8-K
BION ENVIRONMENTAL TECHNOLOGIES INC (BNET)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the
Securities Exchange
Act of 1934
Date ofReport (Date of earliest event reported): July 24, 2025 (July24, 2025)
BION
ENVIRONMENTAL TECHNOLOGIES, INC.
Exact name of Registrant
as Specified in its Charter
| Colorado | 000-19333 | 84-1176672 |
|---|---|---|
| State or Other Jurisdiction<br> of Incorporation | Commission File Number | IRS Employer Identification<br> Number |
9
East Park Court
OldBethpage**, NewYork**
11804
Address of Principal
Executive Offices, Including Zip Code
406-839-0816
Registrant's Telephone
Number, Including Area Code
Not applicable
Former name or former
address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth<br> company ¨ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry Into a Material Definitive Agreement.
On July 24, 2025, the Company entered into a Forbearance Agreement with Bion BLG, LLC, (effective July 15, 2025) extending the maturity date of the BLG Note to January 15, 2026 (attached as exhibit). The agreement was ratified by Bion’s Board on July 24, 2025. Under the terms of the Forbearance Agreement, the amounts outstanding under the Note will continue to bear interest at a rate of 9% per annum. Bion agreed to a new formula to determine BLG’s obligation for up to $100,000 in legal costs related to litigation over delinquent payment for construction costs incurred at Bion’s demonstration facility near Fair Oaks, IN (see Bion’s Forms 8-K, dated April 7 and 17, 2025). Bion BLG, LLC, also extended their agreement to share their collateral with investors in the three prior Shareholder Note offerings, with investors participating in a new offering, dated July 25, 2025.
Effective October 15, 2024, the Company entered into an Agreement with BLG, LLC, to purchase a Convertible Promissory Note in the principal amount of up to $500,000 (See Bion’s Form 8-K, dated October 24, 2024). At that time, BLG, LLC, consisted of three affiliates of the Company (Directors Greg Schoener (also Interim COO), Turk Stovall, and Bob Weerts) and two shareholders (one of whom is the brother of Greg Schoener). BLG membership is currently the same, but Bion accepted Turk Stovall’s resignation as a Director, effective May 30, 2025. Amounts outstanding under the original BLG Note bore interest at a rate of 7.5% per annum through the maturity date of the Note, which was April 15, 2025. The Note is secured by the Company’s Intellectual Property (IP)/patents and it will convert into securities in the Company at the terms of a later capital raise (or other source of funding) in excess of $3.0 million, that had to be completed within six (6) months, and other terms as defined in the Note and Security Agreements (attached as exhibits).
Effective May 29, 2025, the Company entered into a Forbearance Agreement with Bion BLG, LLC, extending the maturity date of the BLG Note to July 15, 2025 (See Bion’s Form 8-K, dated May 30, 2025). Under the terms of the Forbearance Agreement, the amounts outstanding under the Note began to bear interest at a rate of 9% per annum.
Item 9.01 Financial Statementsand Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
|---|---|---|
| 10.1 | Second Forbearance Agreement | |
| 10.2 | Bion BLG LLC Promissory Note | |
| 10.3 | Security Agreement | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BION ENVIRONMENTAL TECHNOLOGIES, INC. | ||
|---|---|---|
| By: | /s/ Stephen<br> Craig Scott | |
| Date: July 24, 2025 | Name: | Stephen Craig Scott <br>Interim CEO |
Exhibit 10.1
Second FORBEARANCE AGREEMENT
This Second Forbearance Agreement (“Agreement”), dated effective as of July 15, 2025, is made by and between BION ENVIRONMENTAL TECHNOLOGIES,INC., a Colorado corporation with an address of P.O. Box 323, Old Bethpage, NY 11804 (“Borrower”), and BIONBLG LLC, a Montana limited liability company with an address of P.O. Box 31955, Billings, MT 59107 (“Lender”).
RECITALS
| A. | On October 15, 2024, Borrower executed a Promissory<br>Note (“Note”) in favor of Lender, promising to pay the outstanding balance of up to $500,000.00 to Lender under the<br>terms and conditions of the Note. |
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| B. | In connection with the Note, Borrower also executed<br>a Security Agreement in favor of Lender, pledging Borrower’s intangible assets, including certain issued U.S. patents. Lender perfected<br>its interest in the collateral by filing a UCC financing statement with the Colorado Secretary of State on November 5, 2024. Collectively,<br>the Note, Security Agreement, and financing statement constitute the “Loan Agreement.” |
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| C. | Borrower is in default under the Note based on Borrower’s<br>failure to secure $3,000,000.00 in funding prior to the Maturity Date and Borrower’s stated inability to repay its current creditors,<br>including Lender. |
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| D. | In addition, on March 21, 2025, Dilling Group, Inc.<br>sued Borrower and other defendants related to contracting work performed in Fair Oaks, Indiana. The litigation is entitled DillingGroup, Inc. v. The Hamstra Group, Inc. et al. Cause No. 56C01-2503-MF-000316 before the Newton County, Indiana Superior Court (the<br>“Fair Oaks Lawsuit”). |
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| E. | Borrower requested, and Lender granted, a request<br>for Lender to forbear from exercising its rights and remedies under the Loan Agreement following Borrower’s default and failure<br>to pay the Note balance on the maturity date. |
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| F. | Borrower and Lender entered into a Forbearance Agreement<br>effective as of April 15, 2025 to facilitate Borrower’s forbearance request. |
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| G. | Borrower has breached the Forbearance Agreement by<br>failing to raise the additional investment contributions required under the Forbearance Agreement. |
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| H. | Borrower has requested Lender to again forbear from<br>exercising its rights and remedies under the Loan Agreement and the Forbearance Agreement. |
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| I. | Lender is willing to forbear from exercising certain<br>rights and remedies for a limited time, so long as Borrower complies with the terms and conditions of this Agreement. |
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NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth in this Agreement, the parties agree as follows:
1. Borrower Acknowledgments. Borrower acknowledges and agrees that:
a. Recitals. The above recitals are true and correct.
b. Defaults. Borrower is in default under the Loan Agreement. Specifically, Borrower failed to raise $3,000,000.00 within six (6) months of the date of the Loan Agreement. Further, Borrower lacks the funds to pay its current creditors in full, and Borrower cannot repay Lender in full on the Maturity Date.
