Bullion Monarch Mining, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com





Exhibit 10.1

VOTING AGREEMENT

            This
Voting Agreement (this "Agreement"), dated as of February 7, 2012 between
the undersigned shareholder ("Shareholder") of Bullion Monarch Mining,
Inc., a corporation incorporated under the laws of the State of Utah (the
"Company"), and Eurasian Minerals Inc., a corporation incorporated
under the laws of the Province of British Columbia ("Parent").

            WHEREAS,
on or about the date of the execution of this Agreement, the Company, Parent and
EMX (Utah) Corp., a Utah corporation and wholly owned subsidiary of Parent
("Merger Sub"), have entered, or will enter, into a Merger Agreement (as
the same may be amended from time to time, the "Merger Agreement"),
providing for, among other things, the merger (the "Merger") of Merger
Sub and the Company pursuant to the terms and conditions of the Merger
Agreement;

            WHEREAS,
as a condition to its willingness to enter into the Merger Agreement, Parent has
required that Shareholder execute and deliver this Agreement; and

            WHEREAS,
in order to induce Parent to enter into the Merger Agreement, Shareholder is
willing to make certain representations, warranties, covenants and agreements
with respect to the shares of common stock, par value $0.001 per share, of the
Company ("Company Common Stock") beneficially owned by Shareholder and
set forth below Shareholder's signature on the signature page hereto (the
"Original Shares" and, together with any additional shares of Company
Common Stock pursuant to Section 6 hereof, the "Shares").

            NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

	1. 	Definitions. 


            For
purposes of this Agreement, capitalized terms used and not defined herein shall
have the respective meanings ascribed to them in the Merger Agreement.

	2. 	Representations of Shareholder.
  


            Shareholder
represents and warrants to Parent that:

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		(a) 	
      (i) Shareholder owns beneficially (as such term is
      defined in Rule 13d-3 under the Exchange Act) all of the Original Shares
      free and clear of all liens, charges, pledges, security interests,
      encumbrances, claims or demands, and (ii) except pursuant hereto, there
      are no options, warrants or other rights, agreements, arrangements or
      commitments of any character to which Shareholder is a party relating to
      the pledge, disposition or voting of any of the Original Shares and there
      are no voting trusts or voting agreements with respect to the Original
      Shares.

	 	 	 
		(b) 	
      Shareholder does not beneficially own any shares of
      Company Common Stock other than (i) the Original Shares and (ii) any
      options, warrants or other rights to acquire any additional shares of
      Company Common Stock or any security exercisable for or convertible into
      shares of Company Common Stock, set forth on the signature page of this
      Agreement (collectively, "Options").

	 	 	 
		(c) 	
      Shareholder has full power, authority and legal capacity
      to enter into, execute and deliver this Agreement and to perform fully
      Shareholder's obligations hereunder (including the proxy described in
      Section 3(b) below)). This Agreement has been duly and validly
      executed and delivered by Shareholder and constitutes the legal, valid and
      binding obligation of Shareholder, enforceable against Shareholder in
      accordance with its terms.

	 	 	 
		(d) 	
      None of the execution and delivery of this Agreement by
      Shareholder, the consummation by Shareholder of the transactions
      contemplated hereby or compliance by Shareholder with any of the
      provisions hereof will conflict with or result in a breach, or constitute
      a default (with or without notice of lapse of time or both) under any
      provision of, any trust agreement, loan or credit agreement, note, bond,
      mortgage, indenture, lease or other agreement, instrument or Law
      applicable to Shareholder or to Shareholder's property or
assets.

	 	 	 
		(e) 	
      No consent, approval or authorization of, or designation,
      declaration or filing with, any Governmental Entity or other Person on the
      part of Shareholder is required in connection with the valid execution and
      delivery of this Agreement. No consent of Shareholder's spouse is
      necessary under any "community property" or other laws in order for
      Shareholder to enter into and perform its obligations under this
      Agreement.

