Because the GPP Issuance was completed on June 28, 2018, you are not voting on the GPP Issuance itself and your vote will not in any way undo the consummation of the GPP Issuance. However, your vote will determine whether (i) Masthercell Global will be eligible to receive the Future Payments in consideration for the GPP Issuance (and (ii) we can issue shares of our common stock to GPP-II in an amount equal to 20% or more of the outstanding shares of our common stock if GPP-II elects to exchange the Masthercell Global Preferred Stock into our common stock (Proposal No. 3).

Do our stockholders have appraisal rights with respect to the issuance of our common stock underlying the Masthercell Global Preferred Stock or with respect to any of the proposals being acted upon at the Annual Meeting?

Under the Nevada Revised Statute, our stockholders are not entitled to any dissenters’ rights with respect to any matters to be acted upon at the Annual Meeting.

Stockholder approval of Proposal No. 2 and Proposal 3is necessary for the payment to Masthercell Global of the Future Payments under the Stock Purchase Agreement. Failure to approve either of Proposal No. 2 and/or Proposal 3, or similar stockholder proposals, by December 31, 2018 would have the effect of precluding Masthercell Global from being eligible to receive the first Future Payment. Failure to approve either of Proposal No. 2 and/or Proposal 3, or similar stockholder proposals, by December 31, 2019, would preclude Masthercell Global from being eligible to receive the First Future Payment or the Second Future Payment, as well as give GPP-II the right to put to us (or, at our discretion, to Masthercell Global if Masthercell Global shall then have the funds available to consummate the transaction) its shares in Masthercell Global. Such Future Payments are also contingent upon certain specified EBITDA and revenues targets.

On June 28, 2018, we and Masthercell Global, our newly formed subsidiary that holds our business relating to the third party contract manufacturing for cell therapy companies (CDMO), Great Point, and certain of Great Point’s affiliates, entered into a series of definitive strategic agreements intended to finance, strengthen and expand our CDMO Business (as defined below). As further discussed below, we consolidated our global CDMO Business network, which includes our flagship Belgian based CDMO subsidiary, Masthercell Belgium and our CDMO activities in Korea and in Israel, under Masthercell Global. Great Point has significant experience investing in and growing companies in the pharmaceutical services industry with a view to maximizing shareholder value. The series of agreements among us, Masthercell Global, Great Point and certain affiliates of Great Point, certain of which are summarized below, are strategically designed to utilize Great Point’s experience in the operation, financing and expansion of our CDMO business.

Contemporaneous with the execution of the Stock Purchase Agreement and the Stockholders’ Agreement, we and Masthercell Global entered into a Contribution, Assignment and Assumption Agreement pursuant to which we contributed to Masthercell Global our assets relating to the CDMO Business, including the CDMO subsidiaries (“Reorganization”) . In furtherance thereof, Masthercell Global, as our assignee, acquired all of the issued and outstanding share capital of Atvio Biotech Ltd. (“Atvio”), our Israel based CDMO partner since May 2016, and 94.2% of the share capital of CureCell Co. Ltd. (“CureCell”), our Korea based CDMO partner since March 2016. We exercised the “call option” to which we were entitled under the joint venture agreements with each of these entities to purchase from the former shareholders their equity holdings. The consideration for the outstanding share equity in each of Atvio and CureCell consisted solely of our common stock. In respect of the acquisition of Atvio, we agreed to issue to the former Atvio shareholders an aggregate of 84,085 shares of our common stock. In respect of the acquisition of CureCell, we agreed to issue to the former CureCell shareholders an aggregate of 195,927 shares of our common stock subject to a third-party valuation. Together with Masthercell Belgium, Atvio and CureCell are directly held subsidiaries under Masthercell Global (collectively, the “Masthercell Global Subsidiaries”).

Masthercell Global, through the Masthercell Global Subsidiaries, is engaged in the business of providing manufacturing and development services to third parties related to cell therapy products, and the creation and development of technology, and optimizations in connection with such manufacturing and development services for third parties (the “CDMO Business”). Under the terms of the Stockholders’ Agreement, Orgenesis has agreed that so long as it owns equity in Masthercell Global and for two years thereafter it will not engage in the CDMO Business, except through Masthercell Global (but may continue to engage in its other areas of business). In addition, except for certain limited circumstances, we and GPP-II agreed in the Stockholders’ Agreement to not recruit or solicit or hire any officer or employee of Masthercell Global that was or is involved in the CDMO Business.

Through our direct subsidiaries, we intend to continue to engage in our current or future business related to the manufacturing, researching, marketing, developing, selling and commercializing (either alone or jointly with third parties) products that are not directly related to the CDMO Business, including, by way of illustration and not limitation, manufacturing agreements, joint ventures, collaboration, partnership or similar arrangement with a third party.

The rights and obligations of the parties to the Stock Purchase Agreement are governed by the specific terms and conditions of the Stock Purchase Agreement and not by any summary or other information in this proxy statement. Therefore, the information in this proxy statement regarding the Stockholders’ Agreement is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is attached as Appendix B to this proxy statement and is incorporated herein by reference. We encourage you to read the Stock Purchase Agreement carefully and in its entirety. Unless otherwise defined herein, all defined terms in this section shall have the meanings ascribed to such terms in the Stock Purchase Agreement.

On June 28, 2018, we entered into the Stock Purchase Agreement with Masthercell Global and GPP-II. Pursuant to the Stock Purchase Agreement, on June 28, 2018, Masthercell Global issued to GPP-II 378,000 shares of newly designated Series A Preferred Stock of Masthercell Global representing 37.8% of the issued and outstanding share capital of Masthercell Global (the “GPP Issuance”).

The purchase price for the Masthercell Global Preferred Stock was up to $25 million, subject to certain adjustments, of which $11.8 million was paid in cash at closing. The Stock Purchase Agreement also requires GPP-II to make up to two additional payments to Masthercell Global if certain specified EBITDA and revenue targets are satisfied by Masthercell Global during each of years 2018 and 2019. For each of those fiscal years in which such specified EBITDA and revenue targets are satisfied by Masthercell Global, GPP-II will be obligated to pay an additional $6.6 million, subject to adjustment, to Masthercell Global shortly after the end of that fiscal year. To earn such contingent payment for the 2018 fiscal year (“First Future Payment”), Masthercell Global must (i) during the twelve month period ending on or prior to December 31, 2018, generate Net Revenue equal to or greater than €14,100,000 and EBITDA equal to or greater than €1,800,000, and (ii) by December 31, 2018, obtain stockholder approval of the Stockholders’ Agreement Terms in accordance with law and in a manner that will ensure that GPP-II is able to exercise its rights under the Stockholders’ Agreement without any further action or approval by GPP-II, us, our stockholders, or any other person, which includes the stockholder approval sought hereunder (“Proper Approval”). To earn such contingent payment for the 2019 fiscal year (“Second Future Payment”), Masthercell Global must (i) during the twelve month period ending on or prior to December 31, 2019, generate Net Revenue equal to or greater than €19,100,000 and EBITDA equal to or greater than €3,900,000, and (ii) by December 31, 2019, obtain Proper Approval, if not already obtained.

“EBITDA” means, for the relevant time period, the amount equal to the sum of (a) Net Income attributable to Masthercell Global during such period,plus (b) to the extent (but only to the extent) deducted in determining such Net Income attributable to Masthercell Global, without duplication, (i) all interest expense for such period, (ii) all charges against Net Income for such period for federal, state and local income taxes and deferred tax charges, (iii) all depreciation expenses for such period, (iv) all amortization expenses for such period, and (v) any extraordinary expenses or losses (including losses on the sale of assets outside the ordinary course of business) to the extent realized during such period (subject to GPP-II’s approval of any such “add back” items (such approval not to be unreasonably withheld))minus (c) to the extent (but only to the extent) added in determining such Net Income attributable to Masthercell Global (i) all interest income during such period and (ii) any extraordinary income or gains (including gains on the sales of assets outside of the ordinary course of business), to the extent realized during such period. “Net Income” means, for any period of determination, net earnings (or net loss) of Masthercell Global and its subsidiaries on a consolidated basis for such period, but excluding (without duplication) (a) any income or gains or losses from the collection of the proceeds of any insurance policies or settlements, (b) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during the fiscal years, (c) any income or gain or loss during such period from (i) any prior period adjustments resulting from any change in accounting principles in accordance with generally accepted accounting principles in the United States or (ii) any discontinued operations or disposition thereof, and (d) any income or gains or losses resulting from the retirement or extinguishment of debt or the acquisition of any securities. “Net Revenue” means, for the relevant time period, the revenue (net of discounts, returns, price adjustments, refunds, rebates, credits, offsets and allowances) generated by Masthercell Global and its subsidiaries on a consolidated basis for such time period.

The rights and obligations of the parties to the Stockholders’ Agreement are governed by the specific terms and conditions of the Stockholders’ Agreement and not by any summary or other information in this proxy statement. Therefore, the information in this proxy statement regarding the Stockholders’ Agreement is qualified in its entirety by reference to the Stockholders’ Agreement, a copy of which is attached as Appendix A to this proxy statement and is incorporated herein by reference. We encourage you to read the Stockholders’ Agreement carefully and in its entirety. Unless otherwise defined herein, all defined terms in this section shall have the meanings ascribed to such terms in the Stockholder’s Agreement.

In connection with the entry into the Stock Purchase Agreement, we, Masthercell Global and GPP-II entered into the Masthercell Global Inc. Stockholders’ Agreement (the “Stockholders’ Agreement”) providing for certain restrictions on the disposition of Masthercell Global Securities (as defined below), the provisions of certain options and rights with respect to the management and operations of Masthercell Global, a right to exchange the Masthercell Global Preferred Stock for shares of our common stock and certain other rights and obligations. In addition, GPP-II has been granted certain protective rights in Masthercell Global, which are generally summarized below.

Under the terms of the Stock Purchase Agreement, our stockholders are required to approve the provisions in the Stockholders’ Agreement relating to (i) Tag Along Rights and Drag Along Rights, (ii) GPP-II’s Minority Approval Rights, (iii) Irrevocable Proxy, (iv) our Right of First Refusal, (v) the Spin-off, (vi) GPP-II’s Put and Call Option, (vii) GPP-II’s Stock Exchange Option, and (viii) the Registration Rights with respect to the shares of Masthercell Global (collectively, the “Stockholders’ Agreement Terms”). The rights are summarized further below under Proposal 2- , as summarized below under the caption “Stockholder Agreement Terms.”

In addition to the Stockholders’ Terms, the Stockholders’ Agreement includes a provision governing the composition of the Masthercell Global Board (as defined below). The initial board of directors of Masthercell Global will be comprised of seven (7) directors, four (4) of which will be appointed by us, of which one must be an industry expert, and three (3) by GPP-II. The initial directors elected to the Masthercell Global Board shall be as follows: (i) Noah Rhodes, Jeffrey R. Jay, and Stephen Weaver as the three (3) GPP-II designees; (ii) Vered Caplan, Mark Cohen, and Rosemary Mazanet as three (3) Orgenesis designees and (iii) Darren Head as the fourth (4^th) Orgenesis designee and industry expert, appointed by us. All directors have been appointed for a two year term.

So long as GPP-II continues to hold in the aggregate at least 283,500 shares of Masthercell Global Securities, GPP-II will be entitled to designate three (3) of the seven (7) members of the Masthercell Global Board of Directors (the “Masthercell Global Board”). So long as we continue to hold in the aggregate at least 75% of the 622,000 shares of Masthercell Global common stock owned by us at closing, we will be entitled to designate four (4) members of the Masthercell Global Board, one of which shall be an industry expert. If the share capital holdings of each of ours and GPP-II fall below 50% of our initial holdings in Masthercell Global as specified above, each of us will be entitled to elect one less director.