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In addition, Borrower is in default under the Forbearance Agreement. Specifically, Borrower failed to raise the additional investment funding by the end of the Forbearance Period.
c. Loan Documents; Forbearance Agreement. The Promissory Note, and all other agreements, instruments, and other documents executed in connection with or relating to collateral or obligations of Borrower are legal, valid, binding, and enforceable against Borrower in accordance with their terms. The terms of the Promissory Note remain unchanged except as expressly modified by this Agreement and the Forbearance Agreement.
The Forbearance Agreement is legal, valid, binding, and enforceable against Borrower in accordance with its terms. The terms of the Forbearance Agreement remain unchanged except as expressly modified by this Agreement.
d. Obligations. Obligations of Borrower under the Promissory Note are not subject to any setoff, deduction, claim, counterclaim, or defenses of any kind or character whatsoever.
e. Collateral. Borrower maintains title to all patent collateral securing the Note.
f. Right to Accelerate. Lender has the right to demand immediate payment of the obligations under the Note.
g. Default Notice. To the extent required by the Promissory Note, Borrower acknowledges timely and proper notice of default and the opportunity to cure (if any) and waives any rights to receive further notice of the defaults described in this Agreement.
h. Default Interest Rate. As partial consideration for Lender’s forbearance in this Agreement, the interest rate under the Note shall be increased to a rate of nine percent (9%) until the defaults are cured.
i. No Waiver of Defaults. Neither this Agreement, nor any actions taken in accordance with this Agreement, constitute a waiver or consent to the current payment defaults, other current defaults that may exist, or any future defaults under the Note or related agreements.
j. Preservation of Rights and Remedies. Upon expiration of the Forbearance Period (defined below), all of Lender’s rights and remedies under the Loan Agreement and at law and in equity shall be available without restriction or modification, as if the forbearance had not occurred.
k. Lender Conduct. Lender has fully and timely performed all obligations and duties in compliance with the Loan Agreement and applicable law, and has acted reasonably, in good faith, and appropriately under the circumstances.
2. Purpose of Forbearance. The purpose of this Agreement is to provide Borrower time to generate sufficient cashflow to repay the Note in full.
3. Lender Forbearance.
a. Forbearance Period. Subject to compliance by Borrower with the terms and conditions of this Agreement, Lender agrees to forbear from exercising its rights and remedies against Borrower under the Loan Agreement with respect to the existing defaults during the period (the “Forbearance Period”) commencing on the date of this Agreement and ending on the earlier to occur of (i) January 15, 2026 and (ii) the date that any Forbearance Default (defined below) occurs. Lender’s forbearance shall immediately and automatically cease without notice or further action on the earlier to occur of (i) or (ii) (the “TerminationDate”). On and from the Termination Date, Lender may, in its sole discretion, exercise any and all remedies available under the Loan Agreement or the Forbearance Agreement by reason of the occurrence or the continuation of any default.
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b. Extension of Forbearance Period. Lender may extend the Forbearance Period in its sole and absolute discretion.
c. Scope of Forbearance. During the Forbearance Period, Lender will not (i) initiate proceedings to collect under the Loan Agreement or the Forbearance Agreement; or (ii) repossess or dispose of any of the collateral.
4. Fees and Expenses. Borrower acknowledges the following fees will be paid to Lender at the time of executing this Agreement.
a. Any professional fees or other expenses (including Lender’s attorneys’ fees) incurred in connection with the preparation and negotiation of this Agreement or otherwise incurred in the enforcement of this Note, the Forbearance Agreement, or preservation of Lender’s security (as further described in the Note).
b. Any fees or costs to perfect Lender’s security interest in the collateral.
In addition to the above, fees incurred after execution of this Agreement under this section shall be payable by Borrower and added to the principal balance of the Note.
5. Loan Amendments. In connection with this Agreement, Borrower and Lender agree to amend the outstanding loan as follows:
a. The Delivery/Use of Proceeds Section 4(b) of the Note is amended as follows: Funds from the Note for payment of operating expenses are fully disbursed. Up to $100,000.00 of the remaining undisbursed balance of the Note shall be disbursed to Borrower, subject to conditions described below, to be used by Borrower to fund its legal fees in a defense of any action relating to the Fair Oaks, Indiana facility and improvements owned by Borrower.
Lender’s obligation to disburse additional loan funds shall be limited by Borrower’s obligation to raise $3,000,000.00 in additional investment, as more particularly described in Section 8(h) below. The portion of the $100,000.00 in undisbursed funds available for disbursement shall equal the proportion of the $3,000,000.00 in subsequent investment contributions raised by Borrower. For example, to date, Borrower has raised $451,000.00 of the $3,000,000 (15.03%) that Borrower committed to raise. Thus, up to $15,030.00 is available for disbursement, subject to the additional conditions in this Agreement and this section.
Lender shall disburse funds to Borrower after Borrower provides Lender with invoices and all other documentation requested by Lender to document the legal fees described in this section. Lender’s obligation to disburse additional loan proceeds will immediately terminate upon the event of a Forbearance Default, and the maximum amount of additional funds to be disbursed by Lender shall be $100,000.00.
6. Payments During Forbearance Period. Borrower is not required to make payments during the Forbearance Period. Borrower may prepay the past due balance without penalty. Borrower shall pay Lender at the address listed above.
7. Representations and Warranties. Borrower represents and warrants that all representations and warranties relating to it contained in the Loan Agreement remain true and correct as of the date of this agreement, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date. Borrower further represents and warrants that:
a. Enforceability. This Agreement constitutes a valid and legally binding Agreement enforceable against Borrower in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity.
