AGREEMENT
This Agreement, entered into this 10th day of August, 2000, by and
between and among Bion Environmental Technologies, Inc. and subsidiaries
(collectively "BION") and D2Co., LLC., ("D2"), amends and supplements the
Management Agreement dated December 23, 1999, between the parties ("Management
Agreement") and the Shareholders' Agreement dated December 23, 1999,
("Shareholders' Agreement") as follows:
1. The initial term set forth in paragraph 2 of the Management Agreement
shall be extended to December 31, 2003.
2. Paragraph 8(a) of the Management Agreement shall be amended to add
section 8(a)iii which shall read:
in addition, the Company shall, effective August 10, 2000, issue to D2:
a) warrants to purchase 1,000,000 shares of its common stock at an
exercise price of $3.50 per share, which shall expire on August 10, 2005; and
b) warrants to purchase 500,000 shares of its common stock at an
exercise price of $6.00 per share, which shall expire on August 10, 2005.
3. Paragraph 4 of the Shareholders' Agreement shall be amended, subject
to approval by the other parties to the Shareholders' Agreement, to read as
follows:
Disposition of Shares. No shareholder shall transfer, sell, convey,
exchange, pledge or otherwise dispose of ("Transfer") any Shares of the
Company except in connection with a sale of all or substantially all of the
outstanding stock of the Company or a merger of the Company with another
Person. Notwithstanding the foregoing, a Shareholder shall be entitled to
effect any of the following transfers (each an "Exempt Transfer"): (i)
Transfers by a Shareholder to an entity wholly owned by it at all times
following such Transfer; (ii) Transfers pursuant to applicable laws of descent
and distribution to members of such Shareholder's Immediate Family, or
Transfers during the lifetime of such Shareholder to such Shareholder's
spouse, adult children or to a trust whose beneficiaries are members of such
Shareholder's Immediate Family, and (iii) Transfers of a number of Shares up
to the "Maximum Amount" (as defined below), computed cumulatively for all
Transfers made under this clause (iii) from and after the date hereof;
provided that, in the case of Exempt Transfers of the types referenced in
clauses (i) and (ii) above, the restrictions contained in this section 4 will
continue to be applicable to Shares and the transferee of such Shares must
have agreed in writing to be bound by the terms and conditions of this
Agreement applicable to the Shareholder. For purposes hereof, the "Maximum
Amount" shall be equal to (a) with respect to MAS, shares with a gross sales
price of up to $1,000,000 sold prior to December 31, 2001, (b) with respect to
JN and JNN, shares with the aggregate gross proceeds of up to $150,000 each,
sold prior to December 31, 2001, and (c) in the event the Transfers referred
to in both clauses (a) and (b) have occurred prior to December 31, 2001, then
(1) with respect to MAS, shares with aggregate gross proceeds of up to an
additional $1,000,000 and (2) with respect to D2 Co., shares with aggregate
gross proceeds of up to $1,000,000 each sold prior to December 31, 2001.
Additionally, with respect to each of JN and JNN, the "Maximum Amount" shall
be increased to include: (i) sales required by paragraph 1 of Exhibits 10.6
and 10.7 to Bion's Form 8K dated 12/11/99; plus (ii) an additional $200,000
when the closing price of Bion's Common Stock has exceeded $5.00 for ten (10)
consecutive trading days. In the event the Company desires to enter into a
future financing transaction in which an additional or different lock-up
period on the transfer of shares has been requested, by a third party, each
Shareholder agrees to negotiate in good faith with the Company with respect to
the extent of any such additional Transfer restrictions.
4. All other provisions of the Management Agreement and the
Shareholders' Agreement remain in full force and effect and are incorporated
herein by reference.
IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed the
10th day of August, 2000.
Bion Environmental Technologies, Inc. D2 Co., LLC.
By:/s/ Mark Smith By:/s/
Authorized Representative Title______________________
The undersigned agree to the changes set forth in Paragraph 3 above:
/s/ Jon Northrop /s/ Jere Northrop /s/ Mark A. Smith
Jon Northrop Jere Northrop Mark A. Smith
Dublin Holding, Ltd. LoTayLingKyur, Inc.
By:/s/ Mark A. Smith By:/s/ Mark A. Smith
Authorized Representative Authorized Representative
LTLK Defined Benefit Plan
By:/s/ Mark A. Smith
Authorized Representative
