X0305 4 2012-03-30 0 0000875729 BION ENVIRONMENTAL TECHNOLOGIES INC BNET 0001168243 SMITH MARK A BOX 566 CRESTONE CO 81131 1 1 1 0 President Warrants to Purchase Common Stock 3.1 2012-03-30 4 P 0 60000 0 A 2012-03-31 2014-12-31 Common Stock 30000 60000 D Deferred Compensation Obligation 2012-03-30 4 J 0 0 0 A 2012-03-31 2016-12-31 Units 0 D Warrants were issued pursuant to the terms of an investment made during May 2011 which provided that investors in the earlier offering would have the option to receive warrants in the Issuer's next unit offering for no consideration. As of March 30, 2012, Mark Smith was entitled to $195,868 of deferred compensation. Mr. Smith and the Company have agreed that this amount will bear interest at 8%, will be due on January 15, 2014, and together with accrued interest, will be convertible at Mr. Smith's election into units with each unit consisting of 1 share of common stock and 1 warrant exercisable at $2.50 per share until December 31, 2016. The conversion price will be the lower of $2.50 per unit and the lowest price at which the Company issues its common stock during the period commencing on April 1, 2012 and ending on January 15, 2014. The exercise price of any warrants issued and the conversion price of any convertible securities issued during this period will count as the issuance of common stock. /s/ Mark A. Smith 2012-04-04