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EX-10
25
ex10-22.txt
EXHIBIT 10.22
EXHIBIT 10.22
CONVERTIBLE PROMISSORY NOTE ("NOTE")
FOR VALUE RECEIVED, the undersigned, Bion Environmental
Technologies, Inc., a Colorado corporation ("MAKER"), hereby promises
to pay to the order of Bright Capital, Ltd. ("HOLDER"), and its
successors and assigns, c/o 64 Village Hill Drive, Dix Hills, NY 11746,
or at such other place as the HOLDER of this Note may from time to time
designate in writing, all sums due under this Note (plus interest) in
lawful and immediately available money of the United States. The
initial principal of this Note is $503,418.91. Interest shall be
accrued and added to principal at a simple rate of six percent (6.0%)
per annum from date owed by Maker. All outstanding principal and
interest shall be due and payable on or before January 1, 2009, if not
previously paid. If this Note or interest due hereunder is not paid
when due or declared due hereunder, the principal shall draw interest
at the rate of one and one half percent (1.5%) per month.
Upon default by the MAKER of the timely payment of principal or
interest due hereunder or upon any Event of Default as hereinafter
defined, the HOLDER may, in its sole discretion, withhold any payments
due and payable to MAKER and apply same to the MAKER's obligations
hereunder. In addition, upon any Event of Default, the HOLDER may
declare the full amount of this Note due and payable.
If any one or more of the following events ("Events of Default")
shall occur for any reason whatsoever (and whether such occurrence
shall be voluntary or involuntary or come about or be effected by
operation of law, pursuant to or in compliance with any judgment,
decree of order of any court, or any order, rule or regulation of any
administrative or governmental body, or otherwise) the HOLDER of this
Note may, at its option, upon written notice to MAKER, declare this
Note and any other promissory note issued by MAKER to HOLDER (whether
or not then due in accordance with its terms) to be due and payable,
whereupon the entire balance of this Note shall forthwith become and be
due and payable:
(a) MAKER fails to make payment of principal or of interest on
this Note or any other obligation of MAKER when such shall become due
and payable, whether at the stated maturity thereof or by acceleration
or otherwise;
(b) MAKER (1) admits its inability to pay its debts as they
become due; (2) files a petition in bankruptcy or makes a petition to
take advantage of an insolvency act; (3) makes an assignment for the
benefit of creditors; (4) commences a proceeding for the appointment of
a receiver, trustee, liquidator, or conservator of itself or of the
whole or any substantial part of its properties; (5) files a petition
or answer seeking reorganization or arrangement or similar relief under
the federal bankruptcy laws or any other applicable law or statute or
the United States or any State;
(c) MAKER (1) is adjudged as bankrupt, (2) a court enters an
order, judgment or decree, appointing a receiver, trustee, liquidator
or conservator of MAKER or of the whole or any substantial part of its
properties, or approve a petition filed against MAKER seeking
reorganization or similar relief under the federal bankruptcy laws or
any other applicable law or statute of the United States or any state;
(3) under the provisions of any other law for the relief or aid of
debtors, a court assumes custody or control of MAKER or the whole or
any substantial part of its properties; (4) there is commenced
against MAKER any proceeding for any of the foregoing relief; (5) a
petition in bankruptcy is filed against MAKER; or (6) MAKER by any act
indicates its consent to approval of or acquiescence in any such
proceeding or petition.
Except as otherwise hereinabove expressly provided, MAKER hereby
waives diligence, demand, protest, presentment and all notices (whether
of nonpayment, dishonor, protest, acceleration or otherwise) and
consents to acceleration of the time of payment, surrender or
substitution of security or forbearance, or other indulgence, without
notice.
Jurisdiction and venue shall be in a court of general jurisdiction
located in the State of New York. In the event that litigation is
necessary to collect the principal (and interest) of the Note, HOLDER
shall be entitled to reasonable attorneys' fees and litigation costs
associated therewith.
BION ENVIRONMENTAL TECHNOLOGIES, INC.
By: ________________________________________
Authorized Officer
Date: December 31, 2005
Initial principal: $503,418.91
Date Due: January 1, 2010
CONVERSION AGREEMENT
IT IS AGREED effective this 31st day of December 2005 by and
between Bion Environmental Technologies, Inc. ("Maker") and Bright
Capital, Ltd. ("Holder") as follows:
1) The outstanding principal and interest due to Holder from
Maker pursuant to the promissory note dated December 31, 2005 ("Note")
which is attached hereto as Exhibit A shall be convertible, in whole or
in part, at the option of the HOLDER, into shares of MAKER's common
stock ("Shares") at a price of $2.00 per share (equitably adjusted for
subsequent stock splits, dividends, mergers, etc.) as follows: a) by
HOLDER at any time after July 1, 2007; b) by MAKER any time after July
1, 2008; c) by MAKER and HOLDER by mutual agreement at any time prior
to payment by MAKER of such principal and interest.
2) MAKER shall not prepay the NOTE without permission of HOLDER.
3) Upon issuance, MAKER represents that all Shares received as a
result of conversion of the Note shall be fully-paid and non-
assessable.
4) Any interest accrued to the Note after July 1, 2007 shall not
be convertible into Shares but shall rather be payable in cash by Maker
upon conversion of the Note into Shares.
MAKER:
By: _____________________________
HOLDER:
By: ______________________________