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b. No Violation. The execution, delivery, and performance of this Agreement do not and will not (i) violate any law, regulation, or court order to which Borrower is subject; or (ii) result in the creation or imposition of any lien, security interest, or encumbrance on any property of Borrower, whether now owned or hereafter acquired, other than liens in favor of Lender.
c. No Litigation. No action, suit, litigation, investigation, or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Borrower, threatened by or against or affecting Borrower or against any of their property or assets with respect to the Note or any of the transactions contemplated in this Agreement or the Note.
d. Advice of Counsel. Borrower has freely and voluntarily entered into this Agreement with the advice of legal counsel of its choosing or has knowingly waived the right to do so.
8. Covenants. To induce Lender to forbear from the exercise of its rights and remedies as set forth above, Borrower covenants and agrees that, during the Forbearance Period:
a. Compliance with Loan Agreement. Borrower shall continue to perform and observe all covenants, terms, conditions, and other obligations contained in this Agreement, the Promissory Note (as expressly modified by this Agreement), the Loan Agreement, and the Forbearance Agreement, except with respect to the defaults noted above.
b. Perfection of Lender’s Liens. Borrower shall execute and deliver all documents as Lender determines necessary or advisable to perfect or protect Lender’s security interests, mortgages, or liens granted by Borrower to Lender.
c. Obligations to Third Parties. Borrower shall continue to pay, discharge, or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all liabilities and obligations arising in the ordinary course of business, excluding existing obligations as of the Effective Date of the Forbearance Agreement during the Forbearance Period.
d. Notification Requirements. Borrower shall immediately notify Lender in writing of any circumstance by a person or entity asserting a lien, encumbrance, security interest, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution, or similar process or any claim of control) against Borrower or any of its property (each, an “AdverseClaim”). The parties shall provide Lender all documentation and other information Lender may request regarding such Adverse Claim. Further, Borrower shall provide Lender all documentation and other information Lender may request regarding the Fair Oaks Lawsuit.
e. Sale of Assets. Borrower shall not sell, convey, transfer, assign, lease, abandon, or otherwise dispose of any of its assets, tangible or intangible, except in the ordinary course of business, without Lender’s prior written consent.
f. Further Assurances. Borrower shall take any and all actions of any kind or nature whatsoever, and execute and deliver additional documents, that relate to this Agreement and the transactions contemplated under this Agreement.
g. Financial Statements. On a weekly basis, Borrower shall provide Lender with a Debts-Balance BLG balance sheet which shall include all aging and outstanding accounts payable, along with a Private Placement Investor Report on a weekly basis during the Forbearance Period, along with any other documents requested by Lender relating to Borrower’s ongoing operations. In addition, Borrower shall provide Lender with a Consolidated Balance Sheet within fourteen (14) days of the end of each calendar quarter.
h. Subsequent Equity Contributions. In addition to the $451,000.00 raised to date, Borrower shall raise an additional $2,549,000.00 during the Forbearance Period, either through equity or debt investment from current or new investors; equity or debt investment by strategic partners; license agreements or payments, or a combination of similar fundraising methods. Borrower shall raise $2,549,000.00 by the end of the Forbearance Period. A failure to raise additional monies by the deadlines established in this section will constitute a Forbearance Default.
9. Release of Claims and Waiver of Defenses. Borrower, on behalf of itself and its successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, agents, and attorneys hereby forever, fully, unconditionally and irrevocably waives and releases Lender and any successors, assigns, parents, subsidiaries, affiliates, officers, directors, members, managers, employees, attorneys, and agents (collectively, the “Releasees”) from any and all claims, liabilities, obligations, debts, causes of action (whether at law or in equity or otherwise), defenses, counterclaims, setoffs, of any kind, whether known or unknown, whether liquidated or unliquidated, matured or unmatured, fixed or contingent, directly or indirectly arising out of, connected with, resulting from, or related to any act or omission by Lender or any other Releasee with respect to the Note, the Loan Agreement, the Forbearance Agreement, and any collateral, other than for willful acts or omissions, on or before the date of this Agreement (collectively, the “Claims”). Borrower further agrees that Borrower shall not commence, institute, or prosecute any lawsuit, action, or other proceeding, whether judicial, administrative, or otherwise, to collect or enforce any Claim.
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10. Events of Default. The occurrence of one or more of the following shall constitute a “Forbearance Default” under this Agreement:
a. Borrower shall fail to abide by or observe any term, condition, covenant, or other provision contained in this Agreement or any document related to or executed in connection with this Agreement.
b. A default or event of default shall occur under the Note, the Forbearance Agreement or any document related to or executed in connection with this Agreement, the Forbearance Agreement, or the Loan Agreement, other than the existing defaults as specifically provided in this Agreement.
c. Borrower:
| i. | experiences circumstances whereby its financial position becomes worse than<br>its financial position as of the Effective Date of the Forbearance Agreement. |
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| ii. | is generally not, or is unable to, or admits in writing its inability to,<br>pay its debts or work out suitable payment plans with its creditors as they become due following the Effective Date of the Forbearance<br>Agreement. |
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| iii. | fails to raise $2,549,000.00 in funding by the dates identified in Section<br>8(h). |
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| iv. | (i) commences any case, proceeding, or other action under any existing or<br>future laws relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking (A) to have an order for relief entered<br>with respect to it, or (B) to adjudicate Borrower as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up,<br>liquidation, dissolution, composition, or other relief with respect to him or his debts, or (D) appointment of a receiver, trustee, custodian,<br>conservator, or other similar official for him or for all or any substantial part of his assets, or (ii) makes a general assignment for<br>the benefit of creditors; |
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| v. | has commenced against Borrower in a court of competent jurisdiction any<br>case, proceeding, or other action of a nature referred to in clause (c) above which (i) results in the entry of an order for relief or<br>any such adjudication or appointment or (ii) remains undismissed, undischarged, unstayed, or unbonded for sixty (60) days. |
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d. A tax lien, warrant, or levy is imposed on Borrower or any collateral.
e. Any other creditor of Borrower commences an action against Borrower seeking to collect any debt, obligation, or liability, other than the Fair Oaks Lawsuit or other action relating to the Fair Oaks, Indiana facility and improvements owned by Borrower.
f. Any representation or warranty of Borrower made in this Agreement shall be false, misleading, or incorrect in any material respect when made.
