SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ________)*

 Bioxytran, Inc.

(Name of Issuer)

 Common Stock, par value $0.001 per share

 (Title of Class of Securities)

09075D102

 (CUSIP Number)

Ola Soderquist

233 Needham St., Ste 300

Newton, MA 02464

617-494-1199

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 May 1, 2020

 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 

CUSIP No. 05351T100 13D

1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael Sheikh
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ☐ (b)    ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) 00
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 8,800,200
	8.	SHARED VOTING POWER 400,000
	9.	SOLE DISPOSITIVE POWER 8,800,200
	10.	SHARED DISPOSITIVE POWER 400,000

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,800,000
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% (1)
14.	TYPE OF REPORTING PERSON (see instructions) IN

(1)   Based on 97,031,673 shares of the Issuer’s Common Stock issued and outstanding as of May 12, 2020, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 13, 2020.

CUSIP No. 05351T100 13D

Item 1.  Security and Issuer.

This statement relates to the common stock, par value $0.001 per share (“Common Stock”), of Bioxytran, Inc., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 233 Needham St., Ste 300, Newton MA 02464.

Item 2.  Identity and Background.

(a)   This statement is being filed by Michael Sheikh (the “Reporting Person”).

(b)   The residential address of the Reporting Person is 1905 S. Audubon Ct. Spokane, WA 99224.

(c)   The Reporting Person is the Executive Vice President of Business Development of Bioxytran, Inc., 233 Needham St., Ste 300, Newton MA 02464.

(d)   During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)   During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)   The Reporting Person is a US citizen.

Item 3.  Source or Amount of Funds or Other Consideration.

 The securities reported herein were acquired as follows:

On May 1, 2020, the Issuer entered into an employment agreement with M. Sheikh, in which 8,800,000 shares were issued to M. Sheikh. The shares are vesting over 3 years in four equal portions on the anniversary of this contract with the first portion at the signature of this agreement. In case of change in company control, the shares will vest immediately.

On July 24, 2019, and on July 29, 2019, M. Sheikh bought a total of 200 shares on the open market.

On March 11, 2019, and on October 21, 2019, Resources Unlimited, LLC where M. Sheikh is a principal, received 100,000 and 300,000 shares, respectively, as part of contractual agreements dated February 15, 2019, and April 22, 2019, between Bioxytran, Inc. and Resources Unlimited, LLC. M. Sheik has indirect ownership of these shares.

Item 4.  Purpose of Transaction.

 The Reporting Person acquired the securities reported herein as for the pro-rata portion of his stock held in Bioxytran, Inc. issued to M. Sheikh as part of an Employment Agreement with the Issuer.

The Reporting Person has indirectly acquired the securities reported herein as for the pro-rata portion of Resources Unlimited, LLC’s stock held in Bioxytran, Inc. issued to M. Sheikh as part of a Contractual Agreement with the Issuer.

The Reporting Person intends to evaluate his holdings in the Issuer on a continuous basis. Subject to all relevant securities law provisions, the Reporting Person may acquire or dispose of securities of the Issuer from time to time in the open market or in privately negotiated transactions with third parties. Subject to the foregoing, the Reporting Person does not have any plans that would result in:

(a)      The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)      An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer of any of its subsidiaries;

(c)      A sale or transfer of a material amount of assets of the Issuer of any of its subsidiaries;

(d)      Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)      Any material change in the present capitalization or dividend policy of the Issuer;

(f)      Any other material change in the Issuer’s business or corporate structure;

(g)     Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)     Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)     A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)     Any action similar to any of those enumerated above.

Item 5.  Interest in Securities of the Issuer.

(a)           The Reporting Person beneficially owns an aggregate of 8,800,200 shares of Common Stock, representing, in the aggregate, nine and 1/10th percent (9.1%) of the outstanding Common Stock, M Sheikh also have indirect ownership of 400,000 shares of Common Stock, representing, in the aggregate, 4/10th percent 0.4%) of the outstanding Common Stock. The percentage reported is based upon 97,031,673 shares of the Issuer’s Common Stock issued and outstanding as of May 12, 2020, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 13, 2020.

The shares of Common Stock beneficially owned by the Reporting Person are directly owned by the Reporting Person.

(b)           The Reporting Person has the sole power to vote or to direct the vote of 8,800,200 shares of Common Stock and the sole power to dispose or to direct the disposition of 8,800,200 shares of Common Stock. M. Sheikh also has the indirect power to vote or to direct the vote of 400,000 shares of Common Stock and the indirect power to dispose or to direct the disposition of 400,000 shares of Common Stock.

