BioNeutral Group, Inc Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 20th, 2014 • BioNeutral Group, Inc • Industrial inorganic chemicals • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 26, 2014, by and between BIONEUTRAL GROUP, INC., a Nevada corporation, with headquarters located at 211 Warren Street, Newark, NJ 07103 (the “Company”), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill Road, Suite 410, Great Neck, NY 11021 (the “Buyer”).

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EQUITY PURCHASE AGREEMENT BY AND BETWEEN BIONEUTRAL GROUP, INC. AND SOUTHRIDGE PARTNERS II, LP Dated December __, 2012
Equity Purchase Agreement • December 14th, 2012 • BioNeutral Group, Inc • Retail-hobby, toy & game shops • New York

THIS EQUITY PURCHASE AGREEMENT entered into as of the ___ day of December, 2012 (this "AGREEMENT"), by and between SOUTHRIDGE PARTNERS II, LP, Delaware limited partnership ("INVESTOR"), and BIONEUTRAL GROUP, INC., a Nevada corporation (the "COMPANY").

Securities Purchase Agreement
Securities Purchase Agreement • June 20th, 2014 • BioNeutral Group, Inc • Industrial inorganic chemicals • Utah

This Securities Purchase Agreement (this “Agreement”), dated as of May 21, 2014, is entered into by and between BioNeutral Group, Inc., a Nevada corporation (“Company”), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

BIONEUTRAL GROUP, INC. PROMISSORY NOTE DUE MAY 31, 2013
BioNeutral Group, Inc • December 14th, 2012 • Retail-hobby, toy & game shops

THIS Note is a duly authorized issuance of up to $50,000.00 of BIONEUTRAL GROUP, INC., a Nevada corporation (the "Company") designated as its Note.

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • February 23rd, 2009 • BioNeutral Group, Inc • Retail-hobby, toy & game shops • New Jersey

SHARE EXCHANGE AGREEMENT, dated as of January 30, 2009 (this “Agreement”) by and among Bioneutral Group, Inc. (formerly, Moonshine Creations, Inc.), a Nevada corporation (“Moonshine”), the controlling shareholder of Moonshine set forth on Schedule I hereto (the “Moonshine Controlling Stockholder”), Bioneutral Laboratories Corporation USA, a Delaware corporation (“Bioneutral”) and the shareholders of Bioneutral set forth on Schedule II hereto (the “Bioneutral Shareholders”).

Consulting Agreement
Consulting Agreement • March 17th, 2010 • BioNeutral Group, Inc • Retail-hobby, toy & game shops

I, Andrew Kielbania, accept the position of Chief Scientist of Bioneutral Laboratories Corporation USA (the “Company”). I will accept responsibilities and take direction from the Company’s Board of Directors. I accept this position as of January 1, 2008 as a contractor for total monthly compensation of $10,000. Such compensation will not be paid until the Company has adequate funds in order to make payment on the compensation owed to me. No other compensation arrangements exist between myself and the Company.

Employment Agreement
Employment Agreement • November 8th, 2011 • BioNeutral Group, Inc • Retail-hobby, toy & game shops • New York

This EMPLOYMENT AGREEMENT (this “Agreement”), is made effective as of the [__] day of [___], 2011, (the “Effective Date”) by and between Bioneutral Group, Inc., a Nevada corporation, with an address at 211 Warren Street, Newark, New Jersey, 07103 (the “Company”) and Dr. Andrew Kielbania, an individual with an address at [______________] (the “Executive”).

LEASE
Lease • March 17th, 2010 • BioNeutral Group, Inc • Retail-hobby, toy & game shops • New Jersey

THIS LEASE AGREEMENT, made this 1st day of September, 2009 between ENTERPRISE DEVELOPMENT CENTER, at the New Jersey Institute of Technology, having an office at 211 Warren Street, Newark, New Jersey, 07103 (hereinafter referred to as the "Landlord"), and BioNeutral Group, Inc a Nevada corporation having an office at 211 Warren Street, Newark, NJ 07103, hereinafter referred to as the "Tenant").

BIONEUTRAL GROUP, INC. STOCK APPRECIATION RIGHTS AGREEMENT
Stock Appreciation Rights Agreement • February 18th, 2010 • BioNeutral Group, Inc • Retail-hobby, toy & game shops • Delaware

THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 3rd day of February, 2010, by and between BioNeutral Group, Inc., a Nevada corporation (the “Company”), and Chertoff Group, L.L.C., a Delaware limited liability company (the “Grantee”).

PROMISSORY NOTE MODIFICATION AGREEMENT – MICHAEL FRANCIS
Promissory Note Modification Agreement • August 23rd, 2013 • BioNeutral Group, Inc • Industrial inorganic chemicals • New Jersey

THIS PROMISSORY NOTE MODIFICATION AGREEMENT (this “Agreement) is made as of this day of July 1, 2013 between BioNeutral Group Inc., a Nevada corporation (the “Company”), and Michael Francis or his registered assigns (the “Holder”).