If either (a) the industry expert director is removed or replaced without GPP-II’s consent or (b) there is a Material Underperformance Event and two years has elapsed since the Closing, then GPP-II shall be entitled to appoint a majority of the Masthercell Global Board (“GPP Board Control”). A Material Underperformance Event is defined as follows: (i) if at any time during the initial two year period following the closing Masthercell Global does not generate positive EBITDA for any 12 month period, as determined on a quarterly basis every six months as measured as of the end of the second and fourth quarters of each year, or (ii) if at any time after the initial two year period Masthercell Global generates EBITDA of less than $1,000,000 during any 12 month period or (iii) if a PCE has occurred and has not been cured.

APPROVAL OF STOCKHOLDERS’ AGREEMENT TERMS WHICH GRANTED CERTAIN RIGHTS TO GPP-II WITH RESPECT TO MASTHERCELL GLOBAL INC., A SUBSIDIARY OF THE COMPANY AND THE EXERCISE BY GPP-II OF ITS RIGHTS UNDER THE STOCKHOLDERS’ AGREEMENT, EACH AS DESCRIBED IN THE PROXY STATEMENT.

You are being asked to approve certain terms of the Stockholders’ Agreement entered into in connection with the Stock Purchase Agreement. Under the terms of the Stock Purchase Agreement, our stockholders are required to approve the provisions in the Stockholders’ Agreement that grant to GPP-II, among other things:

• a tag along right as well as a drag-along right with respect to a sale of Masthercell Global;

• approval rights over certain specified actions of Masthercell Global or its subsidiaries;

• put and call rights to put to us (or, at our discretion, to Masthercell Global if Masthercell Global shall then have the funds available to consummate the transaction) GPP-II’s shares in Masthercell Global or, alternatively, purchase from us its share capital in Masthercell Global;

• a right of first refusal in favor of Orgenesis with respect to any proposed transfer of GPP-II’s shares during the first two years following closing;

• rights to exchange its share capital in Masthercell Global for our common stock; and

• demand and piggyback registration rights to register the shares of the common stock of Masthercell Global.

Proposal 2 also seeks approval of GPP-II’s exercise of its rights under the Stockholders’ Agreement Terms. The Stockholders’ Agreement Terms are more fully described below under in this Proposal No. 2 under “Stockholders’ Agreement Terms.” See also “GPP Issuance” and “Background” for a summary of the transactions related to the issuance of the Masthercell Global Preferred Stock and a summary of certain terms of the Stock Purchase Agreement pursuant to which the Masthercell Global Preferred Stock was issued and the material terms of the Stockholders’ Agreement. We also encourage you to read carefully the Stockholders’ Agreement, the form of which is attached as Appendix A and the Stock Purchase Agreement, the form of which is attached as Appendix B.

Pursuant to the Stockholders’ Agreement and the Stock Purchase Agreement, we agreed to use best efforts to ensure that our stockholders’ properly approve the Stockholders’ Agreement Terms in accordance with law as soon as possible after June 28, 2018 and in a manner that will ensure that GPP-II is able to exercise its rights under the Stockholders’ Agreement without any further action or approval by us, our stockholders or any other party.

Our stockholders’ approval, along with the satisfaction of certain specified EBITDA and revenues targets by Masthercell Global, is required for Masthercell Global to be eligible to receive the Future Payments (as defined below). See “Consideration” under “GPP Issuance” starting on page 23.

Each of the Stockholder Agreement Terms for which stockholder approval is requested in this Proposal 2 is summarized below:

Except for limited circumstances, (i) GPP-II may transfer its shares of Masthercell Global Preferred Stock to a third party, provided that during the first two years following closing its right to transfer is subject to our Right of First Refusal and (ii) we may transfer share capital of Masthercell Global only with the approval of the Masthercell Global board of directors (“Masthercell Global Board”), with at least one of the GPP-II designated Masthercell Global board directors approving the transfer, and subject to a right of first refusal initially to the benefit of Masthercell Global and thereafter to GPP-II and any other stockholder who may become a party to the Stockholders’ Agreement. Any such transfer by either GPP-II or us is subject to the other party’s right to participate, on apro-rata basis, in such transfer (the “Tag Along Rights”).

At any time after theearlier to occur of (i) the second anniversary of the closing and (ii) the occurrence of a Material Underperformance Event (as defined below), if GPP-II or the Masthercell Global Board approves a sale of Masthercell Global, then, subject to notice, GPP-II or Masthercell Global can require us and all other stockholders to sell our shares (the “Drag Along Rights”) to the purchaser. Notwithstanding the foregoing, we are entitled to advise Masthercell Global and/or GPP-II, as the case may be, of our election to be a potential acquiror of Masthercell Global. Notwithstanding the foregoing, GPP-II’s exercise of its Drag Along Rights is subject to the condition that if the technology and know-how transfer from Masthercell Global to us in order to maintain orderly manufacture and production of our therapeutic products (following the exercise of the Drag Along Rights) has not been effectuated as provided for in the Tech Transfer Agreement entered into in connection with the GPP Issuance (“Tech Transfer Agreement”), then GPP-II undertakes to provide that the purchaser in such sale be bound by and comply with the terms of such Tech Transfer Agreement, thereby assuring our right to uninterrupted manufacture and production of our therapeutic products. Notwithstanding the foregoing, if GPP-II no ~~quorum,~~longer own at least 189,000 shares of the Masthercell Global Preferred Stock, or any other capital stock of Masthercell Global into which such Masthercell Global Preferred Stock is convertible (“Masthercell Global Securities”), then it is no longer entitled to exercise the Drag Along Right.

Neither Masthercell Global nor any of the Masthercell Global Subsidiaries may take certain specified actions without GPP-II’s written consent (“GPP Approval Rights”), which actions include, without limitation, liquidating or otherwise dissolving the Masthercell Global business, effecting a merger or acquisition of Masthercell Global, modifying any organizational document, approving the initial operating budget for the initial two years and any subsequent operating budget for Masthercell Global after the initial two year period, modify or amend in any material way the initial budget or any approved future budget; incurring costs, expenses or expenditures in an aggregate amount that would be in excess of 120% of the amounts set forth in the initial budget or approved future budgets, declaring any dividends, amending or modifying the terms of the Masthercell Global Preferred Stock, borrowing money issuing any debt, equity or other securities, initiating or completing the sale of Masthercell Global or any equity ownership in any subsidiary of Masthercell Global nor the sale, lease or exchange of a material part of their respective assets, issuing any shares of stock or other equity, debt or other securities or increase the authorized number of shares of Masthercell Global Preferred Stock or any other class or series or shares of stock, create or authorize any obligation or security convertible into shares of any class or series of stock, granting any security interest in the assets of Masthercell Global, purchase equity interests of any Person outside the ordinary course of business, enter into a partnership, joint venture or other arrangement other than research and development collaborations entered into in the ordinary course of business, enter into any agreement with Orgenesis or any of its affiliates, make payments, contribute capital or issue loans to any subsidiary of Masthercell Global that is not a wholly-owned subsidiary, and take any action (or fail to take any action) that would allow SFPO-FPIM SA to put, transfer or sell its equity interests in MaSTherCell S.A.

Notwithstanding the foregoing, in the event that the Masthercell Global Board has elected to declare bankruptcy or appoint a receiver, then we are entitled to fund Masthercell Global’s operations without regard to the GPP Approval Rights.

In the event that any party to the Stockholders’ Agreement fails to vote or attempts to vote in a manner inconsistent with the Stockholders’ Agreement, each stockholder has granted GPP-II an irrevocable proxy to vote all of such stockholder’s shares in Masthercell Global in favor of the election of persons to the Masthercell Global Board in accordance with certain terms of the Stockholders’ Agreement, including those terms relating to the composition of the Masthercell Global Board as described below and in accordance with the Tag Along Rights and Drag Along Rights.

During the first two years following closing, we have a right of first refusal with respect to proposed transfers of GPP-II’s share capital in Masthercell Global to a third party, and for a period of 30 calendar days following the notice of any such proposed transfer may elect to purchase all or any portion of GPP-II’s share capital in Masthercell Global proposed for transfer (“Right of First Refusal”). Such Right of First Refusal does not apply to GPP-II’s transfers in connection with a sale of the majority of Masthercell Global common stock to an independent third party, or with certain other permitted transfers consummated in accordance with the Stockholders’ Agreement.

At any time following theearlier to occur of (i) PCE (as defined below) and (ii) the second anniversary of the closing, GPP-II is entitled to effectuate a spin-off of Masthercell Global and the Masthercell Global Subsidiaries (the “Spin-off”). The Spin-off is required to reflect a market value determined by one of the top ten independent accounting firms in the U.S. selected by GPP-II, provided that if no PCE has occurred, such market valuation shall reflect a valuation of Masthercell Global and the Masthercell Global Subsidiaries of at least $50 million.

A “PCE” is defined to mean (i) the existence or introduction of an Activist Stockholder of ours, (ii) the resignation, termination or replacement at any time within the five year period following closing of our current Chief Executive Officer and the current Chairperson of the Board, or (iii) any change of control in us which is defined to include, among other things, the removal or replacement of any four (4) of the current directors of Masthercell Global’s board of directors, or (iv) the removal or replacement of the industry expert director or the appointment of a new industry expert director without GPP-II’s prior written consent. A PCE includes any bankruptcy, liquidation event or the appointment of a receiver for us. An Activist Shareholder shall mean any person or entity who acquires shares of our capital stock who either (i) acquires more than a majority of our voting power, (ii) actively takes over and controls a majority of the Board, or (iii) is required to file a Schedule 13D with respect to such person’s or entity’s ownership of our capital stock and has described a plan, proposal or intent to take action with respect to exerting significant pressure on our management or Board. For the sake of clarity, Activist Shareholder does not include any stockholder who is passive and does not take or propose to take active steps with respect to exerting significant pressure on our management or Board.

Upon the occurrence of a PCE, GPP-II is entitled, at its option, to put to us (or, at our discretion, to Masthercell Global if Masthercell Global shall then have the funds available to consummate the transaction) its shares in Masthercell Global or, alternatively, purchase from us our share capital in Masthercell Global (such purchase right, being the “GPP-II Call Option”). Additionally, if the Proper Approval is not obtained by December 31, 2019, GPP-II shall also have such put right.

The purchase price for our or GPP-II’s share capital in Masthercell Global under either the put right or the GPP-II Call Option shall be equal to the fair market value of such equity holdings as determined by one of the top ten independent accounting firms in the U.S. selected by GPP-II.

GPP-II is entitled, at any time, to convert its share capital in Masthercell Global for our common stock (such exchange option being the “Stock Exchange Option”). For the sake of clarity, GPP-II shall only have the right to exchange their shares of Masthercell Global Preferred Stock into Masthercell Global into shares of our common stock based on the Exchange Price as set forth below. The amount of our common stock to be received by GPP-II upon exercise of the Stock Exchange Option shall be equal to the lesser of (a)(i) the fair market value of GPP-II’s shares of Masthercell Global Preferred Stock to be exchanged, as determined by one of the top ten independent accounting firms in the U.S. selected by GPP-II and Orgenesis, divided by (ii) the average closing price per share of our common stock during the thirty (30) day period ending on the date that GPP-II provides the exchange notice (the “Exchange Price”) and (b)(i) the fair market value of GPP-II’s shares of Masthercell Global Preferred Stock to be exchanged assuming a value of Masthercell Global equal to three and a half (3.5) times the revenue of Masthercell Global during the last twelve (12) complete calendar months immediately prior to the exchange divided by (ii) the Exchange Price; provided, that in no event will (A) the Exchange Price be less than a price per share that would result in us having an enterprise value of less than $250,000,000 and (B) the maximum number of shares of our common stock to be issued shall not exceed 2,704,247 shares of our outstanding common stock (representing approximately 19.99% of our currently outstanding common stock), unless we obtain shareholder approval of such greater amount in accordance with the rules of the Nasdaq Stock Market.

GPP-II has been provided with demand and piggyback registration rights to register its shares of Masthercell Global common stock, subject to customary provisions. Masthercell Global will agree to indemnify holders of Masthercell Global common stock in connection with any claims related to their sale of securities under a registration statement, subject to certain exceptions.