	 	 	 
	3. 	
      Agreement to Vote Shares; Irrevocable
  Proxy.

	 	 	 
		(a) 	
      Shareholder agrees during the term of this Agreement to
      vote the Shares, and to cause any holder of record of Shares to vote or
      execute a written consent or consents if Shareholders of the Company are
      requested to vote their shares through the execution of an action by
      written consent in lieu of any such annual or special meeting of
      Shareholders of the Company: (i) in favor of the Merger and the Merger
      Agreement, at every meeting (or in connection with any action
  by written consent) of the shareholders of the Company at
      which such matters are considered and at every adjournment or postponement
      thereof; (ii) against (1) any Competing Transaction, (2) any action,
      proposal, transaction or agreement which could reasonably be expected to
      result in a breach of any covenant, representation or warranty or any
      other obligation or agreement of the Company under the Merger Agreement or
      of Shareholder under this Agreement and (3) any action, proposal,
      transaction or agreement that could reasonably be expected to impede,
      interfere with, delay, discourage, adversely affect or inhibit the timely
      consummation of the Merger or the fulfillment of Parent's, the Company's
      or Merger Sub's conditions under the Merger Agreement or change in any
      manner the voting rights of any class of shares of the Company (including
      any amendments to the Articles of Incorporation of the Company or the
  bylaws of the Company).



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		(b) 	
      Shareholder hereby appoints Parent and any designee of
      Parent, and each of them individually, its proxies and attorneys-in-fact,
      with full power of substitution and resubstitution, to vote or act by
      written consent during the term of this Agreement with respect to the
      Shares in accordance with Section 3(a). This proxy and power of
      attorney is given to secure the performance of the duties of Shareholder
      under this Agreement. Shareholder shall take such further action or
      execute such other instruments as may be necessary to effectuate the
      intent of this proxy. This proxy and power of attorney granted by
      Shareholder shall be irrevocable during the term of this Agreement, shall
      be deemed to be coupled with an interest sufficient in law to support an
      irrevocable proxy and shall revoke any and all prior proxies granted by
      Shareholder with respect to the Shares. The power of attorney granted by
      Shareholder herein is a durable power of attorney and shall survive the
      dissolution, bankruptcy, death or incapacity of Shareholder. The proxy and
      power of attorney granted hereunder shall terminate upon the termination
      of this Agreement.

	 	 	 
	4. 	
      No Voting Trusts or Other
  Arrangement.



            Shareholder
agrees that Shareholder will not, and will not permit any entity under
Shareholder's control to, deposit any of the Shares in a voting trust, grant any
proxies with respect to the Shares or subject any of the Shares to any
arrangement with respect to the voting of the Shares other than agreements
entered into with Parent. 

	5. 	
      Transfer and Encumbrance.



            Shareholder
agrees that during the term of this Agreement, Shareholder will not, directly or
indirectly, transfer, sell, offer, exchange, assign, pledge or otherwise dispose
of or encumber ("Transfer") any of the Shares or enter into any contract,
option or other agreement with respect to, or consent to, a Transfer of, any of
the Shares or Shareholder's voting or economic interest therein. Any attempted Transfer of Shares or any interest
therein in violation of this Section 5 shall be null and void. This Section 5 shall not prohibit a Transfer of the Shares by Shareholder to
any member of Shareholder's immediate family, or to a trust for the benefit of
Shareholder or any member of Shareholder's immediate family, or upon the death
of Shareholder; provided, that a Transfer referred to in this sentence shall be
permitted only if, as a precondition to such Transfer, the transferee agrees in
a writing, reasonably satisfactory in form and substance to Parent, to be bound
by all of the terms of this Agreement.

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	6. 	
      Additional Shares.



            Shareholder
agrees that all shares of Company Common Stock that Shareholder purchases,
acquires the right to vote or otherwise acquires beneficial ownership (as
defined in Rule 13d-3 under the Exchange Act, but excluding shares of Company
Common Stock underlying unexercised Options) of after the execution of this
Agreement shall be subject to the terms of this Agreement and shall constitute
Shares for all purposes of this Agreement. 

	7. 	
      Waiver of Appraisal and Dissenters'
  Rights.



            Shareholder
hereby waives, and agrees not to assert or perfect, any rights of appraisal or
rights to dissent from the Merger that Shareholder may have by virtue of
ownership of the Shares.

	8. 	
      Termination.



            This
Agreement shall terminate upon the earliest to occur of (i) the Effective Time
and (ii) the date on which the Merger Agreement is terminated in accordance with
its terms. In addition, upon written notice to the Parent, the Shareholder may
terminate this Agreement if the board of directors of the Company receives a
Superior Offer and withdraws its recommendation to shareholders regarding the
Merger in accordance with Section 5.7 of the Merger Agreement. 