11. Remedies. Immediately upon the occurrence of a Forbearance Default:
a. The Forbearance Period shall immediately and automatically cease without notice or further action without notice to, or action by, any party.
b. Lender shall be entitled to exercise any or all of its rights and remedies under this Agreement, the Loan Agreement, the Forbearance Agreement, or the Note, any stipulations or other documents executed in connection with or related to this Agreement, or applicable law.
12. Miscellaneous.
a. Integration; Modification of Agreement. This Agreement, the Note, the Forbearance Agreement, and the Loan Agreement embody the entire understanding between the parties and supersede all prior agreements and understandings (whether written or oral) relating to the subject matter hereof and thereof. The terms of this Agreement may not be waived, modified, altered, or amended except by agreement in writing signed by all the parties hereto. This Agreement shall not be construed against the drafter.
b. Notices. All notices required or permitted under this Agreement shall be in writing and shall be effective: (i) upon personal delivery to the recipient; (ii) when sent by confirmed electronic mail during normal business hours of the recipient, and if not sent during normal business hours of the recipient, then on the next business day; (iii) three calendar days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. Communications by mail shall be sent to the addresses identified in the introductory paragraph to this Agreement.
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c. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
d. Full Force and Effect. The Note, Loan Agreement, and Forbearance Agreement shall remain unchanged in full force and effect and continue to govern and control the relationship between the parties, except to the extent they are inconsistent with, superseded, or were expressly modified by this Agreement. To the extent of any inconsistency, amendment, or superseding provision, this Agreement shall govern and control.
e. Successors and Assigns. This Agreement is binding upon and shall inure to the benefit of the parties and their respective heirs, successors, and assigns, provided that the Borrower’s rights under this Agreement are not assignable. Lender may assign his rights and interests under this Agreement, the Note, and all documents executed in connection with or related to this Agreement, at any time without the consent of or notice to Borrower.
f. Governing Law. Following the Effective Date, this Agreement and the Note shall be governed by and construed in accordance with the laws of the State of Montana without regard to conflict of laws.
g. No Waiver. Lender’s failure to exercise, or delay in exercising, any right, remedy, power, or privilege under this Agreement shall not operate as a waiver.
h. Cumulative Rights. The rights, remedies, powers, and privileges in this Agreement are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by the Note or by law.
i. Electronic Signatures and Counterparts. A copy of this Agreement transmitted by authenticated electronic signature (e.g. AdobeSign, DocuSign, etc.) or by email containing the signature of any party shall be accepted as the original and shall be binding upon the signing party to the same extent as would a copy of this Agreement containing the party’s original signature. Upon request of a party, a party signing and delivering this Agreement by e-mail shall deliver to the requesting party a copy of this Agreement containing the signing party’s original signature. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same document. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one agreement.
j. Application of Payments. Lender may apply any and all payments it receives from Borrower as Lender shall determine in Lender’s sole discretion.
k. Headings. The section headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the effective date identified in the introductory paragraph.
| BORROWER | |
|---|---|
| BION ENVIRONMENTAL TECHNOLOGIES, INC. | |
| a Colorado corporation | |
| By: | Stephen<br> Craig Scott |
| Its: | CEO |
| LENDER | |
| --- | --- |
| BION BLG LLC | |
| a Montana limited liability company | |
| By: | Turk Stovall |
| Its: | Member |
Exhibit 10.2
PROMISSORY NOTE
| Up to $500,000.00 | October<br>15, 2024 |
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This PROMISSORY NOTE (“Note”) is executed as of the date set forth below, by BION ENVIRONMENTAL TECHNOLOGIES, INC., a Colorado corporation with an address of PO Box 323, Old Bethpage, NY 11804 (“Borrower”), in favor of BION BLG LLC, with an address of PO Box 31955, Billings, MT 59107 (“Lender”).
In consideration of the mutual covenants set forth in this Note, the parties to this Note agree as follows:
| 1. | Promise to Pay. For value received, unless<br>such debt obligation is converted under the provisions in Sections 5 and 6 of this Note, Borrower promises to pay to the order of Lender<br>the principal sum of up to a maximum amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00), or the balance of all principal<br>advanced against this Note, together with interest accruing on the principal balance of this Note as provided below. |
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| 2. | Rate of Interest. Amounts outstanding<br>under this Note will bear interest at the simple rate of Seven and 50/100 Percent (7.50%) per annum. Interest shall accrue daily based<br>upon the actual number of days elapsed from the date of each advance made by Lender, and interest shall accrue until the Note is paid<br>in full. Interest will be computed on the basis of actual days elapsed on a three hundred sixty-five (365)-day year basis. |
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| 3. | Maturity Date. The Maturity Date of this<br>Note shall be April 15, 2025. The Maturity Date can be extended upon the approval of Lender, in Lender’s sole discretion. |
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| 4. | Delivery/Use of Proceeds. On a weekly<br>basis, Lender will transfer funds to Borrower in the amount approved for payment from the previous week’s payables schedule. Lender<br>shall make advances through November 15, 2024 based upon payables reports from August 26 through November 11, 2024. No further advances<br>will be made by Lender after November 15, 2024. |
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| a. | Borrower will account for the funds as received on a weekly basis and provide<br>a record for Lender that can be used for tax and SEC purposes. |
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| b. | Funds from the Note shall be utilized for payment of expenses incurred in<br>operations as provided in the 90-day payable report provided to Lender on or around August 26, 2024. Further, up to $100,000.00 of the<br>principal balance of the Note may be used by Borrower to fund its legal fees in a defense of any action relating to the Fair Oaks, Indiana<br>facility and improvements owned by Borrower. |
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| 5. | Conversion. So long as no Event of Default<br>has occurred under this Note or related agreements, Borrower may elect at any time to convert the outstanding balance of this Note into<br>Securities of the Borrower on or after the date Borrower raises an additional $3,000,000.00 in funding, either through equity or debt<br>investment from current or new investors; equity or debt investment by strategic partners; license agreements or payments, or a combination<br>of similar fundraising methods. Borrower’s failure to raise an additional $3,000,000 by the Maturity Date will constitute a default<br>under this Note. |
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The Note will convert into Securities of the Borrower at the terms of a subsequent capital Raise described above. If the Raise is a share price-based transaction (or converts into shares or Units), then Lender will receive, in addition to Units in the Raise, an extra warrant exercisable at 125% of the conversion share price, that will be exercisable until December 31, 2026. In the event the Borrower satisfies the funding requirements contained in this agreement in a Funding Event that is not a share price-based transaction, the Note will convert at the Borrower’s average closing share price for the five (5) trading days preceding the Funding Event. The exercise price of the warrants granted to Lender shall likewise be equal to 125% of Borrower’s average closing share price for the five (5) trading days preceding the Funding Event.