Moreover, if our stockholders do not approve this Proposal No. 2, or a similar stockholder proposal, by December 31, 2018, Masthercell Global will not be eligible to receive the first Future Payment. If our stockholders do not approve this Proposal No. 2, or a similar stockholder proposal, by December 31, 2019, Masthercell Global will not be eligible to receive the First Future Payment or the Second Future Payment, and GPP-II will obtain the right to put to us (or, at our discretion, to Masthercell Global if Masthercell Global shall then have the funds available to consummate the transaction) its shares in Masthercell Global. Such Future Payments are also contingent upon certain specified EBITDA and revenues targets. In the event of a failure to approve Proposal No. 2, we may resubmit this proposal to the stockholders at a later date.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTEFOR APPROVAL OF THIS PROPOSAL NO. 2.

APPROVAL OF THE POTENTIAL FUTURE ISSUANCE OF THE COMPANY’S COMMON STOCK UPON THE EXERCISE OF AN OPTION BY GPP-II TO EXCHANGE THE MASTHERCELL GLOBAL PREFERRED STOCK PURSUANT TO THE TERMS OF THE STOCKHOLDERS’ AGREEMENT WITHOUT THE NEED FOR ANY LIMITATION OR CAP ON ISSUANCES AS REQUIRED BY AND INACCORDANCE WITH NASDAQ LISTING RULE 5635

You are being asked to approve the potential future issuance of the Company’s common stock upon the exercise of an option by GPP-II to exchange Masthercell Global Preferred Stock pursuant to the terms of the Stockholders’ Agreement without the need for any limitation or cap on issuances as required by and in accordance with Nasdaq Listing Rule 5635.

GPP-II’s Option to Exchange its Masthercell Global Preferred Stock into Company Common Stock

Section 3.12 of the Stockholders’ Agreement provides that GPP-II is entitled, at any time, to convert its share capital in Masthercell Global for our common stock (such exchange option being the “Stock Exchange Option”). The amount of Company common stock to be received by GPP-II upon exercise of the Stock Exchange Option shall be equal to the lesser of (a)(i) the fair market value of GPP-II’s shares of Masthercell Global Preferred Stock to be exchanged, as determined by one of the top ten independent accounting firms in the U.S. selected by GPP-II and the Company, divided by (ii) the average closing price per share of our common stock during the thirty (30) day period ending on the date that GPP-II provides the exchange notice (the “Exchange Price”) and (b)(i) the fair market value of GPP-II’s shares of Masthercell Global Preferred Stock to be exchanged assuming a value of Masthercell Global equal to three and a half (3.5) times the revenue of Masthercell Global during the last twelve (12) complete calendar months immediately prior to the exchange divided by (ii) the Exchange Price; provided, that in no event will (A) the Exchange Price be less than a price per share that would result in the Company having an enterprise value of less than $250,000,000 (which is equivalent to $18.48 per share based on the number of outstanding shares of common stock of the Company at the time of entry into of the Stock Purchase Agreement) and (B) the maximum number of shares of Company common stock issued pursuant to the Exchange shall not exceed 2,704,247 shares unless the Company obtains shareholder approval for the issuance of such greater amount of shares of Company common stock in accordance with the rules and regulations of the Nasdaq Stock Market.

The following table sets forth estimates of the total number of shares of our common stock that would be issued to GPP-II if GPP-II exercised its Stock Exchange Option with respect to all of its shares of Masthercell Global Preferred Stock based on the formula described above and the various assumptions set forth below. The first column titled “Assumed Fair Market Value of Masthercell Global Preferred Stock to be Exchanged” presents the lesser of (a) the assumed fair market value of GPP-II’s shares of Masthercell Global Preferred Stock to be exchanged, as determined by one of the top ten independent accounting firms in the U.S. selected by GPP-II and the Company, and (b) the assumed fair market value of GPP-II’s shares of Masthercell Global Preferred Stock to be exchanged assuming a value of Masthercell Global equal to three and a half (3.5) times the revenue of Masthercell Global during the last twelve (12) complete calendar months immediately prior to the exchange. The column titled “Assumed Number of Our Outstanding Shares of Common Stock” presents the assumed number of shares of our common stock that may be outstanding at a future date prior to any issuance to GPP-II and is included for the purpose of determining our assumed enterprise value at a future date. The column titled “Assumed Exchange Price” presents an assumed average closing price per share of our common stock during the thirty (30) day period ending on the date that GPP-II provides the exchange notice to us, which cannot be less than a price per share that would result in the Company having an enterprise value of less than $250,000,000. In light of such floor price, we have included the column titled “Our Assumed Enterprise Value” to present different scenarios where our assumed enterprise value is $250,000,000, $275,000,000 and $300,000,000. The column titled “Number of Shares of Our Common Stock Potentially Issuable to GPP-II” is calculated by dividing the assumed amount in the first column by the “Assumed Exchange Price” in the third column, disregarding the cap of 2,704,247 shares, which is the cap on the number of shares issuable pursuant to the Exchange Option that is the subject of this proposal being presented to our stockholders for approval.This table is provided for illustrative purposes only, as we are unable to predictany of such amounts at any particular time in the future. We have no basis to believe that any of these assumptions will be true in the future.

Assumed Fair Market Value of MasthercellGlobal PreferredStock to beExchanged	Assumed Number of OurOutstanding Shares of CommonStock	Assumed Exchange Price	Our Assumed EnterpriseValue	Number of Shares of Our Common Stock Potentially Issuable to GPP-II	Percentage of Our Company That GPP-II Would Own
$50,000,000	15,000,000	$16.67	$250,000,000	3,000,000	16.7%
$100,000,000	25,000,000	$10.00	$250,000,000	10,000,000	28.6%
$150,000,000	30,000,000	$8.33	$250,000,000	18,000,000	37.5%

$100,000,000	25,000,000	$12.00	$300,000,000	8,333,333	25.0%
$150,000,000	30,000,000	$15.00	$450,000,000	10,000,000	25.0%
$200,000,000	35,000,000	$17.14	$600,000,000	11,666,667	25.0%

$150,000,000	30,000,000	$25.00	$750,000,000	6,000,000	16.7%
$200,000,000	35,000,000	$28.57	$1,000,000,000	7,000,000	16.7%
$300,000,000	40,000,000	$37.50	$1,500,000,000	8,000,000	16.7%

Under the Stock Exchange Option, GPP-II is entitled to ~~vote~~exchange the Masthercell Global Preferred Stock for our common stock based on the Exchange Price (as defined above) that is not currently known. Potentially, such exchange could result in common stock being issued to GPP-II in an amount that is equal to or greater than 20% of the Company’s outstanding common stock. The Stockholders’ Agreement provides that unless our stockholders approve this proposal, such potential issuance to GPP-II will be capped at a maximum of 2,704,247 shares of our outstanding common stock (the “Cap”), representing approximately 19.99% of our common stock issued and outstanding as of the GPP Issuance. If the Cap is in place and prevents the exchange of some of the Masthercell Global Preferred Stock, such Masthercell Global Preferred Stock will remain outstanding. Under certain scenarios, if the Cap is removed, GPP-II could own in excess of 19.99% of our outstanding common stock as a result of the exchange of the Masthercell Global Preferred Stock for our common stock, and in some cases could own enough of our outstanding common stock that it could be deemed a change of control of the Company.

Nasdaq Stock Market Rule 5635(d) requires stockholder approval prior to the issuance of securities in connection with a transaction, other than a public offering, which may result in the issuance or potential issuance of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding prior to the issuance for less than the greater of book or market value. We cannot currently determine the total number of shares of our common stock or voting power that will be issued to GPP-II pursuant to an exchange of the Masthercell Global Preferred Stock for our common stock. Due to this uncertainty, the Masthercell Global Preferred Stock has the potential to provide for the issuance of securities equal to 20% or more of our outstanding common stock or 20% or more of our voting power for less than the greater of book or market value of the stock.

In addition, Nasdaq Rule 5635(b) requires stockholder approval prior to the issuance of securities when the issuance or potential issuance will result in a “change of control” of the issuer. Generally, Nasdaq interpretations provide that the acquisition of 20% of the shares of an issuer by one person or a group of affiliated persons may be deemed a change of control of such issuer. The exercise of GPP-II’s Stock Exchange Option may result in the issuance of 20% or more of our common stock to GPP-II, which together with certain other provisions of the Stockholders’ Agreement Terms may result in a change of control under the Nasdaq interpretations of Rule 5635(b).

Therefore, we are seeking stockholder approval of the potential future issuance of the Company’s common stock upon the exercise of the Stock Exchange Option without the need for any limitation or cap on issuances to the extent necessary under Rule 5635(b) and Rule 5635(d).

Why was stockholder approval not required in order to complete the GPP Issuance?

Under Nevada law, stockholder approval was not required in connection with the completion of the GPP Issuance because the GPP Issuance was in respect of a subsidiary of the Company and not of the Company itself. In addition, the rules of Nasdaq did not require stockholder approval for completion of the GPP Issuance because we did not issue any shares of our common stock, nor did Masthercell Global issue securities exercisable for or convertible into shares of our common stock in excess of 20% or more of the outstanding shares of our common stock at the ~~special meeting,~~closing of the GPP Issuance because of the Cap previously discussed at page 29. Instead, under the terms of the agreements we entered into in connection with the GPP Issuance, no such securities will be issued in connection with the GPP Issuance unless and until we obtain the stockholder approval sought hereunder.

What effects will the exchange of the Masthercell Global Preferred Stock for shares of our common stock have on existing stockholders?

If GPP-II opts to exchange its Masthercell Global Preferred Stock for shares of our common stock, we could potentially issue a substantial number of shares of our common stock to GPP-II. The common stock issuable to GPP-II upon exchange of the Masthercell Global Preferred Stock for our common stock could have a depressive effect on the market price of our common stock by increasing the number of shares of common stock outstanding. Such downward pressure could encourage short sales by certain investors, which could place further downward pressure on the price of the common stock. As a result of stockholder approval of the potential issuances of securities described above, the number of shares of outstanding common stock may increase significantly and the ownership interests and proportionate voting power of the existing stockholders may be significantly diluted.

If Proposal No. 3 is not approved by our stockholders, then we may not be able to issue more than 2,704,247 shares of our common stock if GPP-II exercises its option to exchange the Masthercell Global Preferred Stock. If the Cap is in place and prevents the exchange of some of the Masthercell Global Preferred Stock, such shares of Masthercell Global Preferred Stock will remain outstanding.

If our stockholders do not approve this Proposal No. 3, or a similar stockholder proposal, by December 31, 2018, Masthercell Global will not be eligible to receive the first Future Payment. If our stockholders do not approve this Proposal No. 3, or a similar stockholder proposal, by December 31, 2019, Masthercell Global will not be eligible to receive the First Future Payment or the Second Future Payment, and GPP-II will obtain the right to put to us (or, at our discretion, to Masthercell Global if Masthercell Global shall then have the funds available to consummate the transaction) its shares in Masthercell Global. Such Future Payments are also contingent upon certain specified EBITDA and revenues targets. In the event of a failure to approve Proposal No. 3, we may resubmit this proposal to the stockholders at a later date.

In the event of a failure to approve Proposal No. 3, we may resubmit this proposal to the stockholders at a later date.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTEFOR THIS PROPOSAL NO. 3.

RATIFICATION OF THE APPOINTMENT OF KESSELMAN & KESSELMANAS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2018

You are being asked to ratify the Board’s appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2018. Kesselman & Kesselman has provided services in connection with the audit of the Company’s financial statements since 2012.

In the event that the ratification of this selection is not approved by an affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting, management will review its future selection of the Company’s independent registered public accounting firm.

A representative of Kesselman & Kesselman is not expected to be present in person but will attend telephonically at the 2018 Annual Meeting and will have ~~power~~an opportunity to ~~adjourn the special meeting from time~~make a statement if he or she desires to ~~time until a quorum~~do so. It is also expected that such representative will be ~~present. HOW DOES~~ available to respond to appropriate questions.

THE BOARD OF DIRECTORS ~~RECOMMEND~~UNANIMOUSLY RECOMMENDS THAT ~~I VOTE?~~STOCKHOLDERS VOTEFOR RATIFICATION OF THE APPOINTMENT OF KESSELMAN & KESSELMAN AS THE COMPANY’SINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2018.

