Exhibit 10.1


 


STOCK
SALE AGREEMENT


 


This STOCK SALE
AGREEMENT (“Agreement”) is made effective this 8th day of January, 2018 (“Effective Date”)
by and between BIO-EN HOLDINGS CORP., with a place of business at 56 Main Street, Monsey, New York 10952 (“Company”),
and the individual/entity with the name and address listed below, or its assignees (“Purchaser”). Company and
Purchaser are also individually and jointly referred to as “Party” and/or “Parties”.


 


WHEREAS, Company
has determined that it is in the best interests of Company to raise capital by means of the issuance of certain share capital in
Company to Purchaser on the terms and conditions more fully set forth in this Agreement; and


 


WHEREAS, Purchaser
desires to invest in Company pursuant to the terms and conditions more fully set forth in this Agreement.


 


NOW THEREFORE,
in consideration of the mutual promises and covenants set forth herein, the Parties hereby agree as follows:


 


1.          Purchase
and Sale. (a) Subject to the terms and conditions hereof, on/by January 28, 2018, or prior thereto if in individual tranches
(“Closing Date” and/or “Closing”), Company agrees to issue and sell to Purchaser, and Purchaser
agrees to purchases from Company 40,000,000 shares of Company’s common stock, the same subject to Regulation 144,
with a par share par value $0.001 US dollars ("Shares"), at an aggregate purchase price of TWO HUNDRED TEN
THOUSAND and xx/100 U.S. dollars ($210,000.00) (“Purchase Price”) and/or $0.00525 per share (“Per
Share Purchase Price”), to be paid at the/each Closing. The Purchase Price/Per-Share Purchase Price shall be remitted
to Company via wire transfers, as directed by Company, as per Schedule 1A, as follows: $200,000.00 by January 28, 2017, which
has been received, with the remainder, $10,000.0 to be paid at the Closing. Any such Shares purchased herein shall be distributed
to Purchaser within fourteen (14) business days from the/each Closing. The Parties shall sign the Escrow Letter attached hereto
as Exhibit A.


 


(b) The Purchase Price
shall first be distributed to those creditors of Seller as delineated on the attached Schedule 1B (“Creditor(s)”),
the assigned/negotiated payment to each Creditor being in exchange to that Creditor providing Company and Purchaser with acknowledgement
and release that such payment. Each Creditor shall, in consideration for the payments made as negotiated, execute a release in
favor of Company and Purchaser. A copy of the form of the Releases are attached hereto as Exhibit A. Any additional monies remaining,
after payment to the Creditors, shall be distributed first to the attorneys for the Sellers for legal fees owed in the representation
of this matter, with the net remainder, thereafter, to be disbursed to Serena Potash.


 


2.          Representations
and Warranties of Company. Company hereby represents and warrants to Purchaser, as follows:


 


(i) Company is duly
organized, validly existing and in good standing under the laws of the State of Delaware. Company has all requisite power and authority
to execute and deliver this Agreement and the other agreements contemplated hereby or which are ancillary hereto and to consummate
the transactions contemplated hereby and thereby.


 


(ii) The Shares, when
issued and allotted in accordance with this Agreement, will (A) be duly authorized, validly issued, fully paid, non-assessable,
(B) have the rights, preferences, privileges, and restrictions set forth in Company’s By-Laws and/or Certificate of Incorporation,
(C) be free and clear of any liens, claims, encumbrances or third-party rights of any kind; and, (D) be duly registered in the
name of Purchaser in Company's share transfer register.


 




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(iii) No Breach.
Neither the execution and delivery of this Agreement nor compliance by Company with the terms and provisions hereof or thereof,
will conflict with, or result in a breach or violation of, any of the terms, conditions and provisions of: (A) Company's Certificate
of Incorporation, or other governing instruments of Company, (B) any judgment, order, injunction, decree, or ruling of any court
or governmental authority, domestic or foreign, (C) any agreement, contract, lease, license or commitment to which Company is a
party or to which it is subject, or (D) any applicable law.