If the Raise includes an effective registration statement, Lender will receive ‘piggyback’ rights in that registration. In the absence of such registration, the Note and the Securities/Units into which the Note will convert (and the Shares and Warrants contained therein, and any shares of the Company’s common stock received by exercise of the Warrants) will be “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act. An appropriate legend conspicuously noting transfer restrictions applicable to the Securities/Units will be placed on the face of certificates representing such Units.
| 6. | Conversion Procedures. |
|---|---|
| a. | Upon conversion of this note into Securities, Borrower’s debt obligation<br>under the Note shall cease, and Borrower shall deliver certificates representing the Securities to Lender upon delivery of written notice<br>to Borrower specifying the name or names of the parties to which a certificate representing the Units shall are to be issued. Within three<br>(3) business days of the delivery of written notice, Borrower shall order from its transfer agent shares to be delivered to Lender (or<br>its nominees or assignees) the certificates evidencing the Securities. The conversion shall occur on the record date of the conversion,<br>regardless of the date Borrower delivers the certificates to Lender. |
| --- | --- |
| b. | Issuance and delivery of certificates for the Units upon conversion shall<br>be made without charge to Lender for any issue or transfer tax, transfer agent fee, or other incidental tax or expense in respect of the<br>issuance of such certificates, all of which taxes and expenses shall be paid by Borrower. Borrower shall not be required to pay any tax<br>that may be payable for any transfer involved in the registration of any certificates in a name other than Borrower or an affiliate or<br>owner of Borrower. |
| --- | --- |
| c. | Borrower shall make every reasonable effort to reserve and keep Securities<br>available for the purpose of effecting the conversion of the Note and exercise of any warrants contained in the Securities. |
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| d. | Borrower is not required to issue fractions of Securities upon the conversion<br>of the Note. Borrower, at its option, may purchase any fractional share for an amount in cash equal to the value of such fractional share,<br>under the share price |
| --- | --- |
| 7. | Payments. Unless the Note is converted<br>under Sections 5 and 6 above, Borrower shall make one payment of all outstanding and unpaid principal and interest on the Maturity Date.<br>Any outstanding principal balance, together with accrued but unpaid interest and other charges, shall be due and payable upon the Maturity<br>Date. |
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| 8. | Place of Payment. All payments under this<br>Note shall be made directly to Lender at Lender’s address designated above, or at such other address as may be designated from time<br>to time by Lender in writing. |
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| 9. | Application of Payments. In the absence<br>of any default or Event of Default (and in the absence of any conversion of the Note), all payments made upon this Note shall be applied<br>first to any charges or costs, then to accrued interest, and then to the unpaid principal balance. So long as any default or Event of<br>Default exists, payments may be applied in any manner as Lender may elect in Lender’s sole discretion. |
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| 10. | Grace Period and Default Interest Rate. If the Loan is not repaid or<br>converted by the Maturity Date, then it shall bear interest at the annual rate of twelve percent (12%) (“Default Rate”),<br>and interest shall accrue from the original Maturity Date until payment is paid. Lender, at Lender’s discretion, may apply the Default<br>Rate following any other Event of Default until such default is cured. |
| --- | --- |
| 11. | Default. Time is of the essence of each and every provision of this<br>Note. Each of the following shall constitute an “Event of Default” under this Note: |
| --- | --- |
| a. | the failure of Borrower to pay in full any amount due on the Maturity Date<br>that is not converted under the terms of this Note, including default interest and other applicable late charges. |
| --- | --- |
| b. | the breach of any covenant, term, or condition of any (i) loan agreement<br>or other instrument or document governing the terms of the indebtedness evidenced by this Note; (ii) security agreement, pledge agreement,<br>mortgage, deed of trust or other instrument securing the indebtedness evidenced by this Note; (iii) guaranty, surety, or other instrument<br>granted in connection with the indebtedness evidenced by this Note. |
| --- | --- |
| c. | the sale by Borrower of any or all of the Collateral without payment to<br>Lender of all amounts due under this Note, or such lesser amount if approved in writing by Lender prior to the sale. |
| --- | --- |
| d. | the filing by Borrower of an assignment for the benefit of creditors, bankruptcy,<br>or for relief under any provisions of the Bankruptcy Code, or Borrower suffering an involuntary petition in bankruptcy or receivership<br>not vacated within sixty (60) days; or |
| --- | --- |
| e. | The dissolution or other termination of a Borrower. |
| --- | --- |
| f. | The failure of Borrower to secure funding of at least $3,000,000.00 by the<br>Maturity Date. |
| --- | --- |
| 12. | Collateral. This Note is secured by the following: |
| --- | --- |
| a. | All Intellectual Property of the Borrower, specifically including (i) the<br>issued U.S. Patents set forth in Exhibit A; (ii) any patent or patent application claiming priority thereto, including but not limited<br>to, non-provisional patents, reexaminations, reissues, continuations, continuations-in-part, divisions, renewals, and extensions, and<br>any foreign counterparts thereto; (iii) all goodwill of the business connected with the use of, and symbolized by, each Patent and (iv)<br>all income, royalties, proceeds and liabilities at any time due or payable or asserted under and with respect to any of the foregoing,<br>including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation,<br>dilution, violation or other impairment thereof (collectively, the “Patent Collateral”) of Grantor whether now owned<br>or existing or hereafter acquired or arising, whether now existing or hereafter arising, and wherever located (the “Collateral”).<br>BLG agrees to share the Collateral pari passu with investors in the Subsequent Shareholder Offering, described below. |