(c)           None.

(d)           None.

(e)           Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 As previously discussed above, on May 1, 2018, the Issuer entered into an Employment Agreement with Michael Sheikh in which 8,800,000 shares of the Issuer’s common stock was issued to M. Sheikh. A copy of the Employment Agreement is included as Exhibit 1 to this Statement.

On March 11, 2019, and on October 21, 2019, Resources Unlimited, LLC where M. Sheikh is a principal, received 100,000 and 300,000 shares, respectively, as part of contractual agreements dated February 15, 2019, and April 22, 2019, between Bioxytran, Inc. and Resources Unlimited, LLC. M. Sheik has indirect ownership of these shares. Contractual Agreements between Resources Unlimited, LLC. and Bioxytran, Inc. are included as Exhibit 2 and Exhibit 3 to this Statement.

Item 7. Material to be Filed as Exhibits

Exhibit 1	Form of Employment Agreement between Bioxytran, Inc. and Michael Sheikh, dated May 1, 2018.
Exhibit 2	Form of Contract Agreement between Bioxytran, Inc. and Ressources Unlimited, LLC. dated February 15, 2019
Exhibit 3	Form of Contract Agreement between Bioxytran, Inc. and Ressources Unlimited, LLC. dated April 22, 2019

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 15, 2020

/s/ David Platt 

David Platt

EX-1

Exhibit 1

May 1, 2020

Mike Scheikh

1905 S. Audubon Ct.

Spokane, WA 99224

Dear Mr. Sheikh,

Bioxytran, Inc. (together with any affiliates, the “Company”) is pleased to confirm its offer to employ as Executive Vice President of Business Development reporting to the Board of Directors.  As discussed, your official start date with the Company was effective May 1, 2020.

This position will be unpaid until a later date determined by the Board of Directors. You also will be entitled to three weeks of paid vacation that begins accruing on a monthly basis from your first day of employment.

Upon the fulfillment of any eligibility requirements, you will be eligible to participate in the employee benefit plans that the Company may offer to its employees. Descriptions of the benefit plans currently being offered, if any, have been delivered to you. Any Company benefit plan may, from time to time, be amended or terminated by Company in its sole discretion with or without prior notice.

This employment offer is contingent upon the conditions outlined below. Please understand the resulting formality of this offer letter.

1) As a condition of employment (or continuing employment) with the Company, you are required to execute the enclosed CONFIDENTIALITY AND DEVELOPMENTS AGREEMENT (“Agreement”). This is an important legal document that restricts certain activities during your employment and for a period of time after you leave the Company. You should carefully read the entire document, review its provisions with your counsel and advisors, and decide whether or not to enter into this Agreement. You must sign and return the Agreement to me no later than one week prior to your start date.

2) Your employment (or continued employment) by the Company is based in part on your acceptance and agreement not to compete with the Company. Specifically, you agree that for a period of twelve (12) months from the date of termination of your employment or cessation of your business relationship with the Company you will not, either alone or in conjunction with any person or entity, directly, or indirectly (a) cause or attempt to cause any client, customer, distributor, partner, joint venturer or supplier of the Company or any of the Company’s affiliates to terminate or materially reduce its business with the Company or any such affiliate or (b) participate, accept employment or engage in (other than through the ownership of two percent (2%) or less of any class of securities registered under the Securities Act), or otherwise lend assistance (financial or otherwise) to any person or entity participating or engaged in any line of business in which the Company is participating or engaged on the date hereof anywhere in the world.

3) In making this offer of employment (or in agreeing to continue your employment), the Company is relying upon your representation that you are not under any obligation to any former employer or any person, firm, or corporation that would prevent, limit, or impair in any way the performance by you of your duties as an employee of the Company.

4) The Immigration Reform and Control Act requires employers to verify the employment eligibility and identity of new employees. Enclosed is a copy of the Form 1-9 that you will be required to complete. Please bring this form and appropriate documents listed on the form with you on the first day you report for work.

5) You may be required to undergo a background check, including a criminal background check, at any time during your employment, and your employment is contingent upon results satisfactory to the Company.

6) Your employment with the Company is an at-will employment relationship. This means that your employment is not guaranteed for any specified period of time and you or the Company may terminate the relationship at any time, with or without notice or cause. The Company simply asks that you provide reasonable notice of your departure.