 


3.          Representations
and Warranties of Purchaser. Purchaser hereby represents and warrants to Company as follows:


 


(i) Purchaser has full
power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated
herein. This Agreement is the legal, valid and binding obligation of Purchaser enforceable in accordance with its terms.


 


(ii) The
execution and delivery of this Agreement by Purchaser and the consummation of the transactions contemplated herein do not and
will not violate or result in a default under the charter or bylaws of Purchaser, or any judgment, order, decree, law, rule
or regulation applicable to Purchaser. No consent, approval, authorization, order, filing, registration or qualification of
or with any governmental authority is required to be obtained by Purchaser in connection with the execution and delivery of
this Agreement by Purchaser or the consummation of the transactions contemplated herein.


 


(iii) Purchaser understands
that no U.S. and/or foreign federal or state agency has made any finding or determination as to the fairness of the terms of an
investment in the Shares, or any recommendation for or endorsement of the Shares being purchased pursuant to this Agreement, or
a determination as to the fairness or adequacy of this transaction.


 


(iv) Purchaser is aware
that the Shares or any interest therein may not be resold by the Purchaser in the absence of a corresponding/associated registration
under the Securities and Exchange Act of 1934 Act (“1934 Act”) and applicable securities laws or exemption from
registration. In particular, the Purchaser is aware that the Shares will be “restricted securities,” as such term is
defined in Rule 144 promulgated under the 1934 Act as revised 2/28/2008 (“Rule 144”). The Purchaser is aware
that Company has no obligation to cause the registration of any of the Shares purchased by Purchaser. The following legend (or
a legend substantially similar in substance) shall be placed on the certificate(s) evidencing the Shares purchased hereunder, the
restriction for at least six (6) months from the date of issuance:


 


"THE ISSUANCE AND
SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN
OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
THE SECURITIES."


 




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(v) The Purchaser has
reviewed all of the Securities and Exchange Commission (“SEC”) filings posted on www.sec.gov for Company including
the 10K, 10Q, and 8K filings and has received copies of such documents and such other information as the Purchaser has deemed necessary
in order to make an informed investment decision with respect to the purchase of the Shares.


 


(vi) Purchaser acknowledges
that Company, in its sole individual discretion, shall have the right to terminate this Agreement at any time, in whole or in part,
if Purchaser is in default under any of the terms hereof. As long as this Agreement is in effect Purchaser agrees to execute any
and all further documents necessary in the opinion of Company’s counsel to affect the sale and transfer of the Shares.


 


(vii) Purchaser has
evaluated the merits and risks of the proposed investment in the Shares, including those risks particular to Purchaser's situation,
and has determined that this investment is suitable for Purchaser. Purchaser has adequate financial resources for an investment
of this character, and at this time Purchaser can bear a complete loss of the Purchase Price, and Purchaser has been advised to
consult with an attorney and financial consultant of its choice regarding the legal and financial matters of this transaction and
will do so to the extent that it deems necessary. Further, Purchaser will continue to have, after making the proposed investment
in the Shares, adequate means of providing for Purchaser's current needs, the needs of those dependent on Purchaser, and possible
contingencies;


 


(viii) Purchaser is
acquiring the Shares for his own account, for investment only and not with a view towards the resale or distribution thereof, except
in accordance with all applicable federal and state laws and this Agreement. Purchaser understands that there are substantial restrictions
on the transferability of the Shares. The Shares will not be, and Purchaser has no right to require that the Shares be registered
by the Company. Accordingly, Purchaser may have to hold the Shares for an indefinite period of time if there is no market for the
Shares. Further, Purchaser affirms that it is a US resident/entity and not formed/existing solely for the purpose of acquiring
the Shares.