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| 13. | Subsequent Shareholder Offering |
| --- | --- |
| a. | Following the funding of this Note, BLG Lender acknowledges that Borrower<br>will commence a private placement offering (“Subsequent Shareholder Offering”) of an investment instrument or similar<br>investment under terms similar to those contained within this Note. Such offering shall be made available to Borrower’s existing<br>investors who are accredited investors and i) other investors related to and/or affiliated with existing investors, ii) investors referred<br>by the brokers/channels through which the existing investors were introduced to the Borrower, and iii) strategic investors/industry partners<br>with whom the Borrower has had discussions over the preceding five years, who are accredited investors at the time of the Subsequent Shareholder<br>Offering. Additionally, Borrower may elect to extend the Subsequent Shareholder Offering to creditors of the Borrower. The Subsequent<br>Shareholder Offering will convert into Securities of the Borrower on terms similar to this Note except that in the event of conversion<br>into units of the Borrower’s securities, the Lender shall receive an additional warrant in each unit. BLG agrees to share the Collateral<br>with the Subsequent Shareholder Offering investors on a pro rata basis. |
| --- | --- |
| b. | Proceeds from the Subsequent Shareholder Offering will be applied to the<br>Borrower’s $3,000,000 funding requirement in this agreement. |
| --- | --- |
| 14. | Right to Accelerate. Upon the occurrence of any Event of Default, Lender<br>may declare the entire unpaid principal balance and all unpaid interest immediately due and payable without prior notice or demand. |
| --- | --- |
| 15. | Waivers of Demand, Etc. Borrower waives presentment, demand, notice,<br>protest and all other demands and notices in connection with the delivery, acceptance, performance, or enforcement of this Note. Borrower<br>agrees that Lender’s acceptance of one or more partial payments after acceleration of the maturity of this Note will not constitute<br>a waiver of such acceleration, regardless of any contrary notice or statement of condition which may accompany any partial payment. |
| --- | --- |
| 16. | Attorneys’ Fees; Costs of Collection. The Lender of this Note<br>shall be entitled to recover from Borrower, reasonable attorneys’ fees and costs, as well as other costs and expenses, including<br>court costs, incurred by reason of default or incurred in the collection of amounts due under this Note, whether incurred with or without<br>legal action. |
| --- | --- |
| 17. | No Usury Payable. In no event shall the interest paid, or agreed to<br>be paid, to Lender under this Note, exceed the maximum amount permissible under applicable law. If the performance or fulfillment of any<br>provision of this Note or of any other agreement between Borrower and Lender exceeds the maximum interest rate prescribed by law, then<br>the obligation to be performed or fulfilled shall be reduced to comply with applicable law. If Lender should ever receive as interest<br>an amount which would exceed the highest lawful rate, the amount which would be excessive interest shall be applied to reduce the principal<br>balance owing under the Note and not to the payment of interest. |
| --- | --- |
| 18. | Joint and Several Liability. All obligations of Borrower under this<br>Note are joint and several where Borrower consists of more than one individual or entity. Further, a default by any individual Borrower<br>shall constitute an event of default by Borrower under this Note. |
| --- | --- |
| 19. | Severability of Provisions. If any provision of this Note is invalid<br>or unenforceable, then only that provision shall be ineffective, and the remainder of this Note, the application of the provision to other<br>persons, entities or circumstances, and any other instrument referred to in this Note shall not be affected. |
| --- | --- |
| 20. | Assignment. Lender shall have the right to assign or participate, in<br>whole or in part, this Note, and any other instrument or document evidencing, securing, or governing the terms of the indebtedness evidenced<br>by this Note, and all of the provisions shall continue to apply. |
| --- | --- |
| 21. | Notices. Any notice to be given under this Note shall be in writing<br>and shall either be served upon a party personally, or served by registered or certified mail, return receipt requested, directed to the<br>party to be served at its address set forth above. Notice shall complete when served, if served personally; or when deposited in the United<br>States mail, postage prepaid, if served by registered or certified mail. A party wishing to change its designated address shall do so<br>by notice in writing to the other party. |
| --- | --- |
| 22. | Amendment; Waiver. This Note may not be modified, amended, waived, extended,<br>changed, discharged, or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement<br>in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge, or termination<br>is sought. No release of any security or extension of time for payment of this Note or any installment hereof, and no alteration, amendment<br>or waiver of any provision of this Note or any security agreement, pledge agreement, mortgage, deed of trust or other instrument securing<br>the indebtedness evidenced by this Note made by agreement between Lender and any other person or party shall release, modify, amend, waive,<br>extend, change, discharge, terminate or affect the liability of Borrower, and any other party who may become liable for the payment of<br>all or any part of the amount due under this Note, any security agreement, pledge agreement, mortgage, deed of trust or other instrument<br>securing the indebtedness evidenced by this Note. Waiver by Lender of any default by Borrower shall not constitute a waiver by Lender<br>of a subsequent default. Failure by Lender to exercise any right, power, or privilege which Lender may have by reason of a default by<br>Borrower shall not preclude the exercise of such right, power, or privilege so long as such default remains uncured or if a subsequent<br>default occurs. |
| --- | --- |
| 23. | Governing Law and Construction. Regardless of the place of its execution,<br>this Note shall be construed and enforced in accordance with the laws of the State of Colorado. The captions to the sections and paragraphs<br>in this Note are for convenience only and shall not be considered in interpreting the provisions. |
| --- | --- |
DATED effective as of the 15th day of October, 2024.