Contract
BioNeutral Group, Inc • February 5th, 2009 • Retail-hobby, toy & game shops • Delaware

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

BIONEUTRAL GROUP, INC. REGISTRATION AGREEMENT February 3, 2010
Registration Agreement • February 18th, 2010 • BioNeutral Group, Inc • Retail-hobby, toy & game shops • Delaware

THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of February 3, 2010, among BioNeutral Group, Inc., a Nevada corporation (the “Company”), Chertoff Group, L.L.C., a Delaware limited liability company (the “Investor”), each Eligible Investor Transferee who becomes a party to this Agreement by the execution and delivery of a Joinder (collectively, the “Other Investors”), and solely for purposes of Section 13 of this Agreement each of the executives listed on the signatory pages attached hereto (the “Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.

Employment Agreement
Employment Agreement • July 9th, 2012 • BioNeutral Group, Inc • Retail-hobby, toy & game shops • New Jersey

This EMPLOYMENT AGREEMENT (this “Agreement”), is made effective as of the 2nd day of July, 2012, (the “Effective Date”) by and between Bioneutral Group, Inc., a Nevada corporation, with an address at 55 Madison Avenue, Suite 400, Morristown, New Jersey, 07960 (the “Company”) and Mr. Mark Lowenthal, an individual with an address at 311 Walnut Street, Englewood, New Jersey 07631 (the “Executive”).

INDEMINIFCATION AGREEMENT
Indeminifcation Agreement • February 10th, 2012 • BioNeutral Group, Inc • Retail-hobby, toy & game shops • Nevada

THIS INDEMINIFICATION AGREEMENT (this “Agreement”) is entered into on October 29, 2011 by and among BioNeutral Group, Inc. a Nevada corporation (the “Company”) and the Indemnitee (“Indemnitee”) executing this Agreement.

PROFESSIONAL SERVICES AGREEMENT
Professional Services Agreement • March 23rd, 2009 • BioNeutral Group, Inc • Retail-hobby, toy & game shops • Maryland
BIONEUTRAL GROUP, INC. AGREEMENT TO CONVERT BIONEUTRAL DEBENTURE
BioNeutral Group, Inc • February 5th, 2009 • Retail-hobby, toy & game shops • Nevada

WHEREAS, Bioneutral Group, Inc. (the “Company”) offered for sale to _____________, the undersigned debenture holder, (the “Holder”) a debenture in the principal amount of $100,000 dated December __, 2008 (the “Debenture”).

DISTRIBUTORSHIP AGREEMENT
Distributorship Agreement • April 18th, 2013 • BioNeutral Group, Inc • Industrial inorganic chemicals • New York

This Distribution Agreement (the "Agreement") is made this day of April, 2013 (the "Effective Date") by and between BioNeutral Group, Inc., a Nevada corporation (the "Supplier"), whose registered office is at 55 Madison Avenue, Suite 400, Morristown, New Jersey 07960, and White Charger Limited, a New Zealand limited company (the "Distributor"), whose registered office is at Level 2, 63 Fort Street, Auckland, 1010, New Zealand.

COLLABORATION AGREEMENT
Collaboration Agreement • January 25th, 2012 • BioNeutral Group, Inc • Retail-hobby, toy & game shops • New Jersey

BioNeutral Group Inc. (together with BioNeutral Laboratories Corporation USA and their affiliates, “BONU” or the “company”); AND

PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • November 8th, 2011 • BioNeutral Group, Inc • Retail-hobby, toy & game shops • New York

THIS PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of November 7, 2011 by and between BioNeutral Group, Inc., a Nevada corporation (the “Company”), and Vinfluence Pty Ltd ACN 147 137 899 (“Purchaser”).

Parties
License Agreement • November 8th, 2011 • BioNeutral Group, Inc • Retail-hobby, toy & game shops • New South Wales

Bioneutral Group, Inc, a corporation organized under the laws of Nevada, with an executive office at 211 Warren Street, Newark, New Jersey 07103, Attn: Raj Pamani Bioneutral Laboratories Corporation USA a corporation organized under the laws of Delaware, 211 Warren Street, Newark, New Jersey 07103, Attn: Raj Pamani – together referred to as BONU

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SECURITIES TRANSFER AGREEMENT
Securities Transfer Agreement • September 22nd, 2014 • BioNeutral Group, Inc • Industrial inorganic chemicals • New York

This SECURITIES TRANSFER AGREEMENT (the “Agreement”), is entered into this 21st day of June, 2014, by and among JAMES CASSERLY (hereinafter referred to as "Seller"), Darling Capital, LLC (hereinafter referred to as the "Buyer") and BioNeutral Group, Inc. a Nevada corporation (“BONU" or the "Company").

SETTLEMENT AGREEMENT AND STIPULATION
Settlement Agreement and Stipulation • September 22nd, 2014 • BioNeutral Group, Inc • Industrial inorganic chemicals • New Jersey

THIS SETTLEMENT AGREEMENT and Stipulation dated as of September 20, 2013 by and between ASC Recap LLC ("ASC"), a limited liability company formed under the laws of the State of Connecticut, with offices in Fairfield County, Connecticut, and Bioneutral Group, Inc., a corporation incorporated under the laws of Nevada, with offices in Newark, New Jersey ("COMPANY").

