Exhibit 10.84


 


NEITHER
THE SECURITIES REPRESENTED BY THIS NOTE OR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT
THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS
AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO
THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.


 







 



 


PROMISSORY NOTE


 


	$23,600	 	Newark, New Jersey
	 	 	May 1, 2014






BioNeutral Group Inc., a Nevada
corporation (the “Company”), for value received hereby promises to pay to Ray Dunning or his registered assigns
(the “Holder”), the sum of $23,600, or such other amount as shall then equal the outstanding principal amount
hereof and all accrued and unpaid interest, as set forth below, on May 1, 2015 (the “Maturity Date”). Payment due
hereunder shall be made by wire transfer of immediately available funds, in lawful tender of the United States, to an account
designated in writing by the Holder.


 


1.Interest.
Until all outstanding principal and interest on this Note shall have been paid in full, interest on the unpaid principal balance
of this Note shall accrue as follows from the date of May 1, 2014. Interest shall accrue at the rate of eighteen percent (8%) per
annum (the “Initial Interest Rate”). Interest will be payable on the Maturity Date.


 


2.Events
of Default. If any of the events specified in this Section 3 shall occur (herein individually referred to as an “Event
of Default”), the Company agrees to give the Holder prompt written notice of such event. The Holder may, so long as such
condition exists or has not been cured during the applicable cure period (whether or not the Holder has received notice of such
event), declare the entire principal and unpaid accrued interest here on immediately due and payable, by notice in writing to the
Company; provided, that upon occurrence of an Event of Default specified in subsection (iv) below, all principal and interest shall
automatically become immediately due and payable in full:


 


(i)Failure by
the Company to make any payment hereunder when due, which failure has not been cured within ten (10) days following such due date;
or


 



    	



    	 



    




(ii)Any failure or inability to effect
a conversion of this Note into Common Stock as provided for in Section 5 hereof, if such failure continues for five (5) business
days after the request for conversion.


 


(iii) Any
breach by the Company of any material representation, warranty or covenant in this Note which results in a Material Adverse Effect
on the Company’s business, operations or financial condition; provided, that, in the event of any such breach, such breach
shall not have been cured by the Company within 30 days after the earlier to occur of (a) written notice to the Company of such
breach, or (b) the Company’s knowledge of such breach; or


 


(iv)The institution
by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or
insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under
the federal Bankruptcy Act, or any other applicable federal or state law, or the consent by it to the filing of any such petition
or the appointment of a receiver, liquidator, assignee, trustee or other similar official of the Company, or of any substantial
part of its property, or the making by it of an assignment for the benefit of creditors, or the taking of corporate action by the
Company in furtherance of any such action; or


 


(v) If, within
sixty (60) days after the commencement of an action against the Company seeking any bankruptcy, insolvency, reorganization, liquidation,
dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved
in favor of the Company or all orders or proceedings thereunder affecting the operations or the business of the Company stayed,
or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment
without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial
part of the properties of the Company, such appointment shall not have been vacated; or


 


3.Prepayment.
The Company shall have the right, at any time prior to the Maturity Date, to prepay any outstanding amount due to the Holder for
an amount equal to 100% of the unpaid principal amount of this Note along with any accrued interest.


 


4.1Notices
of Record Date, etc. In the event that the Company takes any of the actions specified in this section the Company will provide
notice to the Holder.


 


4.1.1Any taking by the Company
of a record of the holders of any class of securities of the Company for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares
of stock of any class or any other securities or property, or to receive any other right; or


 


4.1.2Any capital
reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of
all or substantially all of the assets of the Company to any other person or any consolidation or merger involving the Company;
or


 



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4.1.3Any voluntary
or involuntary dissolution, liquidation or winding-up of the Company; the Company will mail to the holder of this Note at least
five (5) business days prior to the earliest date specified therein, a notice specifying:


 


4.1.3.1 The
date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character
of such dividend, distribution or right; and


 


4.1.3.2 The
date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding-up
is expected to become effective and the record date for determining stockholders entitled to vote thereon.


 


5.Conversion. The Holder
shall have the right to convert the principal amount of this Note and all accrued but unpaid interest into Common Stock of the
Company on the Maturity Date at a conversion price equal to 50% of the average closing price of the Company’s common stock
for the 10 preceding days of the Maturity Date; provided, however, that in no event shall the Holder be entitled
to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of
shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed
beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any
other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein)
and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the
determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than
4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further,
however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than
61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such
61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).


