EXHIBIT 10.32
MUTUAL RELEASE and AGREEMENT ("MRA")
It is agreed this __ day of November, 2006 by and between Bion Environmental
Technologies, Inc. ("Bion" or "Company") and Ardour Capital Investments, LLC
("Ardour") as follows:
1 - As to the agreement dated September 30, 2005 by and between Bion and
Ardour, a copy of which is attached hereto as Exhibit A ("Agreement"), Bion
and Ardour hereby agree that the Agreement terminated in its entirety and
Bion and Ardour are mutually released from any obligations hereunder except
that:
a) To the extent that Bion receives financing in any form from
persons and/or entities to whom Bion has been introduced by
Ardour ("Ardour Investors") (with whom Bion did not have any
prior relationship) during the next 18 months, Ardour shall be
entitled to fees related thereto up to a maximum of 6.0 % on Bion
equity securities (or securities convertible or exercisable into
Bion's common stock) and 4.0 % on debt; provided, however, that to
earn any fees pursuant hereto, Ardour shall provide Bion
simultaneous with execution of this MRA with a list of Ardour
Investors to whom Ardour has previously presented Bion as an
investment and Bion shall accept or reject each Ardour Investor
within 10 days thereafter; and, further provided, however, in the
event that another broker claims responsibility (in whole or in part)
for such a transaction, Bion may appoint an impartial arbiter to
determine the allocation of the permissible commission payments
between Ardour and such other broker; and
b) Ardour shall receive an additional 10,000 shares of Bion's
restricted common stock as compensation for partial performance under
paragraphs 2 & 4 of the Agreement
2 - Bion has negotiated on behalf of Ardour the right to participate in
certain of Bion's private equity placements as a "co-placement agent" with XX
Xxxxxxxxxx & Co., Inc. ("RWP") pursuant to Bion's agreement with RWP, subject
to final agreement between RWP and Ardour with regard thereto.
3 - Ardour shall make a proposal to Bion regarding provision of future
investment banking services to Bion, on a non-exclusive basis, with regard to
financial and merger/acquisition matters, which proposal shall provide that,
in connection with such advisory services, Bion shall pay Ardour a negotiated
fee consistent with the market rate for services similar to those which
Ardour provided in such transaction.
4 - Any notice or communication permitted or required hereunder shall be in
writing and shall be deemed given upon receipt and shall be (i) hand-
delivered; (ii) sent postage prepaid by registered mail, return receipt
requested, or (iii) sent by confirmed facsimile, to the respective parties as
set forth below, or to such other address as either party may notify the
other in writing:
If the Company, to: Bion Environmental Technologies, Inc.
000 Xxxxxxxxx Xxx., 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx X. Xxxxx, President
email: xxx0@xxxxxx.xxx
Phone: (000) 000-0000 (cell)
(000) 000-0000 (office)
If to the Advisor, to: ARDOUR CAPITAL INVESTMENTS
The Empire State Building
000 0xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxx X Xxxxx, Chief Executive Officer
Phone: (000) 000.0000
5 - This MRA shall be binding upon and inure to the benefit of each of the
parties hereto and their respective successors, legal representatives and
assigns. No provision of this letter agreement may be amended, modified or
waived, except in writing signed by all of the parties hereto.
Bion Environmental Technologies, Inc.
By: /s/ Xxxx X. Xxxxx
Xxxx X Xxxxx, President
Ardour Capital Investments, LLC
By: /s/ Xxxxx Xxxxx
Xxxxx Xxxxx, Chief Executive Officer
