Exhibit 10.1


 


Execution Copy


 


CANCELLATION AGREEMENT


 


This CANCELLATION
AGREEMENT (this “Agreement”), dated August 20, 2014 (the “Effective Date”), by
and between BIO-EN HOLDINGS CORP. (the “Company”), a Delaware corporation, and SERENA B. POTASH,
individually (the “Canceling Party”). Company and Cancelling Party are also hereinafter individually and jointly
referred to as “P(p)arty” and/or “P(p)arties”.


 


RECITALS


 


WHEREAS, as
of the date hereof, the Canceling Party is the owner of 7,894,625 shares of the Company’s commons stock, par value $0.0001
per share (“Potash Shares”); and


 


WHEREAS, concurrently
herewith, Company and the Canceling Party are entering into an ‘Share Exchange/Merger Agreement’ (“Exchange
Agreement”) with Bio-En Corp., a Delaware corporation (“Bio-En”), pursuant to which Company and the
Canceling Party will cancel 6,024,625 shares of the Potash Shares (“Subject Shares”) in exchange for the consummation
of the Exchange Agreement (“Cancellation Payment”); and


 


WHEREAS, after
the cancellation of the Subject Shares, the Canceling Party will own 1,870,000 Potash Shares (“Remaining Shares”);
and


 


WHEREAS, it
is a condition precedent to the consummation of the Exchange Agreement that the Canceling Party will enter into this Agreement,
which will effectuate the cancellation of the Subject Shares; and


 


WHEREAS, the
Canceling Party is entering into this Agreement to, amongst other things, induce Bio-En to enter into the Exchange Agreement and
the Canceling Party acknowledges that Bio-En would not consummate the transactions contemplated by the Exchange Agreement unless
the transactions contemplated hereby are effectuated in accordance herewith.


 


AGREEMENT


 


In consideration of
the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereto agree as follows:


 


1.          Cancellation
of Subject Shares. On the Effective Date, the Canceling Party will deliver to Company the necessary documentation for the cancellation
of the stock certificates representing the Subject Shares, along with duly executed medallion guaranteed stock powers covering
the Subject Shares (or such other documents acceptable to the Company’s transfer agent) and hereby irrevocably instructs
the Company and the Company’s transfer agent to cancel the Subject Shares such that the Subject Shares will no longer be
outstanding on the stock ledger of the Company and such that the Canceling Party shall no longer have any interest in the Subject
Shares whatsoever. The Company shall immediately deliver to the Company’s transfer agent irrevocable instructions providing
for the cancellation of the Subject Shares.


 




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Execution Copy


 


2.           Effective
Date. This Agreement shall become effective upon the execution of this Agreement. The transactions to occur at such place and
time with respect to this Agreement are referred to herein as the “Closing”.


 


3.           Waiver.
At and subsequent to the Closing, the Canceling Party hereby waives any and all rights and interests she has, had or may have with
respect to the cancelled Subject Shares.


 


4.          Guaranty.
To induce Bio-En to enter into the Exchange Agreement, the Canceling Party hereby absolutely, unconditionally and irrevocably guarantees
to Bio-En and the Company that all obligations and liabilities have been satisfied in full and hereby agrees to be wholly responsible
for any actual obligation of the Company that arises following the closing of the Exchange Agreement that was the result of an
action or inaction of the Company prior to the closing of the Exchange Agreement.


 


5.           Representations
by the Canceling Party. (a) The Canceling Party owns the Subject Shares of record and beneficially free and clear of all liens,
claims, charges, security interests, and/or encumbrances of any kind whatsoever. The Canceling Party has sole control over the
Subject Shares and/or sole discretionary authority over any account in which they are held. Except for this Agreement, no person/entity
has any option or right to purchase or otherwise acquire the Subject Shares, whether by contract of sale or otherwise, nor is there
a “short position” as to the Subject Shares.


 


(b)
          The Canceling
Party has full right, power and authority to execute, deliver and perform this Agreement and to carry out the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by the Canceling Party and constitutes a valid, binding
obligation of the Canceling Party, enforceable against it in accordance with its terms (except as such enforceability may be
limited by laws affecting creditor's rights generally). 


 


(c)
          Canceling
Party represents and warrants that it has the requisite authority and capacity to enter into this Agreement, as well as carry
out the terms/conditions referenced herein. Additionally, Canceling Party represents and warrants that its compliance with the
terms and conditions of this Agreement and will not violate any instrument relating to the conduct of its business, or any other
agreement which it may be a party, or any Federal and State rules or regulations applicable to either Party.


 


6.           Further
Assurances. Each Party to this Agreement will use its best efforts to take all action and to do all things necessary, proper,
or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including the execution
and delivery of such other documents and agreements as may be necessary to effectuate the cancellation of the Subject Shares).


 


7.
          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 the Company nor the Canceling Party makes any representation,
warranty, covenant or undertaking with respect to such matters. No amendment, modification, termination or waiver of any provision
of this Agreement, and no consent to any departure therefrom, shall in any event be effective unless the same shall be in writing
and signed by both Parties. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose
for which it was given.


 




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Execution Copy


 


8.          Survival
of Agreements, Representations and Warranties, etc. All representations and warranties contained herein shall survive the execution
and delivery of this Agreement. 


 


9.          Successors
and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Parties and their respective successors
and assigns. 


 


10.        Governing
Law. This Agreement and the obligations, rights and remedies of the Parties hereto are to be construed in accordance with and
governed by the laws of the State of New York, with any action/dispute concerning this Agreement to be venued in the County of
Rockland.


 


11.        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.


 


12.
       Miscellaneous.
This Agreement embodies the entire agreement and understanding between the Parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof. If any provision of this Agreement shall be held invalid or unenforceable
for whatever reason, the remainder of this Agreement shall not be affected thereby and every remaining provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law. This Agreement may be executed in any number of counterparts
and by the Parties hereto on separate counterparts but all such counterparts shall together constitute but one and the same instrument.



 


IN WITNESS WHEREOF,
the Parties hereto have executed this Agreement as of the date first above written.


 


	 	BIO-EN HOLDINGS CORP
	 	 
	 	By: 	/s/ Serena B. Potash
	 	Name: Serena B. Potash 
	 	Title: President
	 	 
	 	By:	 /s/ Serena B. Potash
	 	SERENA B. POTASH, Individually


 




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