AUDIT COMMITTEE MATTERS AND FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following table sets forth the fees billed to the Company for professional services rendered by Kesselman & Kesselman for the years ended November 30, 2017 and 2016:

The audit fees were paid for the audit services of our annual and quarterly reports.

Our Audit Committee preapproves all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by the Board of Directors before the respective services were rendered. Our Board ~~recommends~~of Directors has considered the nature and amount of fees billed by Kesselman & Kesselman and believes that ~~you vote your shares: * "For"~~ the ~~filing~~provision of ~~a Certificate of Amendment~~services for activities unrelated to the ~~Articles~~audit is compatible with maintaining their respective independence.

The Audit Committee met (via conference call) and held discussions with management and Kesselman & Kesselman, a member firm of ~~Incorporation;~~PricewaterhouseCoopers International Limited. The Audit Committee reviewed and * "For"discussed the ~~adoption of~~audited financial statements for the ~~Amended~~fiscal year ended November 30, 2017 with management and ~~Restated Bylaws. CAN I CHANGE MY VOTE AFTER SUBMITTING MY PROXY? Yes. You may revoke your proxy~~has discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Committees,” as currently in effect.

The Company’s independent registered public accounting firm also provided to the Audit Committee certain written communications and ~~change your vote at any time before~~ the ~~final vote at~~letter required by PCAOB Rule 3526, “Communications with Audit Committees Concerning Independence.” The Audit Committee also discussed with the ~~special meeting. If you are a stockholder of record, after revoking your proxy, you may vote again~~independent registered public accounting firm their independence from the Company.

Based on ~~a later date by signing~~the Audit Committee’s review and ~~returning a new proxy card with a later date or by attending~~discussions described above, the special meeting in person. YOUR ATTENDANCE AT THE SPECIAL MEETING WILL NOT AUTOMATICALLY REVOKE YOUR PROXY UNLESS YOU VOTE AGAIN AT THE SPECIAL MEETING OR SPECIFICALLY REQUEST IN WRITING THAT YOUR PRIOR PROXY BE revoked. If you are a stockholder of record, you may revoke your proxy by doing any one ofAudit Committee recommended to the ~~following: 3~~ * You may submit another proxy card with a later date; * You may send a written noticeBoard that ~~you are revoking your proxy to us at Business Outsourcing Services Inc., 1001 SW 5th Avenue, Suite 1100, Portland, OR 97204, Attention: President before~~ the ~~date of~~Company’s audited financial statements for the ~~special meeting; or * You may attend the special meeting and vote in person. If you hold your shares~~fiscal year ended November 30, 2017 be included in the ~~street name, you will need to follow~~Company’s Annual Report on Form 10-K for 2017 filed with the ~~voting instruction provided by your broker, bank or other nominee regarding how to revoke or change your vote. HOW CAN I ATTEND~~SEC.

SUBMITTED BY THE ~~SPECIAL MEETING? You may call us at 503-206-0935 if you want to obtain~~AUDIT COMMITTEE:

The information ~~or directions~~contained in this report shall not be deemed to be ~~able~~“soliciting material” or to ~~attend~~be “filed” with the ~~special meeting~~Securities and ~~vote in person. You may~~Exchange Commission, nor shall such information be ~~asked to present valid picture identification, such~~incorporated by reference into any future filing under the Securities Act of 1933, as ~~a driver's license~~amended, or ~~passport, before being admitted~~the Securities Exchange Act of 1934, as amended, except to the special meeting. If you hold your shares in street name, you also will need proof of ownership to be admitted to the special meeting. A recent brokerage statement or letter from your broker, bank or other nominee is an example of proof of ownership. WHO PAYS FOR THE COST OF PROXY PREPARATION AND SOLICITATION? We pay for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokers, banks or other nominees for forwarding proxy materials to street name holders. We are soliciting proxies primarily by mail. In addition, our directors, officers and regular employees may solicit proxies by telephone, facsimile, mail, other means of communication or personally. These individuals will receive no additional compensation for their services other than their regular salaries. We will ask brokers, banks, and other nominees to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. We will reimburse them for their reasonable expenses. FORWARD-LOOKING STATEMENTS This proxy statement contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our company's or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believeextent that the ~~expectations reflected~~Company specifically incorporates it by reference in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States and Canada, we do not intend to update any of the forward-looking statements to conform these statements to actual results. CURRENCY Unless otherwise specified, all dollar amounts are expressed in United States dollars. 4 ~~VOTING SECURITIES~~such filing.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND ~~PRINCIPAL HOLDERS THEREOF~~ MANAGEMENT

The following ~~tables set~~table sets forth as of ~~JULY 27, 2011, certain information with respect to~~ the ~~beneficial ownership~~Record Date the number of shares of our common stock beneficially owned by (i) each ~~stockholder~~person who is known by us to be the beneficial owner of more than 5%five percent of our common ~~stock, by~~stock; (ii) each director and director nominee; (iii) each of ~~our current~~the named executive officers in the Summary Compensation Table; and (iv) all directors and executive ~~officers. Each person has sole voting and investment power with respect to~~officers as a group.

As of the Record Date, the Company had 14,988,948 shares of common stock except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. In the following tables, we have determined the number and percentage of shares beneficially owned in accordance with Rule 13d-3 of the SECURITIES EXCHANGE ACT OF 1934 based on information provided to us by our controlling stockholder, executive officers and directors, and this information does not necessarily indicate beneficial ownership for any other purpose. In determining the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we include any shares as to which the person has sole or shared voting power or investment power, as well as any shares subject to warrants or options held by that person that are currently exercisable or exercisable within 60 days. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS

~~---------- 1. Percentage of ownership is based on 2,300,000 shares of our common stock~~ issued and outstanding as of July 27, 2011. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.outstanding. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and generally includes voting or investment power with respect to securities. ~~Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing~~Unless otherwise indicated, the ~~percentage ownership of~~stockholders listed in the ~~person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. 2. The Company does not know who holds the~~table have sole voting and dispositive control over these shares. CHANGES IN CONTROL We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our company. 5 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON No person who has been a director or executive officer of our company at any time since the beginning of our fiscal year ended November 30, 2010 and no associate of any of the foregoing persons has any substantial interest, direct or indirect, by security holding or otherwise, in any matter to be acted upon. PROPOSAL 1 APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION Our Board is asking our stockholders to approve the Certificate of Amendment to Articles of Incorporation. The following discussion summarizes the amendments to the current Articles of Incorporation: SECTION 4 BOARD OF DIRECTORS On Articles of Incorporation was filed in the Nevada Secretary of State's office with incorrect information relating to the names of our directors and officers. Clifford Belgica is listed on our Articles of Incorporation as a director. Mr. Belgica was never intended to be appointed to our Board. We would like to correct this information and add supplemental information to our Articles of Incorporation. Section 4 of our Articles of Incorporation would be amended to read as follows: Names and Addresses of the Board of Directors/Trustees are: (1) Guilbert Cuison of Block 616 Bedrock Reservoir Road, Singapore, 470616 and (2) Jerome Golez of Block 117 Bishan St., Singapore, 570117 Also, the following provisions will be added to Section 4: 4.1 Number of Directors. The number of the directors constituting the entire Board will be not less than one (1) nor more than fifteen (15) as fixed from time to time by vote of the majority of the entire Board, provided, however, that the number of directors will not be reduced so as to shorten the term of any director at the time in office. 4.2 Vacancies. Any vacancies in the Board of Directors for any reason, and any directorships resulting from any increase in the number of directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen will hold office during the remainder of the term of office of the resigning director. NARRATIVE DISCUSSION OF SECTION 4 This section would give our Board the ability to set the number of directors of the Board, provided such number is no more than fifteen. Further, this section would give our Board the ability to fill any vacancies that result from such an increase. This section will give our Board the flexibility to alter the Board as needed. The Board requires such flexibility as it is expensive to call a meeting of the shareholders of the Company to change the Board. This may discourage our shareholders from calling a meeting to remove the existing directors, as our Board could increase the size of our Board and fill the vacancy. The shareholders who called the meeting would not obtain control over a majority of our Board. Appendix The following sections would be added as an appendix to our Articles of Incorporation: 6 SECTION 8 ACQUISITION OF CONTROLLING INTEREST The Corporation elects not to be governed by NRS 78.378 to 78.3793, inclusive. NARRATIVE DISCUSSION OF SECTION 8 This section would add a clause opting out of the acquisition of controlling interest provisions of the Nevada Revised Statutes to our articles of incorporation. The Nevada Revised Statutes contain provisions governing acquisition of controlling interest of a Nevada corporation with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and which conducts business directly or indirectly in Nevada. These provisions provide generally that any person or entity that acquires certain percentage of the outstanding voting shares of a Nevada corporation may be denied voting rightsinvestment power with respect to the ~~acquired~~ shares ~~unless the holders~~indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾	Percent⁽¹⁾
Oded Shvartz 130 Biruintei Blvd. Pantelmon Ilfov, Romania	1,830,658 Direct	12.21%
Image Securities fzc. 2310, 23rd floor, Tiffany Towers, JLT Dubai, UAE	2,564,102 Direct⁽³⁾	15.76%

Security Ownership of the voting power of the corporation, excluding shares as to which any of such acquiring person or entity, an officer or a director of the corporation, and an employee of the corporation exercises voting rights, elect to restore such voting rights in whole or in part. These provisions apply whenever a person or entity acquiresManagement

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾	Percent⁽¹⁾
Vered Caplan c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876	716,714 Direct⁽⁴⁾	4.6%
Neil Reithinger 14201 N. Hayden Road, Suite A-1 Scottsdale, AZ 85260	79,167 Direct⁽⁵⁾	<1%
Prof. Sarah Ferber c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876	231,826 Direct⁽⁶⁾	1.5%
Dr. Denis Bedoret c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876	1,875⁽²⁾	<1%
Guy Yachin c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876	70,518 Direct⁽⁷⁾	<1%
Dr. David Sidransky c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876	52,805 Direct⁽⁸⁾	<1%
Yaron Adler c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876	163,078 Direct⁽⁹⁾	1.07%
Ashish Nanda c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876	-⁽³⁾	-
Directors & Executive Officers as a Group (8 persons)	1,315,983 Direct	8.07%