7) You are the record and beneficial owner of eight million eight hundred thousand (8,800,000) shares of the Common Stock of the Company, vesting over 3 years in four equal portions on the anniversary of this contract with the first portion at the signature of this agreement. In case of change in company control, the shares will vest immediately. You acknowledge and agree that (a) the Company intends to file a registration statement on Form S-1 or other appropriate form with the SEC in order to register shares of the Company’s common stock for sale and distribution, and (b) you agree that you will not directly or indirectly, nor direct any person acting on behalf of or pursuant to any understanding with you, execute any purchases or sales, including, without limitation, short sales, of any securities of the Company during the period commencing on the date the Company files a registration statement with the SEC and ending 180 days after the effective date of such registration statement.

8) If your employment relationship with the Company is terminated without cause prior to April 30, 2023, then the Company shall pay you a lump sum of $100,000 in severance, such payment to be conditioned upon your execution and delivery of a general release and covenant not to sue the Company containing standard or “market” terms; provided.

If there is anything about the offer of employment that was verbally made to you but is not mentioned in this letter, please contact me as soon as possible to discuss it. Otherwise, it will be understood that this letter fully encompasses all aspects of our offer of employment to you and supersedes all prior offers, both verbal and written.

Please indicate your acceptance of this Agreement by signing and dating the enclosed copies of this letter and the Agreement, and returning them in the enclosed envelope.

We are pleased that you will be working with us. Please do not hesitate to call me if you have any questions.

BIOXYTRAN, INC.

By: David Platt, CEO

Agreed & Accepted: 

Mike Sheikh Date May 1, 2020

EX-2

Exhibit 2

IR/CONSULTING AGREEMENT

THIS AGREEMENT (“the agreement”), is made and entered into as of the 15th day of, February 2019, by Watermark Group Inc. and between Resources Unlimited NW LLC. hereinafter (“RU” or “We”), maintaining his principal office at 1905 S. Audubon Ct. Spokane WA 99224, and BioxyTran Inc. hereinafter (“BIXT,” or “Company”) maintaining its principal offices at 233 Needham Street Suite 300, Newton, MA 02464. BIXT and RU each a “Party” and together the “Parties.”

WHEREAS, RU is engaged in the business of providing services for management consulting, business advisory, and public/investor relations and has knowledge, expertise and personnel to render the requisite services to BIXT referred to as the Company; and

WHEREAS, the Company is desirous of retaining RU for the purpose of obtaining these services so as to better, more fully and more effectively deal with the financial services community on a non-exclusive basis.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, it is agreed as follows:

NATURE OF SERVICES TO BE RENDERED

During the term of this Agreement, RU shall use its best efforts to provide BIXT market insight guidance and will assist in developing corporate strategies and potential joint venture relationships for the Company to evaluate. The goal is to evaluate the company’s recently announced applications aimed at helping individuals take control of their health along with making better lifestyle choices.

RU shall answer the phones: Handle shareholder calls and e-mails, effectively communicating the strategic value of corporate actions and accomplishments. Acting as a filter to allow management to focus on business.

RU shall bridge investors with management: We serve as a conduit between your company and the investment community, providing feedback in both directions. Advise management on major issues impacting valuation.

RU shall conduct DTC analysis: We will analyze and monitor which brokerage houses are active buyers or seller of the security.

RU shall create marketing materials: Prepare targeted materials for the media and potential investors. Assist in continuous communications that emphasize the key strengths and competitive advantages of the Company’s management and business plan. Assist in the development of strategic investor communications to create shareholder value. Assist in defining and executing these strategies. This includes slide decks, power point presentations and shareholder newsletters.

RU shall assist in the writing of company press: Assist with the preparation and release of your company’s news releases. (company must have credit card on file with news media outlet, RU is NOT responsible for the distribution costs and release of press releases)

RU shall also include the development, implementation, and maintenance of a sound financial advisory strategy which includes:

v Develop an in-depth familiarization with the Company’s business objectives and bring to the Company thereof, when known to bring to the Company’s attention potential or actual opportunities, which meet those objectives or logical extensions thereof, when known.

v Comment on the Company’s corporate development including such factors as position in competitive environment, financial performances vs. competition, strategies, and operational viability.

v Evaluate potential joint venture or merger candidates, along with seeking potential spokesperson(s) for the company.

RU shall aid in both brand and web development for the companies online intellectual properties.

TERM AND TERMINATION

This Agreement shall be for an period of one month commencing March 11, 2019.