BORROWER
BION ENVIRONMENTAL TECHNOLOGIES,INC.
a Colorado Corporation
/s/ S. Craig Scott
Printed Name: S. Craig Scott
Its: CEO
Exhibit 10.3
SECURITY AGREEMENT
THISSECURITY AGREEMENT (“Agreement”) is made as of October 15, by and between BION ENVIRONMENTAL TECHNOLOGIES,INC., a Colorado corporation with an address of PO Box 323, Old Bethpage, NY 11804 (“Grantor”), in favor of BIONBLG LLC, a Montana limited liability company with an address of PO Box 31955, Billings, MT 59107 (“Secured Party”).
For valuable consideration, IT IS AGREED:
1. Security Interest. For value received, to secure the payment of up to Five Hundred Thousand and no/100 Dollars ($500,000.00) and the performance of the obligations under this Agreement, the Promissory Note, and any other loan documents executed contemporaneously with this Agreement, Grantor grants Secured Party a security interest in the following:
General Intangibles consisting of Intellectual Property, specifically including (i) the issued U.S. Patents set forth in Exhibit A; (ii) any patent or patent application claiming priority thereto, including but not limited to, non-provisional patents, reexaminations, reissues, continuations, continuations-in-part, divisions, renewals, and extensions, and any foreign counterparts thereto; (iii) all goodwill of the business connected with the use of, and symbolized by, each Patent and (iv) all income, royalties, proceeds and liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “Patent Collateral”) of Grantor whether now owned or existing or hereafter acquired or arising, whether now existing or hereafter arising, and wherever located (the “Collateral”).
The obligations secured include any payment of attorneys’ fees and other expenses incurred by Secured Party to enforce or collect any obligation secured by this Agreement.
In addition to the security interest granted above, Collateral includes all the following, whether now owned or existing or hereafter acquired or arising, whether now existing or hereafter arising, and wherever located:
a. All products and proceeds of any of the property described in this Collateral section.
b. All accounts, contract rights, rents, monies, payments, and all other rights arising out of a sale, lease, or other disposition of the Collateral.
c. All records and data relating to the Collateral, together with all of Grantor’s right, title, and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic media.
2. Secured Party Covenants. Secured Party warrants and covenants to Grantor as follows:
a. If necessary, Secured Party agrees to share the priority of its Security Interest pari passu with investors from the Subsequent Shareholder Offering on a pro rata basis, as described in the Promissory Note, (13. Subsequent Shareholder Offering).
3. Grantor’s Covenants. Grantor warrants and covenants to Secured Party as follows:
a. Organization. Grantor is duly organized, validly existing, and in good standing under the laws of the State of Colorado and is authorized to do business in all states in which it conducts business. Grantor shall not change the state of its organization or location. Grantor shall maintain in good standing as a public entity with all applicable governing authorities while obligations to Secured Party are outstanding.
b. Name. Grantor warrants and confirms that its exact registered or legal name is as indicated within this Agreement. Grantor shall notify Secured Party in writing thirty (30) days prior to any name change.
c. Authorization. The execution, delivery, and performance of this Agreement by Grantor has been duly authorized by all necessary action by Grantor and does not conflict with, result in a violation of, or constitute a default under (i) any provision of its articles of organization, operating agreement, or any agreement or other instrument binding upon Grantor or (ii) any law, governmental regulation, court decree, or order applicable to Grantor.
d. Perfection of Security Interest. Grantor authorizes Secured Party and agrees to take whatever actions are reasonably requested by Secured Party to perfect and continue Secured Party’s security interest in the Collateral. Secured Party’s secured interest shall be valid and enforceable until all obligations of Grantor to Secured Party are satisfied and repaid.
e. No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is a party, and its certificate or articles of incorporation, bylaws, or other organizational documents do not prohibit any term or condition of this Agreement.
f. Transactions Involving Collateral. Except with the Secured Party’s written consent, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral.
g. Title. Grantor represents and warrants to Secured Party that it holds good and marketable title to the Collateral, free and clear of all liens, licenses or other encumbrances except for the lien of this Agreement and those rights granted to Morton Orenlicher and Mark M. Simon in the Agreement for Transfer of Title and Ownership between Grantor and such parties dated on or around June 12, 2017. Except as permitted by Secured Party, no person other than Grantor has control or possession of any part of the Collateral.
h. Maintenance and Inspection of Collateral. Grantor shall pay all fees and other costs to ensure the maintenance and continued enforceability of the Patent Collateral. Secured Party and its designated representatives and agents shall have the right at all reasonable times to examine, inspect, and audit the documents in Grantor’s possession relating to the Collateral wherever located.
i. Taxes, Assessments and Liens. Grantor will pay when due all taxes, assessments, and liens, if any, upon the Collateral, its use or operation, during the time this Agreement is outstanding.
j. Restrictions and Loan Conditions. Grantor will comply in all respects with each of the following requirements until the loan and all obligations under the Promissory Note and this Agreement have been fully paid and satisfied:
*i.*Grantor shall not sell, transfer, license, assign, or otherwise convey any interest in the Patent Collateral.
*ii.*Grantor shall raise $3,000,000.00 within six (6) months of the date of this Agreement, either through direct investment from current or new investors; investment by strategic partners; by license agreement or similar payment; or by a combination of fundraising methods. Secured Party agrees to reasonably facilitate requests for modification by Grantor that are consistent with this Agreement. Grantor’s failure to obtain such funding shall be a default under this Agreement and the Note.