Securities Authorized for the operation of these provisions, would bring voting power of such person or entity in the election of directors within any of the following three ranges: * 20% or more but less than 33 1/3%; * 33 1/3% or more but less than or equal to 50%; or * more than 50%. The stockholders of a corporation may elect to exempt the stock of the corporation from these acquisition of controlling interest provisions through adoption of a clause to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common stock from these acquisition of controlling interest provisions. As of JULY 27, 2011, we only have approximately six stockholders of record, so we do not believe that we are subject to these acquisition of controlling interest provisions, although there can be no assurance that in the future these provisions will not apply to us. Our Board has determined that, should we become subject to these provisions, it would place unnecessary burdens on our company in connection with the completion of third party financings, and has thus decided to amend our articles of incorporation to specifically forego these provisions. We do not believe that opting out of these provisions will affect our majority stockholder and minority stockholders differently. In addition, even if we subsequently become subject to these acquisition of controlling interest provisions, we do not believe that opting out of these provisions will have any impact on our current majority shareholders because these provisions do not apply to any person or entity which already has a majority or more of all the voting power of our company in the election of directors. We have no intentions, plans, proposals or arrangements at this time with regard to transactions that would be effected by this proposal. SECTION 9 COMBINATIONS WITH INTEREST STOCKHOLDERS The Corporation elects not to be governed by NRS 78.411 to 78.444, inclusive. NARRATIVE DISCUSSION OF SECTION 9 This section would add a clause opting out of the combinations with interested stockholders provisions of the Nevada Revised Statutes. The Nevada Revised Statutes contain provisions governing combination of a Nevada corporation that has 200 or more stockholders of record with an interested stockholder. These provisions may have effect of delaying or making it more difficult to effect a change in control of our company. 7 A corporation affected by these provisions may not engage in a combination within three years after the interested stockholder acquires his, her or its shares unless the combination or purchase is approved by the Board before the interested stockholder acquired such shares. Generally, if approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the Board before the person became an interested stockholder or a majority of the voting power held by disinterested stockholders, or if the consideration to be received per share by disinterested stockholders is at least equal to the highest of: * the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or within three years immediately before, or in, the transaction in which he, she or it became an interested stockholder, whichever is higher; * the market value per share on the date of announcement of the combination or the date the person became an interested stockholder, whichever is higher; or * if higher for the holders of preferred stock, the highest liquidation value of the preferred stock, if any. Generally, these provisions define an interested stockholder as a person who is the beneficial owner, directly or indirectly of 10% or more of the voting power of the outstanding voting shares of a corporation. Generally, these provisions define combination to include any merger or consolidation with an interested stockholder, or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an interested stockholder of assets of the corporation having: * an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation; * an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation; or * representing 10% or more of the earning power or net income of the corporation. These business combination provisions apply only to a corporation that has 200 or more stockholders of record. These provisions do not apply if articles of incorporation of a corporation are amended to contain a clause expressly electing not to be governed by these provisions before the date the corporation has 200 or more stockholders of record. Our current articles of incorporation do not contain such a clause. Although we do not believe that we are currently subject to these business combination provisions since we only have approximately six stockholders of record as of JULY 27, 2011, there can be no assurance that in the future these provisions will not apply to us. Should we become subject to these provisions, it could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price. As such, the application of these provisions may limit the ability of our stockholders to approve a transaction that they may deem to be in their interests. Our Board has determined that, should we become subject to these provisions, it would place unnecessary burdens on our company in connection with the completion of beneficial business transactions with interested stockholders, and has therefore decided to amend our articles of incorporation to specifically forego these provisions. We do not believe that opting out of these provisions will affect our majority stockholder and minority stockholders differently. In addition, even if we subsequently become subject to these business combination provisions, we do not believe that opting out of these provisions will have any impact on any transactions between our company and our current majority shareholders because these provisions are inapplicable to any interested stockholder who first became an interested stockholder on the date we first have 200 or more stockholders of record solely as a result of our having 200 or more stockholders of record. 8 We have no intentions, plans, proposals or arrangements at this time with regard to transactions that would be effected by this proposal. SECTION 10 LIABILITY To the fullest extent permitted by NRS 78, a director or officer of the Corporation will not be personally liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, provided that this article will not eliminate or limit the liability of a director or officer for: (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or (b) the payment of distributions in violation of NRS 78.300, as amended. Any amendment or repeal of this Section 11 will not adversely affect any right or protection of a director of the Corporation existing immediately prior to such amendment or repeal. NARRATIVE DISCUSSION OF SECTION 10 This section would add a clause to our articles of incorporation stating that, to the fullest extent permitted by Chapter 78 of the Nevada Revised Statutes, our director or officer will not be personally liable to our company or our stockholders for damages for breach of fiduciary duty as a director or officer unless acts or omissions of such director or officer involve intentional misconduct, fraud or a knowing violation of law or such director makes the payment of distributions to our stockholders in violation of the Nevada law. While this type of limitation of liabilities is already permitted in the Nevada Revised Statutes, we believe it is advisable to set forth our intentions in our articles of incorporation and clarify the scope of the protection against personal liability. We believe that this amendment will clarify that the protection against personal liability extends to our officers. The additional certainty provided by this amendment may help us attract and retain directors and officers and to allow directors and officers to perform their duties without being concerned about frivolous lawsuits. We are not aware of any pending, threatened or possible matters that may be impacted by this proposal. SECTION 11. INDEMNIFICATION 11.1 Right to Indemnification. The Corporation will indemnify to the fullest extent permitted by law any person (the "Indemnitee") made or threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the Corporation) by reason of the fact that he or she is or was a director of the Corporation or is or was serving as a director, officer, employee or agent of another entity at the request of the Corporation or any predecessor of the Corporation against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys' fees and disbursements) that he or she incurs in connection with such action or proceeding. 11.2 Inurement The right to indemnification will inure whether or not the claim asserted is based on matters that predate the adoption of this Section 12, will continue as to an Indemnitee who has ceased to hold the position by virtue of which he or she was entitled to indemnification, and will inure to the benefit of his or her heirs and personal representatives. 9 11.3 Non-exclusivity of Rights The right to indemnification and to the advancement of expenses conferred by this Section 12 are not exclusive of any other rights that an Indemnitee may have or acquire under any statute, bylaw, agreement, vote of stockholders or disinterested directors, these Articles of Incorporation or otherwise. 11.4 Other Sources The Corporation's obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or other entity will be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from such other entity. 11.5 Advancement of Expenses The Corporation will, from time to time, reimburse or advance to any Indemnitee the funds necessary for payment of expenses, including attorneys' fees and disbursements, incurred in connection with defending any proceeding for which he or she is indemnified by the Corporation, in advance of the final disposition of such proceeding; provided that the Corporation has received the undertaking of such director or officer to repay any such amount so advanced if it is ultimately determined by a final and unappealable judicial decision that the director or officer is not entitled to be indemnified for such expenses. NARRATIVE DISCUSSION OF SECTION 11 This section would add a clause stating that, we will indemnify to the fullest extent permitted by law any person made or threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of our company) by reason of the fact that he or she is or was a director or officer of our company or is or was serving as a director or officer of another entity at the request of our company or any predecessor of our company against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys' fees and disbursements) that he or she incur in connection with such action or proceeding. In addition, the clause provides that we will, from time to time, reimburse or advance the funds necessary for payments of expenses, including attorneys' fees and disbursements, incurred in connection with defending any proceeding such director or officer is indemnified by our company, in advance of the final disposition of such proceeding; provided that we have received the undertaking of such person to repay any such amount so advanced if it is ultimately determined by a final and unappealable judicial decision that he or she is not entitled to be indemnified for such expenses. While this type of indemnification is already permitted in the Nevada Revised Statutes, we believe it is advisable to set forth our intentions in our articles of incorporation. Also our Board believes that the amendment clarifies and enhances the operation of indemnification and advancement of expenses. The additional certainty and comfort provided by the amendment may help us attract and retain directors and officers. There is currently no pending litigation or proceeding involving any of our director or officer for which indemnification is being sought. We are not aware of any pending, threatened or possible matters that may be impacted by this proposal. SECTION 12. BYLAWS The Board of Directors is expressly authorized to make, alter and repeal the Bylaws of the corporation, subject to the power of the shareholders of the corporation to change or repeal the Bylaws. 10 NARRATIVE DISCUSSION OF SECTION 12 This section would add a clause stating that our Board is authorized to alter and repeal our Bylaws. Our current articles and bylaws require the vote of a majority of our shareholders to alter or repeal our Bylaws. Our Board believes that providing the directors with the ability to alter our Bylaws will make the administration of the future operations of the Company more efficient and provide more flexibility for the management of the Company within the limits of applicable law. Our Board is not currently contemplating any changes to our bylaws, other than as set forth in the Proxy Statement. Our Board recommends that you vote FOR the approval of the Certificate of Amendment to Articles of Incorporation. The full text of the Certificate of Amendment to Articles of Incorporation are attached hereto as Exhibit A. The Board encourages shareholders to review Exhibit A in its entirety. PROPOSAL 2 TO AMEND AND RESTATE THE COMPANY'S BYLAWS Our Board requests the approval of the holders of a majority of our outstanding common stock of the amendment and restatement of our Bylaws (the "Amended and Restated Bylaws"). Our Board believes the Amended and Restated Bylaws are in the best interests of our company as they provide our company with the flexibility necessary to carry out our business plan and attract potential strategic partners. The Amended and Restated Bylaws will also be more consistent with Nevada law as it relates to actions which are permissible by the Board and which do not customarily require shareholder approval. Therefore, the Board believes that the Amended and Restated Bylaws will make the administration of the future operations of the Company more efficient and provide more flexibility for the management of the Company within the limits of applicable law, including, allowing the Board to set the number of Directors, fill vacancies in the Board or amend the bylaws, without the time or expense required to call for a meeting of shareholders, and providing for a majority, rather than unanimous, consent of shareholders to take action on a matter in writing in lieu of a shareholders meeting. The adoption of the Amended and Restated Bylaws will not alter the directors' fiduciary obligations to the Company. The adoption of the Amended and Restated Bylaws will provide our Directors with more authority. As such, actions that previously required the approval of shareholders can be undertaken by our Board. As our management owns a majority of our common shares, they will be able to sign a consent resolution approving of corporate actions. We will be required to notify our shareholders of any corporate action undertaken by consent resolution by sending every shareholder that was not solicited a Schedule 14C Information Statement. The Information Statement must be sent to the shareholders at least 20 days before any corporate action is taken pursuant to a written consent. Further, these amendments will make it more difficult for a dissent group of shareholders to takeover our company. The following discussion briefly summarizes the significant differences between the current Bylaws of the Company (the "Old Bylaws") and the Amended and Restated Bylaws. ANNUAL MEETINGS The Old Bylaws require an annual meeting each year. The Amended and Restated Bylaws remove this requirement as holding an annual general meeting is not a requirement under the Nevada Revised Statues. QUORUM The Old Bylaws set quorum for a shareholders' meeting at a majority of the outstanding shares of the Company entitled to vote to at the meeting. The Amended and Restated Bylaws set quorum for a shareholders' meeting at ten percent of the outstanding shares of the Company entitled to vote at the meeting. 11 SPECIAL MEETINGS OF STOCKHOLDERS The Old Bylaws provide that special meetings of the stockholders may be called by the Board, the President, or by the holders of not less than one-tenth (1/10) of all of the shares of the Company entitled to vote at such meeting. The Amended and Restated Bylaws provide that special meetings of the stockholders may be called by the President or the Secretary by resolution of the Board or at the request in writing of stockholders owning a majority entitled to vote. PROXY The Old Bylaws provide that proxies shall not be valid after the expiration of eleven (11) months of the date thereof, unless provided otherwise in the proxy. The Amended and Restated Bylaws remove this section. ACTION BY SHAREHOLDERS IN LIEU OF MEETING The Old Bylaws require unanimous written consent in order for the Company's shareholders to take action without a meeting of shareholders. The Amended and Restated Bylaws reduce this requirement to provide that shareholders may take action without a meeting if such action is approved by the written consent of shareholders holding a majority of the voting power of the Company, thereby allowing our shareholders to take action by written consent, with the same approval thresholds as required for meetings, without the necessity of calling a special meeting. NUMBER OF DIRECTORS The Old Bylaws provide that the number of directors of the Company shall be established by resolution of the shareholders of the Company. The Amended and Restated Bylaws state that the number of directors of the Company shall be established by resolution of the Board or shareholders of the Company. BOARD VACANCIES The Old Bylaws require that vacancies on the Board may be filled by the affirmative vote of the majority of shareholders of the Company. The Amended and Restated Bylaws allow vacancies to be filled by either the affirmative vote of the majority of shareholders or a majority of the remaining directors, thereby allowing the Company to more timely and efficiently bolster and complement the current slate of directors with additional qualified persons whose background and skills will benefit the Company and its operations. REMOVAL OF DIRECTORSIssuance Under the Old Bylaws, any director may be removed with or without cause by the vote of holders of a majority of the shares entitled to vote at an election of directors. The Amended and Restated Bylaws increase this requirement by providing that any director may be removed from office by the vote of holders of two-thirds (2/3) of the voting power of the Company. This will make it more difficult for our shareholders to remove our directors. INDEMNIFICATION Although both the Old Bylaws and Amended and Restated Bylaws provide for the indemnification of directors or officers of the Company to the full extent permitted by law, the Amended and Restated Bylaws also provide additional detail with respect to the types of claims for which such individuals may be indemnified, exceptions to the Company's indemnification requirements, expense reimbursement, determination that indemnification is proper, and insurance. 12 AMENDMENT The Old Bylaws provide that the bylaws may be amended by the vote of a majority of the shareholders of the Company, while the Amended and Restated Bylaws state that the bylaws may be amended by shareholders or the Board. We are also requesting an amendment to our articles to allow our Amended and Restated Bylaws to be amended by our Board. ANTI-TAKEOVER EFFECTS These changes may also have anti-takeover effects, making it more difficult for or preventing a third-party from acquiring control of our company or changing our Board and management. These provisions may also have the effect of deterring hostile takeovers or delaying changes in our control or in our management. One common method for a shareholder to takeover a company is for the shareholder to call a meeting. Shareholders owning 10% of our issued and outstanding common shares will no longer be permitted to call a meeting of our shareholders. Only shareholders owning a majority of our issued and outstanding common shares are permitted to call a meeting of our shareholders. This may discourage a third party from acquiring shares for the purpose of calling a shareholders' meeting. Further, we now require shareholders owning two-thirds (2/3) of the voting power of the Company to remove directors. This may discourage a third party from acquiring shares for the purpose of removing our directors. Further our directors may increase the size of the Board. This may discourage our shareholders from calling a meeting to remove the existing directors, as our Board could increase the size of the Board and fill the vacancy. The shareholders who called the meeting would not obtain control over a majority of our Board. The Amended and Restated Bylaws also include administrative and stylistic changes which have not been detailed herein. The full text of the Amended and Restated Bylaws are attached hereto as Exhibit B. The Board encourages shareholders to review Exhibit B in its entirety. The Board unanimously recommends a vote "FOR" the approval of The Amended and Restated Bylaws. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS OR INDIVIDUAL COMPENSATION ARRANGEMENTS Existing Equity Compensation Plans

The following table summarizes certain information regarding our equity compensation ~~plan or individual compensation arrangements~~plans as atof November 30, ~~2010: EQUITY COMPENSATION PLAN INFORMATION~~ 2017:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders⁽¹⁾	83,334	$7.20	1,666,666
Equity compensation plans not approved by security holders⁽²⁾	1,921,101	$5.29	494,880
Total	2,004,435	$5.34	2,161,546

~~Number~~
⁽¹⁾	Consists of ~~Securities~~the 2017 Plan. For a description of this plan see Note 13 to ~~be Number~~our 2017 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended November 30, 2017.

⁽²⁾	Consists of ~~Securities Issued Upon Exercise~~the Global Plan. For a description of ~~Weighted-Average Exercise Remaining Available~~this see Note 13 to our 2017 Consolidated Financial Statements included in our Annual Report on Form 10-K for Outstanding Options, Price of Outstanding Options, Future Issuance Under Warrants and Rights Warrants and Rights Equity Compensation Plans Plan Category (a) (b) (excluding column (a)) ------------- ------------------- ------------------- ------------------------- Equity Compensation Plans Nil N/A Nil Approved by Security Holders Equity Compensation Plans Not Nil N/A Nil Approved by Security Holders Total Nil N/A Nil the year ended November 30, 2017.

CERTAIN ~~PERSONS IN MATTERS TO BE ACTED UPON No~~RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

Except as set out below, since December 1, 2015, there have been no transactions, or currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest:

On September 15, 2014, the Company received a loan in the principal amount of $100,000 from Mr. Adler Investments (1999) Ltd., an entity of which Mr. Adler, one of the Company’s non-employee directors, is the sole shareholder. The loan, with an original interest rate of 6% per annum, was repayable on or before March 15, 2015. The loan, including accrued interest, was converted to the common stock of the company on June 11, 2018 at a conversion price of $4.80.

In January 2017, the Company entered into definitive agreements with Image Securities fzc. (“Image”) for the private placement of 2,564,115 units of the Company’s securities for aggregate subscription proceeds to the Company of $16 million at $6.24 price per unit. Each unit is comprised of one share of the Company’s common stock and a warrant, exercisable over a three-year period from the date of issuance, to purchase one additional share of common stock at a per share exercise price of $6.24. The subscription proceeds are payable on a periodic basis through August 2018. Each periodic payment of subscription proceeds will be evidenced by the Company’s standard securities subscription agreement. Up through the Record Date, Image remitted to the Company $8 million, in consideration of which, the investor received 1,282,051 shares of the Company’s common stock and three-year warrants to purchase up to an additional 1,282,051 shares of the Company’s common stock at a per share exercise price of $6.24. Pursuant to an agreement entered into between the Company and Image, so long as Image’s ownership of the company is 10% or greater, it is entitled to nominate a director to the Company’s Board of Directors. Mr. Nanda was nominated for a directorship at the 2017 and 2018 Annual Meetings in compliance with our contractual undertakings.

Pursuant to our Audit Committee charter adopted in March 2017, the Audit Committee is responsible for reviewing and approving, prior to our entry into any ~~substantial interest,~~such transaction, all transactions in which we are a participant and in which any parties related to us have or will have a direct or indirect ~~by security holding or otherwise, in any matter~~material interest.

We know of no other matters to be ~~acted upon~~submitted to a vote of shareholders at the ~~special~~Annual General Meeting. If any other matter is properly brought before the Annual General Meeting or any adjournment thereof, it is the intention of the persons named in the enclosed proxy to vote the shares they represent in accordance with their judgment. In order for any shareholder to nominate a candidate at a given annual general meeting, he or she must provide timely written notice to our Corporate Secretary as described below under “Stockholder Proposals.”

Under the rules of the SEC, stockholder proposals intended to be presented at the Company’s 2019 Annual Meeting of stockholders in accordance with Rule 14a-8 must be made in accordance with the by-laws of the Company and received by the Company, at its principal executive offices, for inclusion in the Company’s proxy statement for that meeting, no later than ••, 2019 (120 days prior to the anniversary of this year’s mailing date). Failure to deliver a proposal in accordance with these procedures may result in it not being deemed timely received.

Submitting a stockholder proposal does not guarantee that we will include it in our proxy statement. Our Nominating and Corporate Governance Committee reviews all stockholder proposals and makes recommendations to the board for actions on such proposals.

In addition, any stockholder intending to nominate a candidate for election to the board or to propose any business at our 2019 Annual Meeting, other than ~~elections~~stockholder proposals presented pursuant to ~~office. 13~~ ~~"HOUSEHOLDING" OF PROXY MATERIALS~~Rule 14a-8 under the Exchange Act, must give notice to the Corporate Secretary at our principal executive offices not earlier than the close of business on the 150th day (••, 2019) nor later than the close of business on the 120th day (••, 2019) prior to the first anniversary of the date of the preceding year’s Annual Meeting as first specified in the notice of meeting (without regard to any postponements or adjournments of such meeting after the notice was first given). The ~~Securities~~notice must include information concerning the nominee or proposal, as the case may be, and information concerning the proposing or nominating stockholder’s ownership of and agreements related to our stock. If the 2019 Annual Meeting is held more than 30 days before or after the first anniversary of the date of the 2018 Annual Meeting, the stockholder must submit notice of any such nomination and of any such proposal that is not made pursuant to Rule 14a-8 by the later of the 90^th day prior to the 2019 Annual Meeting or the 10^th day following the date on which public announcement of the date of such meeting is first made. We will not entertain any proposals or nominations at the meeting that do not meet the requirements set forth in our Bylaws. If the stockholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange ~~Commission permits~~Act, we may exercise discretionary voting under proxies that we solicit to vote in accordance with our best judgment on any stockholder proposal or nomination. To make a submission or request a copy of our Bylaws, stockholders should contact our Corporate Secretary. We strongly encourage stockholders to seek advice from knowledgeable counsel before submitting a proposal or a nomination.

The Company will pay the cost of the solicitation of proxies. Solicitation of proxies may be made in person or by mail, telephone, or telecopy by directors, officers, and employees of the Company. The Company does not intend to engage the services of others to solicit proxies in person or by telephone or telecopy. In addition, the Company may also request banking institutions, brokerage firms, custodians, nominees, and fiduciaries to forward solicitation material to the beneficial owners of common stock held of record by such persons, and the Company will reimburse such persons for the costs related to such services.

It is important that your shares be represented at the Annual Meeting. If you are unable to be present in person, you may vote by telephone or via the Internet. If you have received a paper copy of the proxy card by mail you may also sign, date and return the proxy card promptly in the enclosed postage-prepaid envelope.

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy ~~the~~ delivery requirements for proxy statements and ~~annual reports~~related notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or ~~annual report, as applicable,~~notice addressed to those stockholders. This process, which is commonly referred to as ~~"householding",~~“house holding,” potentially provides extra ~~conveniences~~convenience for stockholders and cost savings for companies. ~~Although we do not intend to household for our stockholders of record,~~The Company and some brokers household ~~our~~ proxy materials, ~~and annual reports,~~ delivering a single proxy statement ~~annual report~~or notice to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Once you have received notice from your broker or us that they or we will be ~~householding~~house holding materials to your address, ~~householding~~house holding will continue until you are notified otherwise or until you ~~revoke your consent.~~instruct us to the contrary. If, at any time, you no longer wish to participate in ~~householding~~house holding and would prefer to receive a separate proxy statement ~~or annual report,~~and related notices, or if you are receiving multiple copies of ~~either document~~the proxy statement and related notices and wish to receive only one, please notify your ~~broker. Stockholders who currently receive multiple copies~~broker if your shares are held in a brokerage account or us if you hold registered shares. You may notify us by sending a written request to Investor Relations, Orgenesis Inc., 20271 Goldenrod Lane, Germantown MD 208176, or by calling us at (480) 659-6404.

To the extent that this Proxy Statement is incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, then the section of this Proxy Statement entitled “Report of the ~~proxy statement at their address and would like~~Audit Committee” will not be deemed incorporated unless specifically provided otherwise in such filing. The content contained in, or that can be accessed through, our website is not incorporated into this Proxy Statement.

We will provide without charge to each person being solicited by this Proxy Statement, on the written request ~~"householding"~~ of ~~their communications should contact their broker. STOCKHOLDER PROPOSALS We have historically not held~~any such person, a copy of our annual ~~meetings of stockholders and if we decide to hold an annual meeting of stockholders, the deadline for submitting stockholder proposals for inclusion in our proxy statement and form of proxy~~report on Form 10-K (including any amendment on Form 10-K/A) for the ~~next annual meeting of stockholders is a reasonable time before we begin to print~~year ended November 30, 2017, including the financial statements and ~~send our proxy materials. Proposals received after~~financial statement schedules included therein. All such ~~time will be considered untimely. In addition, the acceptance of such proposals is subject to the Securities and Exchange Commission guidelines. All stockholder proposals, notices and~~ requests should be ~~made in writing and sent via registered, certified~~directed to Investor Relations, Orgenesis Inc., 20271 Goldenrod Lane, Germantown MD 208176, or express mail to Business Outsourcing Services Inc., 1001 SW 5th Avenue, Suite 1100, Portland OR 97204 , Attention: President. WHERE YOU CAN FIND MORE INFORMATION We file annual and other reports, proxy statements and other information with certain Canadian securities regulatory authorities and with the Securities and Exchange Commission in the United States. The documents filed with the Securities and Exchange Commission are available to the public from the Securities and Exchange Commission's websiteby calling us at www.sec.gov. The documents filed with the Canadian securities regulatory authorities are available at www.sedar.com. OTHER MATTERS Our Board does not intend to bring any other business before the special meeting, and so far as is known to our Board, no matters are to be brought before the special meeting except as specified in the notice(480) 659-6404.