 


(ix) Purchaser is an
accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended pursuant
to Section 413(a) of the Dodd-Frank Act (“1933 Act”), which Rule 501(a) clarifies that net worth is calculated
by excluding only the investor's net equity in the primary residence, "calculated by subtracting from the estimated fair market
value of the property the amount of debt secured by the property, up to the estimated fair market value of the property and excluding
the value of the primary residence of such natural person".


 


(x) Neither this Agreement
nor any statement, list, certificate or other information furnished or to be furnished by or on behalf of Purchaser in connection
with this Agreement or any of the transactions contemplated hereby contains or will contain any untrue statement of a material
fact regarding Purchaser or the Shares or omits or will omit to state a material fact necessary to make the statements regarding
Purchaser or the Shares contained herein or therein, in light of the circumstances in which they are made, misleading.


 


(xi)
Purchaser is not relying on the Company or any of its respective employees or agents with respect to the legal, tax, economic and
related considerations as to an investment in the Shares. Purchaser has relied on the advice of or has consulted with only its
own advisors. Purchaser has received or has had full access to all the information it considers necessary or appropriate to make
an informed investment decision with respect to the Shares to be purchased by Purchaser under this Agreement. Purchaser
further has had an opportunity to ask questions and receive answers from Company regarding the terms and conditions of the transaction
and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable
effort or expense) necessary to verify any information furnished or to which such Purchaser had access. Purchaser is satisfied
as to all inquiries that Purchaser has concerning the Company and its business activities, and the purchase of the Shares.


 




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(xii) Purchaser acknowledges
that Company has made no representation concerning the Company; that Purchaser has conducted its own investigation and Company
disclaims any and all liabilities that they may incur with respect to the sale and transfer of Shares under the 1933 Act and the
1934 Act, including Rule 10b-5 promulgated thereunder.


 


(xiii) Purchaser is
sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of an investment in
the Shares and/or if it has utilized the services of a representative, then Purchaser, with such representative, have sufficient
experience in financial and business matter to be capable of evaluating the merits and risks of an investment in the Shares.


 


4.          Additional
Covenants. Each of the Parties hereto shall pay its own expense in connection with this Agreement and the transactions
contemplated hereby, including the fees and expenses of its counsel and its certified public accountants and other experts.


 


5.          Term/Termination.
This Agreement may be terminated: (i) By mutual consent of the Parties; (ii) By Company, if Purchaser is in material breach of
any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within ten (10) days of
the date of notice of default served by Company claiming such breach; provided, however, that the right to terminate this Agreement
pursuant to this Article shall not affect any completed Share purchases prior to the time notice of termination is delivered; and/or,
(iii) By Purchaser, if Company is in material breach of any representation, warranty, covenant or agreement herein contained and
such breach shall not be cured within ten (10) days of the date of notice of default served by Purchaser claiming such breach;
provided, however, that the right to terminate this Agreement pursuant to this Article shall not affect any completed Share purchases
prior to the time notice of termination is delivered.


 


6.          Miscellaneous



 


6.1        Further
Assurances. Each of the Parties hereto shall perform such further acts and execute such further documents as may reasonably
be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the Parties as reflected
thereby.


 


6.2        Governing
Law; Jurisdiction. This Agreement shall be governed by and construed according to the laws of the State of New York, without
regard to the conflict of law’s provisions thereof. All differences and disputes arising between the Parties in connection
with the Agreement and/or its interpretation and/or its performance and/or breach, shall be referred solely for the decision of
the applicable courts of Rockland County, New York. The non-prevailing party in any cause of action brought hereunder shall be
liable for the reasonable attorney's fees, expenses, and costs of suit incurred by the prevailing Party or Parties therein.


 


6.3        Successors
and Assigns; Assignment. Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of,
and be binding upon, the successors, assigns, heirs, executors, and administrators of the Parties hereto. All of the rights, privileges,
or obligations set forth in, arising under, or created by this Agreement to Purchaser may be assigned or transferred by Purchaser.
Purchaser cannot assign this Agreement without the express written consent of the Company.


