Exhibit 9.1
STOCK VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement"), effective this 1st day of July,
1997, is by, between and among Bion Environmental Technologies, Inc. ("BIET"),
Dublin Holding, Ltd ("DHL"), LoTayLingKyur, Inc. ("LTLK"), Xxxx X. Xxxxx
("MAS") (collectively DHL, LTLK, and MAS are the "Shareholder"), and Xxx
Xxxxxxxx ("JN").
WHEREAS, Shareholder owns shares of the issued and outstanding common
stock of BIET and warrants to purchase shares of common stock of BIET
(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 JN with full power of
substitution, for the period commencing on the date hereof and ending on
December 31, 2005, to vote the Securities as the proxy of Shareholder, at any
and all meetings, regular or special, of the shareholders of BIET, or at any
adjournments thereof, which may be held during such period, hereby granting to
said JN (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 December
31, 2005, except to the extent specifically provided in Paragraph 3 below, and
subject to the following limitation: if BIET is not profitable by June 30,
1999, this agreement shall terminate on January 1, 2000, unless the parties
hereto agree otherwise in writing. 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 December 31, 2005, then 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
BIET 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.
Bion Environmental Technologies, Inc.
By: /s/ M. Xxxxx Xxxxxxxx
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Authorized Officer
Dublin Holding, Ltd
By: /s/ Xxxx X. Xxxxx,authorized agt, asst secy
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Authorized Officer
LoTayLingKyur, Inc.
By: /s/ Xxxx X. Xxxxx, President
--------------------------------
Authorized Officer
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
/s/ Xxx Xxxxxxxx
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Xxx Xxxxxxxx