	9. 	
      No Agreement as Director or
  Officer.



            Shareholder
makes no agreement or understanding in this Agreement in Shareholder's capacity
as a director or officer of the Company or any of its subsidiaries (if
Shareholder holds such office), and nothing in this Agreement: (a) will limit or
affect any actions or omissions taken by Shareholder in stockholder's capacity
as such a director or officer, including in exercising rights under the Merger
Agreement, and no such actions or omissions shall be deemed a breach of this
Agreement or (b) will be construed to prohibit, limit or restrict Shareholder
from exercising Shareholder's fiduciary duties as an officer or director to the
Company or its stockholders. 

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	10. 	
      Specific Performance.



            Each
party hereto acknowledges that it will be impossible to measure in money the
damage to the other party if a party hereto fails to comply with any of the
obligations imposed by this Agreement, that every such obligation is material
and that, in the event of any such failure, the other party will not have an
adequate remedy at law or damages. Accordingly, each party hereto agrees that
injunctive relief or other equitable remedy, in addition to remedies at law or
damages, is the appropriate remedy for any such failure and will not oppose the
seeking of such relief on the basis that the other party has an adequate remedy
at law. Each party hereto agrees that it will not seek, and agrees to waive any
requirement for, the securing or posting of a bond in connection with the other
party's seeking or obtaining such equitable relief. 

	11. 	
      Entire Agreement.



            This
Agreement supersedes all prior agreements, written or oral, between the parties
hereto with respect to the subject matter hereof and contains the entire
agreement between the parties with respect to the subject matter hereof. This
Agreement may not be amended or supplemented, and no provisions hereof may be
modified or waived, except by an instrument in writing signed by both of the
parties hereto. No waiver of any provisions hereof by either party shall be
deemed a waiver of any other provisions hereof by such party, nor shall any such
waiver be deemed a continuing waiver of any provision hereof by such party. 

	12. 	
      Notices.



            All
notices, requests, claims, demands, and other communications hereunder shall be
in writing and shall be deemed to have been given (a) when delivered by hand
(with written confirmation of receipt), (b) when received by the addressee if
sent by a nationally recognized overnight courier (receipt requested), (c) on
the date sent by facsimile or e-mail of a PDF document (with confirmation of
transmission) if sent during normal business hours of the recipient, and on the
next Business Day if sent after normal business hours of the recipient, or (d)
on the third day after the date mailed, by certified or registered mail, return
receipt requested, postage prepaid. Such communications must be sent to the
respective parties at the following addresses (or at such other address for a
party as shall be specified in a notice given in accordance with this Section
12):

If to Parent:

Eurasian Minerals Inc.
6624 Willow
Broom Trail
Littleton, Colorado 80125 
Facsimile: 303-973-0715
Email:
dave@emxmail.com

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Attention: David M. Cole, President
& CEO

Copy to:

Blake, Cassels & Graydon
LLP
2600 - 595 Burrard Street 
Vancouver, British Columbia V7X
1L3
Facsimile: 604-631-3309
Email: andrew.mcleod@blakes.com
Attention:
Andrew McLeod

If to Shareholder, to the address or
facsimile number set forth for Shareholder on the 
signature page hereof.

Copy to:

[STOCKHOLDER'S COUNSEL'S
NAME]
[ADDRESS]
Fax: [NUMBER]
Attention: 

	13. 	
      Miscellaneous.

	 	 	 
		(a) 	
      This Agreement shall be governed by and construed in
      accordance with the internal laws of the State of Utah without giving
      effect to any choice or conflict of law provision or rule (whether of the
      State of Utah or any other jurisdiction) that would cause the application
      of Laws of any jurisdiction other than those of the State of
  Utah.

