Exhibit 10.7
UNIT PURCHASE (BUY-SELL) AGREEMENT
THIS AGREEMENT made on the 10th day of April 2006, between VOYAGER
ENTERTAINMENT INTERNATIONAL, INC., a Nevada corporation ("Voyager") and WESTERN
ARCHITRECTURAL SERVICES, LLC, a Utah limited liability company ("Western"),
sometimes individually referred to as a "Party," or collectively as the
"Parties."
R E C I T A L S
A. Voyager is a public corporation in the business of developing and marketing
thematic attractions, including observation wheels, restaurants, retail
facilities and related entertainment.
B. Western is a thematic/architectural manufacturer.
C. Voyager and Western desire to combine resources to increase the sales of
Western.
SECTION ONE
TERMS OF SALE
1.01. Sale of Units. In reliance upon the representations and warranties set
forth herein and subject to the terms and conditions set forth in this
Agreement, on the Final Closing Date, as hereinafter defined, Western shall
sell and transfer to Voyager unit certificates representing all of the
units of Western (the "Units").
1.02. Purchase Price. The purchase price for the Units shall be the sum of FIVE
MILLION (5,000,000) common shares of Voyager stock (the "Purchase Price")
to be paid as follows:
1.02.1. THREE MILLION (3,000,000) shares (the "Deposit Shares") being issued
within ten (10) days of the Initial Closing Date, as hereinafter defined,
as a deposit.
1.02.2. TWO MILLION (2,000,000) shares (the "Closing Shares") to be issued at
the Final Closing Date, as hereinafter defined.
1.02.3. Both the Deposit Shares and the Final Shares issued by Voyager to
Western under this Agreement shall have a one-year restriction place on
them from the Initial Closing Date, as hereinafter defined.
SECTION TWO
CLOSING
2.01. Initial Closing. The initial closing of the transaction contemplated by
this Agreement (the "Initial Closing") shall be held on April 8, 2006.
Final Closing. The final closing of the transaction contemplated by this
Agreement shall take place on July 8, 2006 (the "Final Closing") or at such
earlier date as the parties may agree upon.
2.02. and is subject to the following terms and conditions:
2.02.1. Voyager's completion of its evaluation and identification of Western's
assets, contracts, receivables and liabilities (the "Voyager Due
Diligence").
2.02.2. Western's completion of its evaluation and identification of Voyager's
assets, contracts, receivables and liabilities (the "Western Due
Diligence").
2.02.3. In the event that Voyager is satisfied with the Voyager Due Diligence,
Voyager will cause the Closing Shares to be transferred to Western. In the
event that Voyager is not satisfied with the Voyager Due Diligence, upon
written notice to Western, Western will cause that the Deposit Shares are
endorsed and returned to Voyager and any and all losses or profits that may
have occurred during this period shall be solely the owner of the entity to
which the losses or profits were derived.
2.02.4. In the event that Western is satisfied with the Western Due Diligence,
Western will inform Voyager of the same in writing and Voyager will cause
the Closing Shares to be transferred to Western. In the event that Western
is not satisfied with the Western Due Diligence, upon written notice to
Voyager, Western will cause that the Deposit Shares are endorsed and
returned to Voyager and any and all losses or profits that may have
occurred during this period shall be solely the owner of the entity to
which the losses or profits were derived.
2.02.5. At the Final Closing the following shall occur, each action being
considered a condition precedent to the others and all being considered as
taking place simultaneously and each party covenanting (subject only to the
terms and conditions of this Agreement) to perform or cause to be performed
each such action to be performed on their or its part:
2.02.5.1. Western will deliver to Voyager a unit certificate representing the
Units, duly issued on the books of Company in the name of Western as the.
2.02.5.2. Each party will execute and deliver such other documents and take or
cause to be taken such other actions as are expressly required under this
Agreement or as any other party or its legal counsel may reasonably require
in order to document and consummate the transaction which is the subject
matter of this Agreement.
SECTION THREE
REPRESENTATIONS AND WARRANTIES OF WESTERN
Western represents and warrants as follows:
3.01. Capital Structure of Company. The authorized capital units of Company
consists of 100 units (the "Authorized Units"). That all of the Authorized
Units are owned by and under the control of Western. All of the Authorized
are validly issued, fully paid and non-assessable. There are no outstanding
subscriptions, options, calls, rights, warrants, convertible securities or
other agreements or commitments obligating Company, to issue, sell or
otherwise dispose of or to purchase, redeem or otherwise acquire any of the
Authorized Units.
3.02. Ownerhip of Authorized Units. At closing, Western shall transfer the Units
to Voyagers free and clear of all liens, encumbrances, claims or rights of
others or defects in title. No action is pending and Western have no
knowledge of any threatened action which would contest Western' ownership
of the Units, or their right to transfer the Units. The Units are not
subject to any contract of sale, option or similar agreement.
3.03. Authority. Western have full right, power and authority to enter into and
perform this Agreement and to sell and transfer the Units as herein
contemplated without obtaining the consent or approval of any governmental
authority or any other person or entity.
3.04. Brokerage or Finder's Fee. No agent, broker, investment banker, person or
firm acting on behalf of Company or Western are or will be entitled to any
broker's or finder's fee or any other commission or similar fee, directly
or indirectly, from any of the parties hereto in connection with any of the
transactions contemplated hereby.
