Exhibit 10.2
May 21, 1999
Xxxx X. Xxxxx
000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Dear Xxxx:
In consideration of your joining as Chairman of Bion Environmental
Technologies, Inc. ("BION"), I hereby relinquish all rights granted under the
Stock Voting Agreement of December 15, 1998 between Dublin Holding, Ltd.
("DHL"), LoTayLingKyur, Inc. ("LTLK"), BION and myself. This agreement is hereby
terminated effective May 21, 1999.
Sincerely,
/s/ Xxx Xxxxxxxx
Xxx Xxxxxxxx
Chief Executive Officer
STOCK VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement"), effective this 21st day of May, 1999,
is by and between Dublin Holding, Ltd. (the "Shareholder") and Xxxx X. Xxxxx
("MAS").
WHEREAS, Shareholder owns shares of the issued and outstanding common stock of
Bion Environmental Technologies, Inc. ("BION") and warrants to purchase shares
of common stock of BION (collectively the "Securities").
NOW THEREFORE, in consideration of the mutual agreements of the parties hereto
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
1. Shareholder hereby constitutes and appoints MAS with full power of
substitution, for the period commencing on the date hereof and ending on
January 1, 2002, to vote the Securities as the proxy of Shareholder, at any
and all meetings, regular or special, of the shareholders of BION, or at
any adjournments thereof, which may be held during such period, hereby
granting to said MAS (the "Proxy"), as Shareholder's attorney and Proxy,
all powers Shareholder would possess if personally present at any such
meetings. The Proxy granted hereby is expressly acknowledged to be coupled
with an interest and shall be irrevocable to the full extent permitted by
law until January 1, 2002, except to the extent specifically provided in
Paragraph 3 below. The Proxy granted hereby revokes any other proxy
relative to the Securities heretofore granted by Shareholder.
2. During the entire term of this Agreement, the Proxy shall have full and
absolute discretion as to the manner in which Securities are to be voted as
to any matter whatsoever, all without any liability or obligation of any
kind to Shareholder.
3. Nothing contained herein shall be construed in such a manner so as to
prohibit or preclude the sale or exchange of all or any part of the
Securities by Shareholder in accordance with the provisions of this
Paragraph 3. In the event that all or any portion of the Securities are
sold, assigned or exchanged by Shareholder (and/or its assigns) to
non-affiliated persons or entities prior to January 1, 2002, then the
transferred portion of the Securities shall no longer be subject in any
manner whatsoever to the voting restrictions set forth above, and shall be
entirely released from same, unless otherwise agreed to in writing.
4. A counterpart of this Agreement shall forthwith be deposited with BION at
its principal place of business.
5. This Agreement shall be construed in accordance with the laws of the State
of Colorado and shall be binding upon the successors and assigns of each
party hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date set forth above.
Dublin Holding, Ltd.
By: ________________________
Authorized Officer
By: _____________________
Xxxx X. Xxxxx