 


6.Assignment.
Subject to the restrictions on transfer set forth herein, the rights and obligations of the Company and the Holder of this Note
shall be binding upon and benefit the successors and assigns of the parties. This Note may not be assigned or transferred by the
parties except in accordance with the terms hereof.  This Convertible Note is nontransferable by the Note holder without
prior written approval of the Board of Directors of the Company.


 


7.Waiver and Amendment. Any provision of this Note
may be amended, waived or modified upon the written consent of the Company and the Holder.


 


8.Transfer
of this Note. With respect to any offer, sale or other disposition of this Note, the Holder will give written notice to the
Company prior thereto, describing briefly the manner thereof, together with a written opinion of such Holder’s counsel,
which counsel must be acceptable to the Company, to the effect that such offer, sale or other distribution may be effected without
registration or qualification (under any federal or state law then in effect). Promptly upon receiving such written notice and
opinion, the Company, as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of this
Note, all in accordance with the terms of the notice delivered to the Company. Each Note thus transferred shall bear a legend
as to the applicable restrictions on transferability in order to ensure compliance with the Act, unless in the opinion of counsel
for the Company such legend is not required. The Company may issue stop transfer instructions to its transfer agent in connection
with such restrictions.


 



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9.Treatment
of Note. To the extent permitted by GAAP, the Company will treat, account and report the Note as debt and not equity for accounting
purposes and with respect to any returns filed with federal, state or local tax authorities.


 


10.Notices.
Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been
duly given if personally delivered or if faxed with confirmation of receipt by telephone or if mailed by registered or certified
mail, postage prepaid, at the respective addresses of the parties as set forth in this Note. Any party hereto may by notice so
given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when personally delivered,
faxed, or when deposited in the mail in the manner set forth above and shall be deemed to have been received when delivered.


 


11.No
Stockholder Rights. Nothing contained in this Note shall be construed as conferring upon the Holder or any other person the
right to vote or to consent or to receive notice as a stockholder in respect of meetings of stockholders for the election of directors
of the Company or any other matters or any rights whatsoever as a stockholder of the Company; and no dividends or interest shall
be payable or accrued in respect of this Note or the interest represented hereby.


 


12.Usury.
This Note is hereby expressly limited so that in no event whatsoever, whether by reason of acceleration of maturity of the
loan evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Holder hereunder for the loan, use, forbearance
or detention of money exceed that permissible under applicable law. If at any time the performance of any provision of this Note
or of any other agreement or instrument entered into in connection with this Note involves a payment exceeding the limit of the
interest that may be validly charged for the loan, use, forbearance or detention of money under applicable law, then automatically
and retroactively, ipso facto, the obligation to be performed shall be reduced to such limit, it being the specific intent of the
Company and the Holder that all payments under this Note are to be credited first to interest as permitted by law, but not in excess
of (i) the agreed rate of interest set forth herein or therein or (ii) that permitted by law, whichever is the lesser,
and the balance toward the reduction of principal. The provisions of this Section 12 shall never be superseded or waived and shall
control every other provision of this Note and all other agreements and instruments between the Company and the Holder entered
into in connection with this Note.


 


13.Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, excluding that
body of law relating to conflict of laws.


 



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14.Heading;
References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note.
Except where otherwise indicated, all references herein to Sections refer to Sections hereof.


 


15.Waiver.
The Company hereby waives demand, notice, presentment, protest and notice of dishonor.


 


IN WITNESS WHEREOF,
the Company has caused this Note to be issued this 1st day of May 2014.


 





	 	BioNeutral Group, Inc.
	 	 	 
	 	By:	/s/ Mark Lowenthal
	 	Name:	Mark A. Lowenthal
	 	Title:	President and Chief
Executive Officer



 



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CONVERSION FORM


 


TO: BioNeutral Group, Inc.


        211 Warren Street


        Newark,
New Jersey 07103


 


The undersigned, hereby irrevocably elects
to convert the principal amount and any accrued but unpaid interest on this Convertible Note at a conversion price of $____ per
share. The undersigned hereby agrees that upon conversion, the entire principal due on this Convertible Note shall be deemed fully
paid and the Convertible Note will be cancelled in full. The Company shall have no obligation with respect to any principal payments
after the Effective Date.


 


Instructions
for Registration of Stock


 


NAME: _______________________________________________________________________


 


 


ADDRESS: ___________________________________________________________________


 


 


TELEPHONE: ________________________________________________________________


 


 


EMAIL:  ___________________________________________________________________


 


 


AMOUNT TO BE CONVERTED $_________________________________________


 


 


DATED: ___________________________________________________________________


  


 


 


	 	 	 
	PRINT NAME	 	SIGNATURE
	 	 	 
	 	 	 
	 	 	 



 


 


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