EXHIBIT 10.9
STOCK VOTING AGREEMENT
THIS STOCK VOTING AGREEMENT (the "Agreement"), effective the first day of
August 2001, between and among Bion Environmental Technologies, Inc. ("BION"),
Dublin Holding, Ltd. ("DHL"), LoTayLingKyur, Inc. ("LTLK"), Xxxx X. Xxxxx
("MAS"), Xxxxx Xxxxx ("KS"), LoTayLingKyur Foundation ("F"), Xxxxx Xxxxx
Rollover XXX ("KSIRA"), Xxxx X. Xxxxx Rollover XXX ("MASIRA"),(collectively
"DHL, LTLK, F, KS, MS, KSIRA and MASIRA are the "Shareholder"), and D2CO, LLC
("D2").
WHEREAS Shareholder owns shares of the issued and outstanding common
stock of BION and promissory notes convertible into 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 D2 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 BION, or at any
adjournments thereof, which may be held during such period, hereby granting to
said D2 (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
except as to vote on the sale of all or substantially all of BION's assets or
a merger of BION.
2. During the entire term of the 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, except as set forth elsewhere herein, 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,
transferred, gifted, donated 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 terms of this Agreement set forth above, and shall be
entirely released from same, unless otherwise agreed to in writing, provided,
however, no private "non-market" transfer of any portion of the Securities
shall take place which reduces the Securities for which D2 is Proxy to less
than 2/3 of the initial Securities for which D2 is Proxy, unless the
transferee of such transferred portion of the Securities is willing to appoint
D2 as Proxy for the transferred portion of the Securities on the terms set
fort herein.
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. D2CO, LLC
By: /s/ Xxxx X. Xxxxx By:
-------------------------- ---------------------------
Authorized Officer Authorized Officer
LoTayLingKyur, Inc. Bion Environmental Technologies, Inc.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx X. Xxxxx
-------------------------- ---------------------------
Authorized Officer Authorized Officer
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
By: /s/ Xxxx X. Xxxxx,
Attorney in Fact
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Xxxxx Xxxxx
LoTayLingKyur Foundation
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx Rollover XXX
By: /s/ Xxxx X. Xxxxx,
Attorney in Fact
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Xxxxx Xxxxx Rollover XXX