 




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6.4        Entire
Agreement; Amendment and Waiver. This Agreement and the exhibits attached hereto constitute the full and entire understanding
and agreement between the Parties with regard to the subject matters hereof and thereof. This Agreement may be amended and the
observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance)
only with the written consent of both of the Parties to this Agreement.


 


6.5        Notices,
etc. All notices and other communications required or permitted hereunder to be given to a Party to this Agreement shall be
in writing and shall be telecopied or mailed by registered or certified mail, postage prepaid, via email, overnight delivery or
otherwise delivered by hand or by messenger, addressed to such Party's address as set forth below or at such other address as the
Party shall have furnished to each other Party in writing in accordance with this provision:


 


	If to Purchaser:	To the address below
	 	 
	If to Company:	Bio-En Holdings Corp.
	 	56 Main Street
	 	Monsey, New York 10952
	 	Attn.: 	Serena Potash, Chief Executive Officer
	 	Email: 	beylapotash@gmail.com


 


or such other address with respect to a
Party as such Party shall notify each other Party in writing as above provided. Any notice sent in accordance with this shall be
effective (i) if mailed, seven (7) business days after mailing, (ii) if sent by messenger, upon delivery, and (iii) if sent via
telecopier and/or email, three (3) business days from transmission and electronic confirmation of receipt or (if transmitted
and received on a non-business day) on the third business day following transmission and electronic confirmation of receipt
(provided, however, that any telecopier and/or email notice shall also be accompanied by mailing a copy via first class mail
and that notice of change of address shall only be valid upon receipt).


 


7.6        Delays
or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any Party upon any breach or default
under this Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver,
permit, consent, or approval of any kind or character on the part of any Party of any breach or default under this Agreement, or
any waiver on the part of any Party of any provisions or conditions of this Agreement, must be in writing and shall be effective
only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded
to any of the Parties, shall be cumulative and not alternative.


 


7.7        Severability.
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then
such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision
were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall
be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and
intention of the excluded provision as determined by such court of competent jurisdiction.


 


7.8        Confidentiality.
The terms and conditions of this Agreement and the transactions described herein, including the existence hereof and thereof,
shall be confidential information and shall not be disclosed to any third party. In the event of a disclosure required by law,
the disclosing party shall use all reasonable efforts to obtain confidential treatment of materials so disclosed. Any publication
or press release regarding the transaction contemplated herein or the activities of Company shall only be released after receiving
written approval of Company, which approval shall not be unreasonably withheld.


 




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7.9        Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against
the Parties actually executing such counterpart, and all of which together shall constitute one and the same instrument.


 


7.10      No
Finder's Fees. Each Party represents that it neither is nor will be obligated for any finder's or broker's fee or commission
in connection with this transaction. Purchaser agrees to indemnify and to hold harmless Company from any liability for any commission
or compensation in the nature of a finders' or broker's fee (and any asserted liability) for which Purchaser or any of its
officers, partners, employees, or representatives is responsible. Company agrees to indemnify and hold harmless Purchaser from
any liability for any commission or compensation in the nature of a finder's or broker's fee (and any asserted liability)
for which Company or any of its officers, employees or representatives is responsible.


 


7.11      Authorization.
Company and Purchaser mutually represent and covenant that this Agreement has been duly authorized, executed and delivered by Purchaser
and Company and represents the legal obligation of Purchaser and Company, enforceable against Purchaser or Company in accordance
with its terms.


 


IN WITNESS WHEREOF the Parties have
signed this Agreement as of the date first hereinabove set forth.


 


	Company:	 
	 	 
	BIO-EN HOLDINGS CORP.	 
	 	 	 
	By:	/s/ Serena
    B. Potash	 
	Name:	Serena B. Potash	 
	Title:	Chief Executive Officer	 


 


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Purchaser(s) signatures/acknowledgements
are on the following page.