BIONEUTRAL AND BARNABAS HEALTH TO COLLABORATE FOR SURGICAL INSTRUMENT STERILIZATION
BioNeutral Group, Inc • January 25th, 2012 • Retail-hobby, toy & game shops

MORRISTOWN, NJ: January 24, 2012: BioNeutral Group, Inc. (OTCBB: BONU), and Barnabas Health in West Orange, New Jersey, jointly announced today a collaborative research and revenue sharing agreement. The parties will develop protocols to trial Ygiene 206, a detergent cleaner, 90-second disinfectant and 20-minute sterilant. In addition, they will test new formulations designed for rapid cleaning and sterilization of surgical instruments, scopes, fabric and skin at Barnabas Health facilities.

Agreement to Assign and Settle Debt
Whereas, Bioneutral • November 8th, 2011 • BioNeutral Group, Inc • Retail-hobby, toy & game shops • New York

Whereas, BioN has concluded that as a consequence of BioN’s current financial condition BioN is not likely to be able to repay to its creditors the amounts owed to the creditors; and

PREFERRED STOCK DRAWDOWN AGREEMENT
Preferred Stock Drawdown Agreement • November 8th, 2011 • BioNeutral Group, Inc • Retail-hobby, toy & game shops • New York

THIS PREFERRED STOCK DRAWDOWN AGREEMENT (this “Agreement”) is made as of November 7, 2011 by and between BioNeutral Group, Inc., a Nevada corporation (the “Company”), and Vinfluence Pty Ltd ACN 147 137 899 (“Purchaser”).

ADVISORY AGREEMENT
Advisory Agreement • September 4th, 2009 • BioNeutral Group, Inc • Retail-hobby, toy & game shops • New York

This Advisory Agreement (this “Agreement”), dated this ___ day of August 2009 (the “Effective Date”), by and between Chertoff Group, L.L.C. (“Advisor”), a Delaware limited liability company, and BIONEUTRAL GROUP, INC. (the “Company”), a Nevada corporation.

First Amendment to the Advisory Agreement by and Between Chertoff Group, L.L.C. and BioNeutral Group, Inc.
BioNeutral Group, Inc • February 18th, 2010 • Retail-hobby, toy & game shops

This First Amendment to the Advisory Agreement dated 26 August 2009 (the “Amendment”), dated this 3rd day of February 2010 (the “Amendment Effective Date”), by and between Chertoff Group, L.L.C. (“Advisor”), a Delaware limited liability company, and BIONEUTRAL GROUP, INC. (the “Company”), a Nevada corporation; together “the Parties”.

Agreement FOR APPOINTMENT OF CHAIRMAN
BioNeutral Group, Inc • November 8th, 2011 • Retail-hobby, toy & game shops • New York
Consulting Agreement
Consulting Agreement • March 17th, 2010 • BioNeutral Group, Inc • Retail-hobby, toy & game shops

I, Raj Pamani accept the position of contractor of Bioneutral Laboratories Corporation USA (the "Company"). I will accept responsibilities and take direction from the Company's Board of Directors. I accept this position as of June 15, 2008 as a contractor for total monthly compensation of $10,000 and a one time stock issuance of 4,250,000 shares of the Company's common stock. No other compensation arrangements exist between myself and the Company.

Agreement to Assign and Settle Notes
BioNeutral Group, Inc • November 8th, 2011 • Retail-hobby, toy & game shops • New York

Whereas, BioN has concluded that as a consequence of BioN’s current financial condition BioN is not likely to be able to repay to its note holders the amounts owed to the note holders; and

SERIES F PREFERRED STOCK AGREEMENT Private and Confidential
Series F Preferred Stock Agreement • August 23rd, 2013 • BioNeutral Group, Inc • Industrial inorganic chemicals • Nevada

THIS SERIES F PREFERRED STOCK AGREEMENT (the “Agreement”), made as of the last date executed below (the “Effective Date”), by and among BioNeutral Group, Inc. a Nevada corporation with a principal address of 211 Warren Street, Newark, NJ 07103 (“the “Company”), and Mark Lowenthal, an individual with an address of c/o , 211 Warren Street, Newark, NJ 07103 (“Buyer”). Each of the Company and Buyer is a “Party” and together, are the “Parties.”

BIONEUTRAL GROUP, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 18th, 2010 • BioNeutral Group, Inc • Retail-hobby, toy & game shops • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of the 3rd day of February, 2010, by and between BioNeutral Group, Inc., a Nevada corporation (the “Company”), and Chertoff Group, L.L.C., a Delaware limited liability company (the “Grantee”).

CONSULTING AGREEMENT
Consulting Agreement • March 17th, 2010 • BioNeutral Group, Inc • Retail-hobby, toy & game shops • New York

This agreement is entered into between Bioneutral Laboratories Corporation USA, (Bioneutral) a company incorporated under the laws of Delaware with offices in New Jersey and Jina Partners DBA, Jina Ventures LLC a company incorporated under the laws of India and with offices in Mumbai, hereafter referred to as the Consultant.

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