	 	 	 
		(b) 	
      Each of the parties hereto irrevocably agrees that any
      legal action or proceeding with respect to this Agreement and the rights
      and obligations arising hereunder, or for recognition and enforcement of
      any judgment in respect of this Agreement and the rights and obligations
      arising hereunder brought by the other party hereto or its successors or
      assigns shall be brought and determined exclusively in the state courts
      located in Salt Lake County, Utah, or in the event (but only in the event)
      that such court does not have subject matter jurisdiction over such action
      or proceeding, in the federal courts located in Salt Lake County, Utah.
      Each of the parties hereto agrees that mailing of process or other papers
      in connection with any such action or proceeding in the manner provided in
      Section 12 or in such other manner as may be permitted by
      applicable Laws, will be valid and sufficient service thereof. Each of the
      parties hereto hereby irrevocably submits with regard to any such action
      or proceeding for itself and in respect of its property, generally and
      unconditionally, to the personal jurisdiction of the aforesaid courts and
      agrees that it will not bring any action relating to this Agreement or any
      of the transactions contemplated by this Agreement in any court
      or tribunal other than the aforesaid courts. Each of the parties hereto
      hereby irrevocably waives, and agrees not to assert, by way of motion, as
      a defense, counterclaim or otherwise, in any action or proceeding with
      respect to this Agreement and the rights and obligations arising
      hereunder, or for recognition and enforcement of any judgment in respect
      of this Agreement and the rights and obligations arising hereunder (i) any
      claim that it is not personally subject to the jurisdiction of the above
      named courts for any reason other than the failure to serve process in
      accordance with this Section 13(b), (ii) any claim that it or its
      property is exempt or immune from jurisdiction of any such court or from
      any legal process commenced in such courts (whether through service of
      notice, attachment prior to judgment, attachment in aid of execution of
      judgment, execution of judgment or otherwise), and (iii) to the fullest
      extent permitted by the applicable Law, any claim that (x) the suit,
      action or proceeding in such court is brought in an inconvenient forum,
      (y) the venue of such suit, action or proceeding is improper, or (z) this
      Agreement, or the subject matter hereof, may not be enforced in or by such
  courts.



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	 	(c) 	
      EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY
      WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
      DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND
      UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
      OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
      TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT
      CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY
      HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT
      SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B)
      SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY
      MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO
      ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
      CERTIFICATIONS IN THIS SECTION 13(c).

	 	 	 
	 	(d) 	
      If any term or provision of this Agreement is invalid,
      illegal or unenforceable in any jurisdiction, such invalidity, illegality
      or unenforceability shall not affect any other term or provision of this
      Agreement or invalidate or render unenforceable such term or provision in
      any other jurisdiction. Upon such determination that any term or other
      provision is invalid, illegal or unenforceable, the parties hereto shall
      negotiate in good faith to modify this Agreement so as to effect the
      original intent of the parties as closely as possible in a mutually
      acceptable manner in order that the transactions contemplated hereby be consummated as
      originally contemplated to the greatest extent possible.



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	 	(e) 	
      This Agreement may be executed in one or more
      counterparts, each of which shall be deemed to be an original but all of
      which together shall constitute one and the same instrument.

	 	 	 
	 	(f) 	
      Each party hereto shall execute and deliver such
      additional documents as may be necessary or desirable to effect the
      transactions contemplated by this Agreement.

	 	 	 
	 	(g) 	
      All Section headings herein are for convenience of
      reference only and are not part of this Agreement, and no construction or
      reference shall be derived therefrom.

	 	 	 
	 	(h) 	
      The obligations of Shareholder set forth in this
      Agreement shall not be effective or binding upon Shareholder until after
      such time as the Merger Agreement is executed and delivered by the
      Company, Parent and Merger Sub, and the parties agree that there is not
      and has not been any other agreement, arrangement or understanding between
      the parties hereto with respect to the matters set forth herein.

	 	 	 
	 	(i) 	
      Neither party to this Agreement may assign any of its
      rights or obligations under this Agreement without the prior written
      consent of the other party hereto, except that Parent may assign, in its
      sole discretion, all or any of its rights, interests and obligations
      hereunder to any of its Affiliates. Any assignment contrary to the
      provisions of this Section 13(i) shall be null and
  void.



[SIGNATURE PAGE FOLLOWS]

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            IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the date first written above. 

EURASIAN MINERALS INC.

 

By_____________________

Name:
Title:

[SHAREHOLDER]

By_____________________

Name:
Number of Shares of Company

Common Stock Beneficially 
Owned as of the Date of this

Agreement:
[Number of Options Beneficially 
Owned as of the Date of
this 
Agreement:]
Street Address:
City/State/Zip Code: 
Fax: 

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