EXHIBIT 10.11
AGREEMENT
It is agreed this first day of August 2001, by and between and among Bion
Environmental Technologies, Inc. ("BION") and D2CO, LLC, Southview, Inc. and
Atlantic Partners, LLC (collectively "D2") as follows:
1. BION and D2 agree to execute the documents attached as Exhibit A to effect
the "Deferred Compensation" arrangement, which was agreed to during December
2000. Each party will take such actions and execute such additional documents
as may be necessary related thereto.
2. D2 and BION hereby agree to execute the Stock Voting Agreement attached
hereto as Exhibit B.
3. a) BION and D2 agree to release Xxx Xxxxxxxx from the restrictions
related to sale of BION Securities set forth in the Shareholders Agreement
dated December 23, 1999, as amended ("Shareholder Agreement").
b) BION and D2 agree to be bound by the extensions/amendments to the
Shareholder Agreement set forth at paragraph 5 of the agreement between BION
and "FIRST PARTIES" attached hereto as Exhibit C.
4. a) Upon the earlier of i) completion of financing or series of financings
("Financing") large enough to "trigger" the conversion of BION's outstanding
Bridge Notes and 2001 Convertible Notes (collectively "CV Notes") into BION
common stock; or ii) conversion of the CV Notes into BION common stock on
April 29, 2002, the outstanding Class SV1 and SV2 Warrants owned by D2 shall
be adjusted ("Adjusted Warrants") so that D2 owns Adjusted Warrants to
purchase a number of shares of BION common stock equal 20% of the "fully-
diluted" outstanding shares, calculated by including i) the Adjusted Warrants
ii) the securities issued in the conversions of the CV Notes and other notes,
iii) the securities issued in connection with the Financing, and iv) other
outstanding options, warrants and/or convertible promissory notes which re
exercisable or convertible, as applicable, at a price equal to or lower than
the exercise price of the Adjusted Warrants, which Adjusted Warrants shall
have the same expiration date as the current SV1 and SV2 Warrants and shall
have an exercise price equal to the lower of $1.00 per share or the conversion
price of the CV Notes, provided, however, that for purposes of calculating the
number of Adjusted Warrants no securities outstanding related to any portion
of a Financing aggregating greater than $10,000,000 shall be included in the
calculation.
b) In partial consideration of 4a) above, Southview hereby extends the
term of the outstanding promissory note (with a balance (principal plus
interest) of $521,039.81 as of July 31, 2001) attached hereto as Exhibit D so
that such promissory note shall be repaid from the proceeds of the Financing.
5. The agreement is subject to ratification by BION's Board of Directors on
or before September 15, 2001.
Bion Environmental Technologies, Inc. D2CO, LLC
By: /s/ Xxxx X. Xxxxx, Chairman By:
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Authorized Officer Authorized Officer
Southview, Inc.
By:
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Authorized Officer
Atlantic Partners, LLC
By:
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Authorized Officer