4. Events of Default. Each of the following shall constitute an Event of Default under this Agreement.
a. Loan Defaults. Grantor defaults on any of the representations, warranties, covenants, obligations, or indemnity obligations under the Promissory Note, this Agreement, or related documents or agreements between Grantor and Secured Party.
b. Insolvency. The dissolution or termination of Grantor’s existence as a going business, a declaration of insolvency of Grantor, the appointment of a receiver for any part of Grantor’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor.
c. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help repossession or any other method, by any creditor of Grantor or by any governmental agency against the Collateral or any other collateral securing the Obligations.
5. Rights and Remedies on Default. At any time following an Event of Default, Secured Party shall have all the rights of a secured party under Colorado law and equity. In addition, and without limitation, Secured Party may exercise any one or more of the following rights and remedies:
a. Assemble Collateral. Secured Party may require Grantor to deliver to Secured Party the Collateral and any and all certificates of title and other documents relating to the Collateral. Secured Party may require Grantor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party. Secured Party also shall have full power to enter upon the property of Grantor to take possession of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees Secured Party may take such other goods, provided that Secured Party makes reasonable efforts to return them to Grantor after repossession.
b. Assignment of Patent Collateral to Secured Party. In accordance with this Section, Grantor shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist the Secured Party to prosecute, register, perfect, record or enforce its rights in the Patent Collateral.
c. Sell the Collateral. Secured Party shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in its own name or that of Grantor. Secured Party may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Grantor reasonable notice of the time after which any private sale or any other intended disposition of the Collateral is to be made. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days before the time of the sale or disposition.
d. Other Rights and Remedies. Secured Party shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Secured Party shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise.
e. Cumulative Rights and Remedies. All of Secured Party’s rights and remedies, whether evidenced by this Agreement or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Secured Party to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor’s failure to perform, shall not affect Secured Party’s right to declare a default and to exercise its remedies.
6. Miscellaneous Provisions. The following miscellaneous provisions are a part of this Agreement:
a. Amendments. This Agreement, together with the Promissory Note and other loan documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.
b. Applicable Law; Severability. This Agreement has been delivered to Secured Party and accepted by Secured Party in the State of Montana and shall be governed by and construed in accordance with the laws of the State of Montana. The invalidity of any provision will not and shall not affect the validity of any other provision. In the event that any provision is held to be invalid, the parties agree that the remaining provisions shall remain in full force and effect as if they had been executed by all parties subsequent to the removal of the invalid provision.
c. Assignment. Secured Party shall have the right to assign its rights under this Agreement. Following any assignment, all of the provisions in this Agreement shall continue to apply without impacting or affecting the rights and obligations of the parties in this Agreement.
d. Attorney Fees; Expenses. Grantor agrees to pay upon demand all of Secured Party’s costs and expenses, including attorney fees and Secured Party’s legal expenses, incurred in connection with the enforcement of this Agreement, including any legal proceeding brought to foreclose or otherwise realize upon the Collateral.
e. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.
f. Notices. All notices required to be given under this Agreement shall be given in writing and shall be effective when hand delivered or when deposited with a nationally recognized overnight courier or deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the address shown above. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. To the extent permitted by applicable law, if there is more than one Grantor, notice to any Grantor will constitute notice to all Grantors. For notice purposes, Grantor agrees to keep Secured Party informed at all times of Grantor’s current address(es).
g. Successor Interests. Subject to the limitations set forth above on transfer of the Collateral, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.
h. Waiver. Secured Party does not waive any rights under this Agreement unless such waiver is given in writing and signed by Secured Party. No delay or omission on the part of Secured Party in exercising any right shall operate as a waiver of such right or any other right. A waiver by Secured Party of a provision of this Agreement shall not prejudice or constitute a waiver of Secured Party’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Secured Party, nor any course of dealing between Secured Party and Grantor, shall constitute a waiver of any of Secured Party’s rights or of any of Grantor’s obligations as to any future transactions. Whenever the consent of Secured Party is required under this Agreement, the granting of such consent by Secured Party in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Secured Party.
i. Electronic Signatures and Counterparts. A copy of this Agreement transmitted by authenticated electronic signature or by email containing the signature of any party shall be accepted as the original and shall be binding upon the signing party to the same extent as would a copy of this Agreement containing the party’s original signature. Upon request of a party, a party signing and delivering this Agreement by e-mail shall deliver to the requesting party a copy of this Agreement containing the signing party’s original signature. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same document.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT, AND GRANTOR AGREES TO ITS TERMS.
| GRANTOR | SECURED PARTY |
|---|---|
| BION ENVIRONMENTAL<br><br><br><br>TECHNOLOGIES, INC. | BION BLG LLC |
| a Colorado corporation | a Montana limited liability company |
| By: S. Craig Scott<br><br> <br>Its: CEO | By: Gregory Schoener <br>Its: Member |
Exhibit A – Patent Collateral
| Patent | Filing Date | Registration Number<br><br> <br>**** | Country |
|---|---|---|---|
| Method<br> for Treating Nitrogen in Waste Streams | October<br> 16, 2012 | US 8,287,734<br> B2 | USA |
| Process<br> to Recover Ammonium Bicarbonate from Wastewater | January<br> 2, 2024 | US 11,858,823<br> B2 | USA |
| Process<br> to Recover Ammonium Bicarbonate from Wastewater | February<br> 22, 2022 | US 11,254,581<br> B2 | USA |
| Process<br> to Recover Ammonium Bicarbonate from Wastewater | October<br> 6, 2020 | US 10,793,458<br> B2 | USA |
| Process<br> to Recover Ammonium Bicarbonate from Wastewater | March<br> 31, 2020 | US 10,604,432<br> B2 | USA |
| Process<br> to Recover Ammonium Bicarbonate from Wastewater | October<br> 23, 2018 | US 10,106,447<br> B2 | USA |
| Process<br> to Recover Ammonium Bicarbonate from Wastewater | August<br> 5, 2024 | U.S. Appl.<br> No. 18/794,847 | USA |
| Methods<br> For Recovering Ammonium Compounds From A Waste Stream | July 8,<br> 2024 | U.S. Prov.<br> Appl. No. 63/668,589 | USA |