AGREEMENT
IT IS AGREED this 11 day of December, 1999, effective December 15, 1999, by
and between Xxx Xxxxxxxx ("JN") 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 JN, agree to certain conditions as partial consideration
for the D2 AGREEMENT with BION; and
WHEREAS JN 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) JN agrees to exchange all $2.25 Warrants (153,000 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 ($319,084.93 as of 11/30/99) subsequent to
$3,000,000 net additional funding of BION, provided that the agreement at
paragraph 5) below allows resale of a number of shares equal to at least 50%
of the shares received by exercise during the following six months. 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) JN 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.
3) BION agrees to indemnify and hold harmless JN from any and all liability
which may arise under Section 16b of the Securities & Exchange Act of 1934 as
a result of matching with the transactions by JN herein and/or transactions
made by JN in preparation for the transactions herein.
4) JN acknowledges that D2 AGREEMENT will entail material management
re-arrangement at all levels of BION, both immediately and over time, which
may alter the services required by BION from JN; and JN agrees to cooperate
with BION and D2 in all transitions.
5) JN agrees to execute, together with D2 and other parties, an agreement
which provides for reasonable limitations on resale by JN of BION securities
currently owned or subsequently acquired.
Bion Environmental Technologies, Inc. Xxx Xxxxxxxx
By: /s/ Xxxx X. Xxxxx by:/s/ Xxx Xxxxxxxx
Authorized Officer Xxx Xxxxxxxx