COMPENSATION FOR SERVICES

The following represents the compensation to be received by RU in connection with rendering the services hereunder:

Upon execution of this Agreement, the Company agrees to pay RU, or its IR firm, the amount of $2,000 (USD).

The Company also agrees to issue 100,000 shares of the Company’s common stock, par value, $.001 per share (the “Shares”). The certificates representing such Common Stock shall be marked with a legend restricting their transfer unless qualified for resale under Rule 144 (“Rule 144”) as promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), registered for resale or pursuant to Section 4(a)(2) of the Securities Act. For so long as the Company is current in its filings, the Company shall use its reasonable commercial efforts to promptly instruct its transfer agent to remove the legend from the certificates representing the Shares upon receipt of an opinion of counsel that such Shares may be qualified for re-sale under Rule 144.

RU may be entitled to additional bonuses based on performance actions not represent within this Agreement.

TREATMENT OF CONFIDENTIAL INFORMATION

RU shall NOT disclose to any third party any material non-public information or data received from the Company without authorization from one of the Company’s officers or directors. RU will limit disclosure to its agents or representatives that have a need to know in connection with the services hereunder.

REPRESENTATIONS, WARRANTIES AND COVENANTS

The Company acknowledges that RU is in the business of providing consulting services to other businesses and entities. RU reserves the right to perform similar services for others, as well as engage in other business activities.

The Company represents and warrants that the Shares, when issued in conformance with this Agreement shall be duly authorized, validly issued and fully paid for and non-assessable.

RU represents and warrants that it is an “Accredited Investor’’ as such term is defined in Rule 501 of Regulation D promulgated by the SEC and is acquiring the Shares without a view to distribution thereof.

RU agrees that it shall not sell in any one trading day more than 5% of the volume weighted average number of shares of the Company’s Common Stock on its principal trading market as measured over 10 days prior to such sale for a period of one year after the restricted legend is eligible for removal under rule 144. Upon request of the Company, RU agrees to provide Company with such information as reasonably required to permit Company to determine if RU is in compliance with this covenant.

INDEMNIFICATION OF CONSULTANT BY COMPANY

The Company acknowledges that RU, in performance of its duties, will be required to rely upon the accuracy and completeness of information supplied to it by the Company’s officers, directors, agents, and/or employees. The Company agrees to indemnify, hold harmless and defend RU, from any proceedings, inquiries, or legal action whether administrative, governmental, or private which arises out of or is due to the incompleteness of any promotional material or other information including but not limited to financial information supplied by the Company to RU.

RU agrees that all services shall be performed in accordance with all applicable laws, rules, and regulations.

The Company acknowledges that RU is acting as an independent contractor and not as an employee of the Company. As such, neither party has the authority to bind the other, nor make any unauthorized representation on behalf of the other.

The Company acknowledges that RU shall not be held accountable for the actions of other parties the Company engages to provide consulting services to the Company throughout the duration of this agreement.

The Company shall not be responsible for any workers compensation or any health or accident insurance for RU or Investor Relations firm’s employees. Company shall not be responsible for paying any contributions to social security unemployment insurance, Federal or State withholding taxes, nor provide any contributions or benefits, which might be customary in an employer-employee relationship.

NOTICES

Any notices given by either party to the other hereunder shall be sufficient if in writing and sent by registered or certified mail, return receipt requested, or overnight mail by a nationally recognized courier addressed to such party at the address specified on the first page of this Agreement or such other address as either party may have given to the other in writing. Notice shall be deemed delivered 5 days after the date stamped by the U.S. Postal Officer or on the date of delivery by overnight mail.

ENTIRE AGREEMENT

This Agreement contains the entire agreement and understanding between the parties and supersedes all prior negotiations, agreements and discussions concerning the subject matter hereof.

MODIFICATION AND WAIVER

This Agreement may not be altered or modified except by writing signed by each of the respective parties hereof. No breach or violation of this Agreement shall be waived except in writing executed by the party granting such waiver.

LAW TO GOVERN

This Agreement shall be construed according to the laws of the State of Nevada. In the event of a dispute the parties agree to binding arbitration by JAMS/Enddispute with one arbitrator reasonably acceptable to both parties hereto.

NO PARTNERSHIP OR AGENCY

The Parties have not created a partnership and nothing contained in this Agreement shall in any manner whatsoever constitute any Party the partner, agent or legal representative of the other Party, nor create any fiduciary relationship between them for any purpose whatsoever. No Party shall have any authority to act for, or to assume any obligations or responsibility on behalf of, the other Party except as may be, from time to time, agreed upon in writing between the Parties or as otherwise expressly provided.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this agreement, effective as of the date set forth above.