 




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	Purchaser(s):	 
	 	 	 
	By:	/s/
    Baruch Adika	 
	Name:	BARUCH ADIKA	 
	 	 	 
	Amount of Shares Being Purchased: To be determined
	 	 	 
	Address:	201 Penhorn Avenue, Unit 2	 
	 	Secaucus NJ 07094	 
	 	 	 
	Purchaser(s):	 
	 	 	 
	By:	/s/
    Shlomi Shany a/k/a Shlomi Swid	 
	Name:	SHLOMI SHANY a/k/a SHLOMI SWID	 
	 	 	 
	Amount of Shares Being Purchased: To be determined
	 	 	 
	Address:	Riachuelo 2877	 
	 	San Clemente CA 92673	 


 


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SCHEDULE
1A


 


WIRE INSTRUCTIONS


 




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SCHEDULE
1B


 


Company Creditors


 


As of January 1, 2018


 


Access CFO/Berman & Co.


 


Geoffrey McClaren


 


Joseph Micalle


 


Serena Potash


 


Law Offices of Bruce W. Minsky, P.C.


 


Globex


 


Lucosky Brookman LLP/Szaferman, Lakind, Blumstein & Blader,
P.C.


 


Ossie Weitzman


 


VStock Transfer LLC


 


Toppan Vintag


 


Weinberg


 


Dov Weinstein & Co.


 




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EXHIBIT
A


 


Form of General Release


 




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GENERAL RELEASE


 


This General Release, dated _______ ___, 201__, is given.


 


	BY:	the Releasor, _____________________________ referred to as “I”, “Our” and/or “We”.
	 	 
	TO:	the Releasee(s), BIO-EN HOLDINGS CORP. (“Bio-En”, “You” and/or “Your”).


 


1.          RELEASE.
I/we, as Releasor, in consideration of the ‘Payment’ (as hereinafter defined) and other good and valuable consideration
received from Bio-En, the Releasee, releases and discharges Bio-En, together with each and any of his respective subsidiaries,
affiliates, shareholders, officers, directors, controlling person, employees, heirs, executors, administrators, successors in interest,
assigns and other controlled units, from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims and demands whatsoever, in law, admiralty or equity, which against Bio-En, I/We and/or Our heirs, executors,
administrators, successors, and assigns ever had, now have or hereafter can, shall or may, have for, upon, or by reason of any
other matter, cause or thing whatsoever from the beginning of the world to the day of the date of this GENERAL RELEASE, including,
but not limited to, arising from all facts and circumstances concerning: Any and all claims/obligations/liabilities relating to
any and all work performed by/for Releasor to Releasee.


 


2.          PAYMENT.
We have, or will cause to have been paid by Bio-En a total of $__________ (“Payment”),
this being good and valuable consideration in full payment for making this General Release. I/We agree that I/We will not seek
anything further from Bio-En, including, but not limited to, any other payment, attorneys’ fees, monies for liens, monies
for expenses either paid or unpaid.


 


3.          NON-ADMISSION
OF LIABILITY. I/We understand and agree that this General Release is merely a settlement of disputed claims and that neither
this writing nor the fact of settlement constitutes an admission of liability or wrongdoing or breach of duty on the part of Bio-En.


 


4.          WHO
IS BOUND. The Parties are bound by this General Release. Anyone who succeeds to such rights and to my responsibilities
such as my/our heirs, assigns and/or the executors of estate are also bound.


 


5.          SIGNATURES.
The Parties understand and voluntarily agree to the terms of this General Release. This General Release may be signed by
facsimile/email and/or in two or more counterparts, each signed by one or more of the Parties, which, when taken together, shall
constitute a single instrument.


 


	Releaser:	 	 
	 	 	 
	By:	 	 
	Name/Title:	 	 
	Company Name:	 	 
	Company Address:	 	 
	 	 	 


 


	Agreed and acknowledged.	 
	 	 	 
	BIO-EN HOLDINGS CORP.	 
	 	 	 
	By:		 
	Name:	Serena Potash, President	 
	Dated: _________ ___ , 201__	 


 




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