SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 5th, 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”).
ContractBioNeutral 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. AGREEMENT TO CONVERT BIONEUTRAL DEBENTUREBioNeutral 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”).