 

Resources Unlimited NW LLC.

Michael Sheikh – Managing Director

 

BioxyTran Inc.

David Platt – CEO

March 11, 2019

EX-3

Exhibit 3

IR/CONSULTING AGREEMENT

THIS AGREEMENT (“the agreement”), is made and entered into as of the 22^nd   day of, April 2019, by Resources Unlimited NW LLC, hereinafter (“RU”), maintaining their principal office at 1905 S. Audubon Ct. Spokane WA 99224, and BioxyTran Inc. hereinafter (“BIXT,” or “Company”) maintaining its principal offices at 233 Needham Street Suite 300, Newton, MA 02464.  BIXT and RU each a “Party” and together the “Parties.”

WHEREAS, RU is engaged in the business of providing services for management consulting, business advisory, and public/investor relations and has knowledge, expertise and personnel to render the requisite services to BIXT referred to as the Company; and

WHEREAS, the Company is desirous of retaining RU for the purpose of obtaining these services so as to better, more fully and more effectively deal with the financial services community on a non-exclusive basis.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, it is agreed as follows:

NATURE OF SERVICES TO BE RENDERED

During the term of this Agreement, RU shall use its best efforts to provide BIXT market insight guidance and will assist in developing corporate strategies and potential joint venture relationships for the Company to evaluate. The goal is to evaluate the company’s recently announced applications aimed at helping individuals take control of their health along with making better lifestyle choices.

RU shall answer the phones: Handle shareholder calls and e-mails, effectively communicating the strategic value of corporate actions and accomplishments. Acting as a filter to allow management to focus on business.

RU shall bridge investors with management: We serve as a conduit between your company and the investment community, providing feedback in both directions. Advise management on major issues impacting valuation.

RU shall conduct DTC analysis: We will analyze and monitor which brokerage houses are active buyers or seller of the security.

RU shall create marketing materials: Prepare targeted materials for the media and potential investors. Assist in continuous communications that emphasize the key strengths and competitive advantages of the Company’s management and business plan. Assist in the development of strategic investor communications to create shareholder value. Assist in defining and executing these strategies. This includes slide decks, power point presentations and shareholder newsletters.

RU shall assist in the writing of company press: Assist with the preparation and release of your company’s news releases. (company must have credit card on file with news media outlet, RU is NOT responsible for the distribution costs and release of press releases)

RU shall also include the development, implementation, and maintenance of a sound financial advisory strategy which includes:

v Develop an in-depth familiarization with the Company’s business objectives and bring to the Company thereof, when known to bring to the Company’s attention potential or actual opportunities, which meet those objectives or logical extensions thereof, when known.

v Comment on the Company’s corporate development including such factors as position in competitive environment, financial performances vs. competition, strategies, and operational viability.

v Evaluate potential joint venture or merger candidates, along with seeking potential spokesperson(s) for the company.

RU shall aid in both brand and web development for the companies online intellectual properties.

TERM AND TERMINATION

This Agreement shall be for a period of 6 (six) months commencing April 22, 2019 through October 22, 2019 unless earlier terminated as provided herein (the “Termination Date”).

COMPENSATION FOR SERVICES

The following represents the compensation to be received by RU in connection with rendering the services hereunder:

The Company agrees to pay RU, or its IR firm, the amount of $2,000 (USD) monthly, the first payment due upon the execution of this Agreement and thereafter, on the 15^th of each succeeding month until Termination Date. Either Party may terminate this Agreement by providing written notice to the other Party no less than 30 days prior to date of termination set forth therein.

The Company also agrees to issue to RU up to 300,000 shares (50,000/month x 6 months) of the Company’s common stock, par value, $.001 per share (the “Shares”) at the completion of the 6- month term or, if terminated prior to the end of the 6 month term as provided herein, prorated to such earlier Termination Date after giving effect to any reduction of Shares set forth in the next sentence. At the sole option of the Company, the Company may elect to pay RU $7,500 in lieu of the $2,000 cash payment and 50,000 share payment in such month and the Company shall deduct such shares from the Shares due RU on the Termination Date. The certificates representing such Common Stock shall be marked with a legend restricting their transfer unless qualified for resale under Rule 144 (“Rule 144”) as promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), registered for resale or pursuant to Section 4(a)(2) of the Securities Act. For so long as the Company is current in its filings, the Company shall use its reasonable commercial efforts to promptly instruct its transfer agent to remove the legend from the certificates representing the Shares upon receipt of an opinion of counsel that such Shares may be qualified for re-sale under Rule 144.