By Order of the special meeting. BY ORDER OF THE BOARD OF DIRECTORS /s/ Guilbert Cuison ---------------------------------- Guilbert Cuison President, Secretary Director August 18, 2011 14 EXHIBIT A CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION ROSS MILLER Secretary of State 254 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of Corporation: Business Outsourcing Services Inc. 2. The articles have been amended as follows (provide article numbers, if available): 2. Names and Addresses of the Board of Directors/Trustees are: (1) Guilbert Cuison of Block 616 Bedrock Reservoir Road, Singapore, 470616 and (2) Jerome Golez of Block 117 Bishan St., Singapore, 570117 5. Purpose - see attached schedule ADDITIONAL PROVISIONS - see attached schedule 3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 71.4% of the voting power 4. Effective date of filing (optional): (must be no later than 90 days after the certificate is filed) 5. Signature (Required) X____________________________________ * If any proposed amendment would alter or change any preferences or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof. IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. SCHEDULE A TO ARTICLES OF INCORPORATION OF BUSINESS OUTSOURCING SERVICES INC. SECTION 4 BOARD OF DIRECTORS 4.1 Number of Directors. The number of the directors constituting the entire Board will be not less than one (1) nor more than fifteen (15) as fixed from time to time by vote of the majority of the entire Board, provided, however, that the number of directors will not be reduced so as to shorten the term of any director at the time in office. 4.2 Vacancies. Any vacancies in the Board of Directors for any reason, and any directorships resulting from any increase in the number of directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen will hold office during the remainder of the term of office of the resigning director. SECTION 5 PURPOSE The nature of the business of the Corporation and the objects or the purposes to be transacted, promoted, or carried on by it are to engage in any lawful activity. ADDITIONAL PROVISIONS SECTION 8 ACQUISITION OF CONTROLLING INTEREST The Corporation elects not to be governed by NRS 78.378 to 78.3793, inclusive. SECTION 9 COMBINATIONS WITH INTEREST STOCKHOLDERS The Corporation elects not to be governed by NRS 78.411 to 78.444, inclusive. SECTION 10 LIABILITY To the fullest extent permitted by NRS 78, a director or officer of the Corporation will not be personally liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, provided that this article will not eliminate or limit the liability of a director or officer for: (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or (b) the payment of distributions in violation of NRS 78.300, as amended. Any amendment or repeal of this Section 10 will not adversely affect any right or protection of a director of the Corporation existing immediately prior to such amendment or repeal. SECTION 11. INDEMNIFICATION 11.1 Right to Indemnification. The Corporation will indemnify to the fullest extent permitted by law any person (the "Indemnitee") made or threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the Corporation) by reason of the fact that he or she is or was a director of the Corporation or is or was serving as a director, officer, employee or agent of another entity at the request of the Corporation or any predecessor of the Corporation against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys' fees and disbursements) that he or she incurs in connection with such action or proceeding. 11.2 Inurement The right to indemnification will inure whether or not the claim asserted is based on matters that predate the adoption of this Section 11, will continue as to an Indemnitee who has ceased to hold the position by virtue of which he or she was entitled to indemnification, and will inure to the benefit of his or her heirs and personal representatives. 11.3 Non-exclusivity of Rights The right to indemnification and to the advancement of expenses conferred by this Section 11 are not exclusive of any other rights that an Indemnitee may have or acquire under any statute, bylaw, agreement, vote of stockholders or disinterested directors, these Articles of Incorporation or otherwise. 11.4 Other Sources The Corporation's obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or other entity will be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from such other entity. 11.5 Advancement of Expenses The Corporation will, from time to time, reimburse or advance to any Indemnitee the funds necessary for payment of expenses, including attorneys' fees and disbursements, incurred in connection with defending any proceeding for which he or she is indemnified by the Corporation, in advance of the final disposition of such proceeding; provided that the Corporation has received the undertaking of such director or officer to repay any such amount so advanced if it is ultimately determined by a final and unappealable judicial decision that the director or officer is not entitled to be indemnified for such expenses. SECTION 12. BYLAWS The Board of Directors is expressly authorized to make, alter and repeal the Bylaws of the corporation, subject to the power of the shareholders of the corporation to change or repeal the Bylaws. EXHIBIT B AMENDED AND RESTATED BYLAWS OF BUSINESS OUTSOURCING SERVICES INC. A NEVADA CORPORATION ARTICLE 1 STOCKHOLDERS SECTION 1 ANNUAL MEETING Annual meetings of the stockholders of Business Outsourcing Services Inc. (the "Corporation"), shall be held on the day and at the time as may be set by the Board of Directors of the Corporation (the "Board of Directors") from time to time, at which annual meeting the stockholders shall elect by vote a Board of Directors and transact such other business as may properly be brought before the meeting. SECTION 2 SPECIAL MEETINGS Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President or the Secretary by resolution of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose of the proposed meeting. SECTION 3 PLACE OF MEETINGS All annual meetings of the stockholders shall be held at the registered office of the Corporation or at such other place within or outside the State of Nevada as the Board of Directors shall determine. Special meetings of the stockholders may be held at such time and place within or outside the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof. SECTION 4 QUORUM; ADJOURNED MEETINGS The holders of at least ten percent (10%) of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. SECTION 5 VOTING Each stockholder of record of the Corporation holding stock which is entitled to vote at a meeting shall be entitled at each meeting of stockholders to one vote for each share of stock standing in their name on the books of the Corporation. Upon the demand of any stockholder, the vote for members of the Board of Directors and the vote upon any question before the meeting shall be by ballot. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall be sufficient to elect members of the Board of Directors or to decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. SECTION 6 PROXIES At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of the meeting. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer of the meeting. SECTION 7 ACTION - WITHOUT MEETING Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required. ARTICLE 2 DIRECTORS SECTION 1 MANAGEMENT OF CORPORATION The business of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders. SECTION 2 NUMBER, TENURE, AND QUALIFICATIONS The number of directors which shall constitute the whole board shall be at least one. The number of directors may from time to time be increased or decreased by resolution of the Board of Directors to not less than one nor more than fifteen. The Board of Directors shall be elected at the annual meeting of the stockholders and except as provided in Section 2 of this Article, each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. SECTION 3 VACANCIES Vacancies in the Board of Directors including those caused by an increase in the number of directors, may be filled by a majority of the remaining Board of Directors, though not less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the stockholders. The holders of two-thirds of the outstanding shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the members of the Board of Directors by vote at a meeting called for such purpose or by a written statement filed with the secretary or, in his absence, with any other officer. Such removal shall be effective immediately, even if successors are not elected simultaneously. A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any directors, or if the authorized number of directors be increased, or if the stockholders fail at any annual or special meeting of stockholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting. If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board of Directors or the stockholders shall have power to elect a successor to take office when the resignation is to become effective. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office. SECTION 4 ANNUAL AND REGULAR MEETINGS Regular meetings of the Board of Directors shall be held at any place within or outside the State which has been designated from time to time by resolution of the Board of Directors or by written consent of all members of the Board of Directors. In the absence of such designation, regular meetings shall be held at the registered office of the Corporation. Special meetings of the Board of Directors may be held either at a place so designated or at the registered office. Regular meetings of the Board of Directors may be held without call or notice at such time and at such place as shall from time to time be fixed and determined by the Board of Directors. SECTION 5 FIRST MEETING The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of the meeting of stockholders and at the place thereof. No notice of such meeting shall be necessary to the Board of Directors in order to legally to constitute the meeting, provided a quorum be present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. SECTION 6 SPECIAL MEETINGS Special meetings of the Board of Directors may be called by the Chairman or the President or by any Vice President or by any two directors. Written notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by mail, facsimile transmission, electronic mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records or if such address is not readily ascertainable, at the place in which the meetings of the Board of Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least five (5) days prior to the time of the holding of the meeting. In case such notice is hand delivered, faxed or emailed as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, faxing, emailing or delivery as above provided shall be due, legal and personal notice to such director. SECTION 7 BUSINESS OF MEETINGS The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though held at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. SECTION 8 QUORUM, ADJOURNED MEETINGS A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board of Directors shall be as valid and effective in all respects as if passed by the Board of Directors in regular meeting. A quorum of the Board of Directors may adjourn any meeting of the Board of Directors to meet again at a stated day and hour-provided, however, that in the absence of a quorum, a majority of the directors present at any meeting of the Board of Directors, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors. Notice of the time and place of holding an adjourned meeting need not be given to the absent directors if the time and place be fixed at the meeting adjourned. SECTION 9 COMMITTEES The Board of Directors may, by resolution adopted by a majority of the Board of Directors, designate one or more committees of the Board of Directors, each committee to consist of at least one or more of the members of the Board of Directors which, to the extent provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors. SECTION 10 ACTION WITHOUT MEETING Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or committee. SECTION 11 SPECIAL COMPENSATION The directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings. ARTICLE 3 NOTICES SECTION 1 NOTICE OF MEETINGS Notices of meetings of stockholders shall be in writing and signed by the President or a Vice President or the Secretary or an Assistant Secretary or by such other person or persons as the Board of Directors shall designate. Such notice shall state the purpose or purposes for which the meeting of stockholders is called and the time and the place, which may be within or without this State, where it is to be held. A copy of such notice shall be delivered personally to, sent by facsimile transmission or electronic mail or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears upon the records of the Corporation and upon such mailing of any such notice, the service thereof shall be complete and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to any officer of a Corporation or association, or to any member of a partnership shall constitute delivery of such notice to such Corporation, association or partnership. In the event of the transfer of stock after delivery of such notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee. SECTION 2 EFFECT OF IRREGULARLY CALLED MEETINGS Whenever all parties entitled to vote at any meeting, whether of the Board of Directors or stockholders, consent, either by a writing on the records of the meeting or filed with the Secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if they had been approved at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting, and such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing. SECTION 3 WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of the statutes, of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE 4 OFFICERS SECTION 1 ELECTION The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer, none of whom need be directors of the Corporation. Any person may hold two or more offices. The Board of Directors may appoint a Chairman of the Board of Directors, Vice Chairman of the Board of Directors, one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries. SECTION 2 CHAIRMAN OF THE BOARD The Chairman of the Board of Directors shall preside at meetings of the stockholders and the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect. SECTION 3 VICE CHAIRMAN OF THE BOARD The Vice Chairman of the Board of Directors shall, in the absence or disability of the Chairman of the Board of Directors, perform the duties and exercise the powers of the Chairman of the Board of Directors and shall perform such other duties as the Board of Directors may from time to time prescribe. SECTION 4 PRESIDENT The President shall be the

