AGREEMENT
IT IS AGREED this 14 day of December, 1999, effective December 15, 1999, by
and between Xxxxxxx X. Xxxxxxxxx, Xx. ("WJC") and Bion Environmental
Technologies, Inc. ("BION") as follows:
WHEREAS BION is entering into an agreement ("D2 AGREEMENT") with D2 CO. ("D2")
concerning management, consulting and financing; and
WHEREAS D2 requires that BION and certain major shareholders and/or creditors
of BION, including WJC, agree to certain conditions as partial consideration
for the D2 AGREEMENT with BION; and
WHEREAS WJC considers the D2 AGREEMENT to be in the best interests of BION and
is willing to accept the following conditions;
NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants herein:
1) WJC agrees to exchange all $2.25 Warrants (100,000 as of 11/30/99) for
$2.25 options under the 1994 Incentive Plan and to exercise the options by
canceling existing long term promissory note ($227,250.00 as of 11/30/99)
subsequent to $3,000,000 net additional funding of BION. Any excess to the
promissory note balance will result in additional shares being issued as if
the number of options were greater, or will be paid in cash at closing at the
option of Bion.
2) WJC agrees to recommend and support a registered exchange including BION
Class X Warrants and BION Class Z Warrants with tentative exchange ratios as
follows:
1 Class X Warrant = 0.3 registered BION common shares; and
1 Class Z Warrant = 0.15 registered BION common shares;
provided, however, that based on events subsequent hereto the proposed
exchange ratios may need to be adjusted to insure fairness to all holders or
BION may elect to not proceed with the proposed exchange on any terms.
Bion Environmental Technologies, Inc. Xxxxxxx X. Xxxxxxxxx, Xx.
By: /s/ Xxx Xxxxxxxx by: /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
Authorized Officer Xxxxxxx X. Xxxxxxxxx, Xx.
