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[LETTERHEAD OF CRESCENDO INVESTOR RELATIONS]
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CRESCENDO COMMUNICATIONS, LLC
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Mr. Jacob Benarie, President & CEO
Orgenesis Inc. 70 Denya St.
Haifa, Israel
This letter confirms the following agreement between our respective companies:
1. Orgenesis Inc. ("Company") hereby retains Crescendo Communications, LLC
("Crescendo") effective March 15, 2012, for implementation of the Company's
investor relations program.
2. The services to be performed by Crescendo on behalf of the Company will
consist of the following ("Services"):
a. Providing objective counseling on the full spectrum of investor
relations issues including best practices, material disclosure,
corporate governance and crisis communications
b. Reviewing collateral marketing materials including:
i) Corporate fact sheet
ii) Investor slide presentation
iii) Investor relations section of the Company's website
c. Reviewing all financial press releases
d. Assembling and maintaining investor target lists and distribution
lists, handling all investor inquiries, and responding to requests for
information/investor kits, electronically or in hard copy
3. The term of this Agreement shall commence on March 15, 2012 and end on March
1, 2013.
4. In consideration of the Services, the Company shall pay Crescendo an initial
retainer of $1,500 to cover Services for the first month of the Agreement, which
payment shall be due and made upon on signing of the Agreement. Due on May 1,
2012, and due on the first of each subsequent month thereafter, the Company
Orgenesis Inc.
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shall pay Crescendo a $3,000 monthly retainer fee. If the Company is more than
thirty (30) days past due on any payment, Company shall be deemed in default of
this agreement and Crescendo shall not be obligated to perform any of its
Services under this agreement, in addition to retaining all of its rights and
remedies under the law.
5. This agreement shall automatically renew for a twelve month period on March
1, 2013, and March 1 for each subsequent twelve month period thereafter
("Renewal Date"). The Company may terminate the Agreement at any time after
September 1, 2012 by providing 30 days written notice. In the event Crescendo
fails to perform its responsibilities outlined in the Agreement, the Company
shall provide written Notice to Crescendo of such failure. If Crescendo fails to
cure or does not provide evidence it is in compliance with this Agreement within
30 days of receiving such Notice, or if Crescendo or its agents, employees,
directors or officers does any act which could result in criminal charges or
could otherwise bring Crescendo into disrepute, as determined by the Company
acting reasonably, then the Company shall have the right to terminate the
Agreement immediately.
6. The Company shall be responsible for all reasonable and necessary
out-of-pocket expenses and disbursements made by Crescendo on its behalf,
including but not limited to air travel, photocopying expenses, mail and express
packages, third party vendors, and other reasonable expenses. Any expenses
greater than $100 shall require prior approval by the Company. At the end of
each month, Crescendo shall invoice the Company and each invoice shall itemize
all Expenses and the Company shall reimburse Crescendo for them. Crescendo's
invoices to the Company will be dated as of the 1st of each month and are due
and payable within 30 days of the 1st of each month.
7. Crescendo acknowledges its responsibility to use reasonable efforts to
preserve the confidentiality of any information disclosed by Company on a
confidential basis to Crescendo, except for disclosures required by court order,
subpoena or other judicial process. Crescendo acknowledges that it is an offence
to trade in the securities of the Company while in possession of material
information regarding the Company that has not been publicly disclosed by the
Company. Crescendo agrees to comply with the terms of any insider trading policy
adopted by the Company from time to time and agrees not inform any party of
undisclosed material information regarding the Company. Crescendo is responsible
for the actions of its directors, officers, employees and agents in this regard.
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8. Company understands and acknowledges that Crescendo will rely upon the
accuracy of all information ("Information") provided to it by Company. Company
shall have full responsibility and liability to Crescendo for such Information
and Company shall indemnify, defend and hold Crescendo harmless from and against
any demands, claims, judgments and liabilities arising from or related thereto
(collectively "Claims Against Crescendo"). Company shall reimburse Crescendo for
amounts payable by Crescendo in settlement of or in payment of any Claims
Against Crescendo resulting from Crescendo's use of wrongful Information and
indemnify Crescendo for all costs and expenses incurred by Crescendo in
connection therewith, including without limitation, attorney's fees and costs of
defending Claims Against Crescendo. As well, Crescendo shall have full
responsibility and liability to Company for misusing or fabricating Information
and Crescendo shall indemnify, defend and hold Company harmless from and against
any demands, claims, judgments and liabilities arising from or related thereto
(collectively "Claims Against Company"). Crescendo shall reimburse Company for
amounts payable by Company in settlement of or in payment of any Claims Against
Company resulting from Crescendo's wrongful use of Information and indemnify
Company for all costs and expenses incurred by Company in connection therewith,
including without limitation, attorney's fees and costs of defending Claims
Against Company.
9. This Agreement constitutes the entire understanding and agreement between the
parties with respect to the subject matter here of and all prior contemporaneous
understandings; negotiations and agreements are merged herein.
10. The Agreement may not be altered, extended, or modified nor any of its
provisions waived, except by a document in writing signed by the party against
whom such alteration, modification, extension or waiver is sought to be
enforced.
11. A waiver by either party of any breach, act or omission of the other party
is not to be deemed a waiver of any subsequent similar breach, act or omission.
12. The terms and provisions of this Agreement shall be binding upon and shall
inure to the benefit of the parties, and their respective successors and
assigns.
Orgenesis Inc.
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13. This agreement shall be governed by, construed and enforced under the laws
of the State of New York without reference to any choice of law doctrine. With
respect to any and all controversies or claims arising out of or relating to
this Agreement or any alleged breach hereof, the parties agree hereto to submit
to the exclusive jurisdiction of the state courts of the State of New York.
If the foregoing correctly states our understandings, please execute the
enclosed two copies of this Agreement in the spaces provided for your signature
below and return one copy to the undersigned. We look forward to a long and
mutually successful relationship with your company.
Very truly yours,
Crescendo Communications, LLC
By: /s/ David K. Waldman
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David K. Waldman, President
Agreed to and Approved
this 13th day of March 2012.
Orgenesis Inc.
By: /s/ Jacob Benarie
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Mr. Jacob Benarie, CEO