/s/ Vered Caplan
Vered Caplan
Chief Executive Officer of the Corporation and shall have active management of the business of the Corporation. SECTION 5 VICE PRESIDENT The Vice President shall act under the direction of the President and in the absence or disability of the President shall perform the duties and exercise the powers of the President. The Vice President shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Executive Vice Presidents or may otherwise specify the order of seniority of the Vice Presidents. The duties and powers of the President shall descend to the Vice Presidents in such specified order of seniority. SECTION 6 SECRETARY The Secretary shall act under the direction of the President. Subject to the direction of the President, the Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings. The Secretary shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the President or the Board of Directors. SECTION 7 ASSISTANT SECRETARIES The Assistant Secretaries shall act under the direction of the President. In order of their seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. SECTION 8 TREASURER The Treasurer shall act under the direction of the President. Subject to the direction of the President, the Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the Treasurer's office and for the restoration to the Corporation, in case of Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer's possession or under the Treasurer's control belonging to the Corporation. SECTION 9 ASSISTANT TREASURERS The Assistant Treasurers in the order of their seniority, unless otherwise determined by the President or the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. SECTION 10 COMPENSATION The salaries and compensation of all officers of the Corporation shall be fixed by the Board of Directors. SECTION 11 REMOVAL; RESIGNATION The officers of the Corporation shall hold office at the pleasure of the Board of Directors. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors. ARTICLE 5 CAPITAL STOCK SECTION 1 CERTIFICATES Every stockholder shall be entitled to have a certificate signed by the President or Secretary of the Corporation, certifying the number of shares owned by such stockholder in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of the certificate, which the Corporation shall issue to represent such stock. If a certificate is signed (1) by a transfer agent other than the Corporation or its employees or (2) by a registrar other than the Corporation or its employees, the signatures of the officers of the Corporation may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such officer. The seal of the Corporation, or a facsimile thereof, may, but need not be, affixed to certificates of stock. SECTION 2 SURRENDERED, LOST OR DESTROYED CERTIFICATES The Board of Directors may direct a certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed. SECTION 3 REPLACEMENT CERTIFICATES Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation, if it is satisfied that all provisions of the laws and regulations applicable to the Corporation regarding transfer and ownership of shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. SECTION 4 RECORD DATE The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, or the date for the payment of any distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, and any adjournment thereof, or entitled to receive payment of any such distribution, or to give such consent, and in such case, such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to notice of and to vote at such meeting, or any adjournment thereof, or to receive payment of such distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid. SECTION 5 REGISTERED OWNER The Corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including voting and distribution, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada. ARTICLE 6 GENERAL PROVISIONS SECTION 1 REGISTERED OFFICE The registered office of this Corporation shall be in the State of Nevada. The Corporation may also have offices at such other places both within and outside the State of Nevada as the Board of Directors may from time to time determine or the business of the Corporation may require. SECTION 2 DISTRIBUTIONS Distributions upon capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Distributions may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Articles of Incorporation. SECTION 3 RESERVES Before payment of any distribution, there may be set aside out of any funds of the Corporation available for distributions such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing distributions or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created. SECTION 4 CHECKS; NOTES All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. SECTION 5 FISCAL YEAR The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. SECTION 6 CORPORATE SEAL The Corporation may or may not have a corporate seal, as may from time to time be determined by resolution of the Board of Directors. If a corporate seal is adopted, it shall have inscribed thereon the name of the Corporation and the words "Corporate Seal" and "Nevada". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. ARTICLE 7 INDEMNIFICATION SECTION 1 INDEMNIFICATION OF OFFICERS AND DIRECTORS, EMPLOYEES AND OTHER PERSONS Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation or for its benefit as a director or officer of another Corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the General Corporation Law of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article. SECTION 2 INSURANCE The Board of Directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another Corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person. SECTION 3 FURTHER BYLAWS The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Nevada. ARTICLE 8 AMENDMENTS SECTION 1 AMENDMENTS BY BOARD OF DIRECTORS The Board of Directors, by a majority vote of the Board of Directors at any meeting may amend these Bylaws, including Bylaws adopted by the stockholders, but the stockholders may from time to time specify particular provisions of the Bylaws, which shall not be amended by the Board of Directors. ARTICLE 9 TRANSACTIONS WITH STOCKHOLDERS SECTION 1 ACQUISITION OF CONTROLLING INTEREST The Corporation elects not to be governed by NRS 78.378 through 78.3793, inclusive, of the Nevada PRIVATE CORPORATIONS ACT. SECTION 2 COMBINATIONS WITH INTERESTED STOCKHOLDERS The Corporation elects not to be governed by NRS 78.411 through 78.444, inclusive, inclusive, of the Nevada PRIVATE CORPORATIONS ACT. APPROVED AND ADOPTED this ____ day of ________ , 2011. -------------------------------------- Guilbert Cuison President, Secretary and Director CERTIFICATE I hereby certify that I am the Secretary of Business Outsourcing Services Inc., and that the foregoing Bylaws, constitute the code of Bylaws of Business Outsourcing Services Inc., as duly adopted by the majority stockholders of the Corporation on ________________ , 2011. DATED this ____ day of __________ , 2011. ---------------------------------------- Guilbert Cuison Secretary EXHIBIT C FORM OF PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BUSINESS OUTSOURCING SERVICES INC. PROXY - ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS September 2, 2011 The undersigned hereby appoints {Name of proxyholder}, proxy of the undersigned, with full power of substitution, to vote all of the shares of Common Stock of Business Outsourcing Services Inc.(the "Company") which the undersigned is entitled to vote at the Annual and Special Meeting of Stockholders of the Company to be held at the Company's solicitors at 800-885 West Georgia Street, Vancouver, BC V6C 3H1, on September 2, 2011, at 10:00 AM local time, or at any adjournment thereof. The undersigned hereby revokes any proxy or proxies heretofore given and acknowledges receipt of a copy of the Notice of Annual and Special Meeting and Proxy Statement, both dated {Proxy date}. Name: -------------------------------------------------------------------------- Address: ----------------------------------------------------------------------- THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREIN GIVEN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED TO APPROVE THE AMENDMENT TO THE ARTICLES OF INCORPORATION, AND TO APPROVE THE AMENDED AND RESTATED BYLAWS. For Against Abstain --- ------- ------- 1. To approve the Certificate of Amendment to our [ ] [ ] [ ] Articles of Incorporation 2. To approve the Amended and Restated Bylaws [ ] [ ] [ ] NOTE: Your signature should appear the same as your name appears hereon. If signing as attorney, executor, administrator, trustee or guardian, please indicate the capacity in which signing. When signing as joint tenants, all parties in the joint tenancy must sign. When a corporation gives a proxy, an authorized officer should sign it. ------------------------------------ ------------------------------------ Signature Date ------------------------------------ ------------------------------------ Signature Date PLEASE COMPLETE EACH SECTION OF THIS PROXY CARD AND MAIL IN THE PROVIDED ENVELOPE.

i.	Election of five director nominees named in the Proxy Statement;

ii.	Approval of certain terms of the Stockholders’ Agreement entered into in connection with the Stock Purchase Agreement dated June 28, 2018, by and among the Company, Masthercell Global Inc., a subsidiary of the Company (“Masthercell Global”), and GPP-II Masthercell, LLC (“GPP-II”), which grant certain rights to GPP-II with respect to Masthercell Global and the exercise by GPP-II of its rights under the Stockholders’ Agreement, each as described in the Proxy Statement;

iii.	Approval of the potential future issuance of the Company’s common stock upon the exercise of an option by GPP-II to exchange preferred stock of Masthercell Global pursuant to the terms of the Stockholders’ Agreement without the need for any limitation or cap on issuances as required by and in accordance with Nasdaq Listing Rule 5635;

iv.	Ratification of the appointment of Kesselman & Kesselman C.P.A.s, a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2018; and

v.	To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

i.	Election of the five director nominees named in this Proxy Statement;

ii.	Approval of certain terms of the Stockholders’ Agreement entered into in connection with the Stock Purchase Agreement dated June 28, 2018, by and among the Company, Masthercell Global Inc., a subsidiary of the Company (“Masthercell Global”), and GPP-II Masthercell, LLC (“GPP-II”), which grant certain rights to GPP-II with respect to Masthercell Global and the exercise by GPP-II of its rights under the Stockholders’ Agreement, each as described in the Proxy Statement;

iii.	Approval of the potential future issuance of the Company’s common stock upon the exercise of an option by GPP-II to exchange the preferred stock of Masthercell Global (the “Masthercell Global Preferred Stock”) pursuant to the terms of the Stockholders’ Agreement without the need for any limitation or cap on issuances as required by and in accordance with Nasdaq Listing Rule 5635;

iv.	Ratification of the appointment of Kesselman & Kesselman C.P.A.s, a member firm of PricewaterhouseCoopers International Limited (“Kesselman & Kesselman”), as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2018; and

v.	Consider and take action upon such other matters as may properly come before the meeting or any adjournment thereof.

		Salary				Accrued		Total
Name		Continuation		Bonus		Vacation Pay		Value

Vered Caplan	$	-	$	-	$	22,383	$	22,383
Sarah Ferber	$	-	$	-	$	191,722	$	191,722

Services		2017		2016
Audit fees	$	211,000	$	160,964
Audit related fees		22,000		31,193
Tax fees		-		9,250
Total fees	$	233,000	$	201,407

[X]	No fee required.
[ ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

[ ]	Fee paid previously with preliminary materials:
[ ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

	(1)	Amount previously paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

⁽¹⁾	None of these amounts were paid to the directors.

⁽²⁾	In accordance with SEC rules, the amounts in this column reflect the fair value on the grant date of the option awards granted to the named executive, calculated in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date fair value does not necessarily reflect the value of shares which may be received in the future with respect to these awards. The grant-date fair value of the stock options in this column is a non-cash expense for the Company that reflects the fair value of the stock options on the grant date and therefore does not affect our cash balance. The fair value of the stock options will likely vary from the actual value the holder receives because the actual value depends on the number of options exercised and the market price of our common stock on the date of exercise. For a discussion of the assumptions made in the valuation of the stock options, see Note 13 (Stock Based Compensation) to our financial statements, which are included in the Annual Report on Form 10-K.

⁽³⁾	Mr. Bultot resigned from the Board effective April 25, 2018.

⁽⁴⁾	Ms. Hanochi resigned from the Board effective March 23, 2017.

⁽¹⁾	Represents for Ms. Caplan, a leased automobile and communication expenses.

⁽²⁾	These are comprised of contribution by the Company to savings, severance, pension, disability and insurance plans generally provided in Israel, including education funds and managerial insurance funds. For Ms. Caplan, this amount represents Israeli severance fund payments, managerial insurance funds, disability insurance, supplemental education fund contribution, and social securities. For Prof Ferber, this amount represents Israeli severance fund payments, managerial insurance funds, disability insurance, supplemental education fund contribution, and social securities. See discussion below under “Employment/Consulting Agreements – Vered Caplan and Sarah Ferber.”

⁽¹⁾	On December 9, 2016, the Board granted Ms. Caplan 166,667 options for shares of common stock with an exercise price of $4.80 that are exercisable quarterly over two years from date of grant. On June 6, 2017, the Compensation Committee granted Ms. Caplan options for 83,334 shares of common stock at an exercise price of $7.20 that vest in two equal installments of 41,667 options, each on December 6, 2017 and June 6, 2018.

⁽²⁾	On December 9, 2016 the Board granted Mr. Reithinger 83,334 options for Common Shares that vest on a quarterly basis over two years at an exercise price of $4.80 per share.

⁽¹⁾	Percentage of ownership is based on 14,988,948 shares of our common stock outstanding as of August 24, 2018, after giving effect to a 12 for 1 reverse stock split effective November 16, 2017. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

⁽²⁾	Consists of options for 1,875 shares of common stock with an exercise price of $8.43 that are fully vested. Does not include options for 13,125 shares of common stock at an exercise price of $8.43 that are exercisable quarterly after September 30, 2018.

⁽³⁾	Includes warrants to purchase an additional 1,282,051 shares of common stock that are exercisable over a three year period from the date of issuance at a per share exercise price of $6.24. Mr. Ashish Nanda has voting and dispositive power over these securities.

⁽⁴⁾	Consists of options for 508,380 shares of common stock with an exercise price of $0.0012 that are fully vested, options for 125,000 shares of common stock with an exercise price of $4.80 and options for 83,334 shares of common stock at an exercise price of $7.20. Does not include options for 41,667 shares of common stock with an exercise price of $4.80 that are exercisable quarterly after December 9, 2017, options for 83,333 shares of common stock with an exercise price of $8.36 that are exercisable in equal installments of 41,666 shares on each of the 6th and 12th month anniversaries from date of grant and options for 166,668 shares of common stock with an exercise price of $8.36 that are exercisable in equal installments of 41,666 shares on each of the 6th and 12th month anniversaries from date of grant.

⁽⁵⁾	Consists of options for 16,667 shares of common stock with an exercise price of $6.00 that are fully vested and options for 62,500 shares of common stock with an exercise price of $4.80. Does not include options for 20,833 shares of common stock with an exercise price of $4.80 that are exercisable quarterly after December 9, 2017.

⁽⁶⁾	Consists of options for 231,826 shares of common stock with an exercise price of $0.0012 that are fully vested.

⁽⁷⁾	Consists of options for 39,267 shares of common stock with an exercise price of $10.20 that are fully vested and options for 31,251 shares of common stock with an exercise price of $4.80. Does not include options for 10,417 shares of common stock with an exercise price of $4.80 that are exercisable quarterly after December 9, 2017.

⁽⁸⁾	Consists of options for 20,834 shares of common stock with an exercise price of $9.00 that are fully vested and options for 31,251 shares of common stock with an exercise price of $4.80. Does not include options for 10,417 shares of common stock with an exercise price of $4.80 that are exercisable quarterly after December 9, 2017.

⁽⁹⁾	Consists of options for 58,908 shares of common stock with an exercise price of $9.48 that are fully vested, options for 31,251 shares of common stock with an exercise price of $4.80 and 9,616 warrants for shares of common stock with an exercise price of $6.24. Does not include options for 10,417 shares of common stock with an exercise price of $4.80 that are exercisable quarterly after December 9, 2017.