RU may be entitled to additional bonuses based on performance actions not represent within this Agreement.

TREATMENT OF CONFIDENTIAL INFORMATION

RU shall NOT disclose to any third party any material non-public information or data received from the Company without authorization from one of the Company’s officers or directors.  RU will limit disclosure to its agents or representatives that have a need to know in connection with the services hereunder.

REPRESENTATIONS, WARRANTIES AND COVENANTS

The Company acknowledges that RU is in the business of providing consulting services to other businesses and entities.  RU reserves the right to perform similar services for others, as well as engage in other business activities.

The Company represents and warrants that the Shares, when issued in conformance with this Agreement shall be duly authorized, validly issued and fully paid for and non-assessable.

RU represents and warrants that it is an “Accredited Investor” as such term is defined in Rule 501 of Regulation D promulgated by the SEC and is acquiring the Shares without a view to distribution thereof.

RU agrees that it shall not sell in any one trading day more than 5% of the volume weighted average number of shares of the Company’s Common Stock on its principal trading market as measured over 10 days prior to such sale.  Should the Company’s underwrites or placement agents request that RU enter into a market standoff agreement, RU shall enter into such agreement; provided that its terms shall be on substantially the same or better terms than requested from other stockholders of the Company.  Upon request of the Company, RU agrees to provide Company with such information as reasonably required to permit Company to determine if RU is in compliance with this covenant.

INDEMNIFICATION OF CONSULTANT BY COMPANY

The Company acknowledges that RU, in performance of its duties, will be required to rely upon the accuracy and completeness of information supplied to it by the Company’s officers, directors, agents, and/or employees. The Company agrees to indemnify, hold harmless and defend RU, from any proceedings, inquiries, or legal action whether administrative, governmental, or private which arises out of or is due to the incompleteness of any promotional material or other information including but not limited to financial information supplied by the Company to RU.

RU agrees that all services shall be performed in accordance with all applicable laws, rules, and regulations.

The Company acknowledges that RU is acting as an independent contractor and not as an employee of the Company. As such, neither party has the authority to bind the other, nor make any unauthorized representation on behalf of the other.

The Company acknowledges that RU shall not be held accountable for the actions of other parties the Company engages to provide consulting services to the Company throughout the duration of this agreement.

The Company shall not be responsible for any workers compensation or any health or accident insurance for RU or Investor Relations firm’s employees.  Company shall not be responsible for paying any contributions to social security unemployment insurance, Federal or State withholding taxes, nor provide any contributions or benefits, which might be customary in an employer-employee relationship.

NOTICES

Any notices given by either party to the other hereunder shall be sufficient if in writing and sent by registered or certified mail, return receipt requested, or overnight mail by a nationally recognized courier addressed to such party at the address specified on the first page of this Agreement or such other address as either party may have given to the other in writing.  Notice shall be deemed delivered 5 days after the date stamped by the U.S. Postal Officer or on the date of delivery by overnight mail.

ENTIRE AGREEMENT

This Agreement contains the entire agreement and understanding between the parties and supersedes all prior negotiations, agreements and discussions concerning the subject matter hereof.

MODIFICATION AND WAIVER

This Agreement may not be altered or modified except by writing signed by each of the respective parties hereof.  No breach or violation of this Agreement shall be waived except in writing executed by the party granting such waiver.

LAW TO GOVERN

This Agreement shall be construed according to the laws of the State of Nevada. In the event of a dispute the parties agree to binding arbitration by JAMS/Enddispute with one arbitrator reasonably acceptable to both parties hereto.

NO PARTNERSHIP OR AGENCY

The Parties have not created a partnership and nothing contained in this Agreement shall in any manner whatsoever constitute any Party the partner, agent or legal representative of the other Party, nor create any fiduciary relationship between them for any purpose whatsoever.  No Party shall have any authority to act for, or to assume any obligations or responsibility on behalf of, the other Party except as may be, from time to time, agreed upon in writing between the Parties or as otherwise expressly provided.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this agreement, effective as of the date set forth above.

By:
Resources Unlimited NW LLC.
Michael Sheikh – Managing Director

By:
BioxyTran Inc.
David Platt – Chief Executive Officer