SECTION FOUR
REPRESENTATIONS AND WARRANTIES OF VOYAGER
Voyager represents and warrants as follows:
4.01. Compliance With Instrument; No Adverse Agreements. Neither the execution
and delivery of this Agreement, nor the consummation of the transactions
contemplated hereby will conflict with or result in any violation of or
constitute a default under any terms of any material agreement, mortgage,
indenture, license, permit, franchise, lease, or other instrument,
judgment, decree, order, law, or regulations by which Voyager is bound.
Voyager is not subject to any agreement or instrument or to any judgment,
order, writ, injunction, decree, rule, or regulation which would prevent
the consummation of any of the transactions contemplated hereunder or
compliance by Voyager with the terms and conditions and provisions hereof.
4.02. No Brokerage or Finder's Fees Agreements. No agent, broker, investment
banker, person or firm acting on behalf of Voyager or under the authority
of Voyager is or will be entitled to any broker's or finder's fee, directly
or indirectly, or any other commission or similar fee, directly or
indirectly, from any of the parties hereto in connection with any of the
transactions contemplated hereby.
4.03. Intent. Voyager is acquiring the Units purchased herein for their own
account for the purpose of investment and not with a view to or for sale in
connection with any distribution thereof.
SECTION FIVE
INDEMNIFICATION
5.01. Voyager hereby agrees to indemnify, defend, and hold harmless Western
against and in respect of any and all claims, demands, losses, costs,
expenses, obligations, liabilities, damages, recoveries, and deficiencies,
including interest, penalties, and reasonable attorneys' fees and costs
associated therewith, incurred, suffered, or asserted against Western,
which arise, result from, or relate to claims, demands, losses, costs,
expenses, obligations, liabilities, damages, recoveries, and deficiencies
arising from or related to the operation of the Company.
5.02. Western shall notify Voyager of the existence of any such claim, demand or
other matter to which this indemnification obligation would apply, and
shall give Voyager a reasonable opportunity to defend the same at their own
expense and with counsel of their own selection, provided that Western
shall at all times also have the right to participate fully in the defense.
If Voyager, within a reasonable time after this notice, fail to defend,
Western shall have the right, but not the obligation, to undertake the
defense of and to compromise and/or settle the claim or other matter on
behalf and for the account and at the risk of Voyager.
SECTION SIX
MISCELLANEOUS PROVISIONS
6.01. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, their heirs, legatees, devises,
administrators, personal representatives, executors, successors and
assigns.
6.02. Survival of Representations, Warranties, Covenants and Agreements. All
representations, warranties, covenants, indemnifications and agreements of
Western and Voyagers contained herein or in any instruments, certificates,
or opinion or other writing provided for herein, shall survive the closing
for a period of six (6) years only.
6.03. Notices. All notices, requests, consents, and other communications
hereunder shall be in writing and shall be deemed to be properly given when
personally delivered to the party entitled to receive the notice or when
sent by certified or registered mail, postage prepaid, properly addressed
to the party entitled to receive such notice at the address stated below.
If to Western:
-------------
Western Architectural Services, LLC
Attn.: Xxxxx Xxxxx
00000 Xxxxx 000 Xxxx, Xxxxx X
Xxxxxx, Xxxx 00000
If to Voyager:
-------------
Voyager Entertainment International, Inc.
Attn.: Xxxxxxx Xxxxxxxx
0000 Xxxx Xxxx Xxx.
Xxx Xxxxx, Xxxxxx 00000
Service of any such notice or other communication made by mail shall be
deemed complete on the date of actual delivery thereof as shown by the
addressee's registry or certification. Either party may change the address
to which future notices shall be sent by delivering notice of such changed
address in the manner herein described.
6.04. Expenses and Fees. Except as herein expressly provided for, each of the
parties hereto will pay its or their own expenses incident to the
preparation and carrying out of this Agreement and the expenses and fees
involved in the preparation and delivery of all other documents required to
be delivered by or on behalf of it or them hereunder.
6.05. Entire Agreement. This Agreement, including any exhibits attached hereto
and the related documents described herein, contains the entire agreement
between the parties hereto with respect to the transactions contemplated
hereby and supersedes all prior written or oral negotiations, commitments,
representations and agreements with respect thereto.
6.06. Heading; Captions. The headings and captions appearing in this Agreement
are inserted only as a matter of convenience and as a reference and in no
way define, limit, or describe the scope or intent of this Agreement or any
other provisions hereof.
6.07. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which shall constitute
one in the same.
6.08. Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited or invalid
under applicable law, such provision shall be ineffective to the extent of
such prohibition or invalidity without invalidating the remainder of such
provisions or the remaining provisions of this Agreement.
6.09. Attorneys' Fees. If any legal action or other proceeding is brought for
the enforcement of this Agreement or because of an alleged dispute, breach,
default or misrepresentation in connection with any of the provisions of
this Agreement, the successful or prevailing party shall be entitled to
recover reasonable attorneys' fees, and other fees and costs, incurred in
that action or proceeding, in addition to any other relief to which it may
be entitled.
6.10. Waiver. No waiver of any provision of this Agreement shall be deemed or
shall constitute a waiver of any other provision, whether or not similar,
nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making such waiver.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
VOYAGER ENTERTAINMENT INTERNATIONAL,
INC., a Nevada corporation
By: /S/ Xxxxxxx X. Xxxxxxxx, Xx.
----------------------------
Its: President & CEO
WESTERN ARCHITECTURAL SERVICES, LLC, a
Utah limited liability company
By: /S/ Xxxxx Xxxxx
--------------------------
Its: President
