EX-10.11
from 8-K
1 page
Agreement It Is Agreed This 14 Day of December, 1999, Effective December 15, 1999, by and Between William J. Crossetta, Jr. ("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. William J. Crossetta, Jr. By: /S/ Jon Northrop By: /S/ William J. Crossetta, Jr. Authorized Officer William J. Crossetta, Jr
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EX-10.9
from 8-K
1 page
Agreement It Is Agreed This 14 Day of December, 1999, Effective December 15, 1999, by and Between Harley E. Northrop ("Hen") 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 Certain Major Shareholders and/or Creditors of Bion, Including Hen, Agree to Certain Conditions as Consideration for the D2 Agreement With Bion; and Whereas Hen 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) Hen Agrees to Convert the Total Outstanding Balance ($326,998.64 as of 11/30/99) of a Long Term Note Owned by Hen Into Shares at $1.80 Per Share in a Registered Offering Upon the Conclusion of Not Less Than $3,000,000 Net Funding of Bion Subsequent Hereto ("Financing"). 2) Hen and Bion Agree to Recommend and Support, After or Contemporaneously With Completion of Financing, a Registered Exchange of Bion Class X 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. Harley E. Northrop By: /S/ Jon Northrop By: /S/ Harley E. Northrop Authorized Officer Harley E. Northrop
12/34/56
EX-10.7
from 8-K
1 page
Agreement It Is Agreed This 13 Day of December, 1999, Effective December 15, 1999, by and Between Northrop Family Trust ("Nft") 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 Nft, Agree to Certain Conditions as Partial Consideration for the D2 Agreement With Bion; and Whereas Nft 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) Nft Agrees to Exercise All $2.25 Warrants (38,000 as of 11/30/99) by Canceling Existing Long Term Promissory Note ($90,407.40 as of 11/30/99) in a Registered Exchange Offering Subsequent Not Less Than $3,000,000 Net Funding of Bion Subsequent Hereto ("Financing"). Any Excess to the Balance as of 11/30/99 Will Result in Additional Shares Being Issued, or Will Be Paid in Cash at Closing. 2) Nft 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. Northrop Family Trust By: /S/ Mark A. Smith By: /S/ Jon Northrop Authorized Officer Authorized Officer
12/34/56