BIONEUTRAL GROUP, INC. AGREEMENT TO CONVERT BIONEUTRAL DEBENTURE
Exhibit 4.2
AGREEMENT
TO CONVERT
BIONEUTRAL
DEBENTURE
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”).
WHEREAS,
on January __, 2009, Bioneutral Group, Inc. (formerly, Moonshine Creations,
Inc.) entered into a Share Exchange Transaction with Bioneutral Laboratories
Corporation USA (the “Share Exchange
Agreement”).
WHEREAS,
in connection with the Share Exchange Transaction, the Company and the Holder
agree to convert the Debenture into common stock of Bioneutral Group, Inc., par
value $0.00001, (the “Common Stock”) at a rate of $1.00 per share of Common
Stock.
NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
set forth herein and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree
as follows:
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1.
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Conversion
of Debenture. The Holder hereby agrees to convert the full face
amount of the Debenture in the amount of $100,000 into shares of Common
Stock at a conversion price of $1.00 per share and the Company hereby
agrees to convert the Debenture into shares of Common Stock and issue
100,000 shares of Common Stock to the
Holder.
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2.
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Delivery
of Shares. Bioneutral shall deliver the full 100,000 shares of
Common Stock to the Holder within five (5) days following the closing date
of the Share Exchange Agreement.
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3.
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Effective
Date. This Agreement shall become effective upon the signing of
this Agreement.
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4.
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Headings. The
headings of this Agreement are for convenience of reference only and shall
not form part of, or affect the interpretation of, this
Agreement.
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5.
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Severability. In
the event that any provision of this Agreement is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be
deemed inoperative to the extent that it may conflict therewith and shall
be deemed modified to conform with such statute or rule of
law. Any provision hereof which may prove invalid or
unenforceable under any law shall not affect the validity or
enforceability of any other provision
hereof.
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6.
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Entire
Agreement; Amendments. This Agreement contains the entire
understanding of the parties with respect to the matters covered herein
and therein and, except as specifically set forth herein, neither of the
undersigned make any
representation,
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7.
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warranty,
covenant or undertaking with respect to such matters. No
provision of this Agreement may be waived or amended other than by an
instrument in writing signed by the party to be charged with
enforcement.
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8.
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Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of
Nevada.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to Convert the
Bioneutral Debenture as of the day and year first above written.
COMPANY:
BIONEUTRAL GROUP, INC.
By: ______________________
Name: Xxxxxxx
Xxxxxxx
Title: Director
[BUYER]
By: ______________________
Name:
Title:
