Exhibit (ii)
PLEDGE AGREEMENT
This AGREEMENT is made and entered into on July 31, 2002, by and
between XXXXX XXXXXXXX ("Pledgor") of 0000 Xxxxxxx Xxxxx Xxxxx, Xxx Xxxxx,
Xxxxxx, and XXXXXXX X. XXXXXX and XXXXX X. XXXXXX, TRUSTEES OF THE XXXXXXX X.
XXXXXX and XXXXX X. XXXXXX 1998 REVOCABLE TRUST ("Pledgee"), of 0000 Xxxxxx Xxx,
Xxxxxx Xxxx, Xxxxxxxxxx.
RECITALS:
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At the time of the execution of this Agreement, the Pledgee lend the
Pledgor One Hundred Fifteen Thousand Dollars ($115,000), evidenced by two
promissory notes, one note in the face amount of $15,000 dated March 24, 2002,
the other note in the face amount of $100,000 dated July 31, 2002.
To induce the Pledgee to make the loans, the Pledgor has agreed to
pledge certain stock to the Pledgee as security for the repayment of the loan.
IT IS THEREFORE AGREED:
PLEDGE
1. In consideration of the sum of One Hundred Fifteen Thousand Dollars
($115,000) lent to the Pledgor by the Pledgee, receipt of which is acknowledged,
the Pledgor grants a security interest to the Pledgee in an instrument of the
following description:
Voyager Entertainment International, Inc., share certificate No. 536,
for 300,000 shares of common stock, together with a stock power
separate from the certificate endorsed in blank and with the signature
of Xxxxx Xxxxxxxx guaranteed and delivered to the Pledgee with this
Agreement.
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The Pledgor appoints the Pledgee his attorney-in-fact to arrange for
the transfer of pledged shares on the books of the issuer to the name of the
Pledgee. The Pledgee shall hold the pledged shares as security for repayment of
the loan and shall not encumber or dispose of the shares except in accordance
with the provisions of paragraphs eight (8) and nine (9) of this Agreement.
DIVIDENDS
2. During the term of this pledge, all dividends and other amounts
received by the Pledgor shall be retained by the Pledgor and not applied to the
payment of the principal and interest on the loans.
VOTING RIGHTS
3. During the terms of this pledge, and as long as the Pledgor is not
in default in the performance of any of the terms of this Agreement or in the
payment of the principal or interest of the loans, the Pledgor shall have the
right to vote the pledged shares on all corporate questions. The Pledgee shall
execute due and timely proxies in favor of the Pledgor to this end should it
become necessary.
REPRESENTATIONS
4. The Pledgor warrants and represents that there are no restrictions
on the transfer of any of the pledged shares, other than may appear on the face
of the certificate, and that the Pledgor has the right to transfer the shares
free of any encumbrances and without obtaining the consent of the other
shareholders.
ADJUSTMENTS
5. In the event that, during the term of this pledge, any share
dividend, reclassification, readjustment, or other changes declared or made in
the capital structure of the company that has issued the pledged shares, all
new, substituted, and additional shares or other securities issue by reason of
any change shall be held by the Pledgee in the same manner as the shares was
originally pledged under this Agreement.
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WARRANTS AND RIGHTS
6. In the event that during the term of this pledge, subscription
warrants or any other rights or options shall be issued in connection with the
pledged shares, the warrants, rights, and options shall be immediately assigned
by the Pledgee to the Pledgor; and, if exercised by the Pledgor, all new shares
or other securities so acquired by the Pledgor shall be immediately assigned to
the Pledgee to be held in the same manner as the shares originally pledged under
this Agreement.
OPTION
7. Pledgee has the option to satisfy the loans by electing to transfer
all the pledged shares to it. The option may be exercised any time after
February 22, 2003, by giving written notice thereof to the Pledgor.
PAYMENT OF LOAN
8. Provided that Pledgee has not exercised the option as set forth as
set forth in paragraph 7 of this Agreement, upon payment and maturity of the
principal and interest of the loans, the Pledgee shall transfer to the Pledgor
all the pledged shares and all rights received by the Pledgee as a result of
this pledge.
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DEFAULT
9. In the event that the Pledgor defaults in the performance of any of
the terms of this Agreement, or in the payment at maturity of the principal or
interest of the loans, the Pledgee shall have all the rights and remedies
provided in the California Commercial Code. In this connection, the Pledgee may,
on five (5) days' written notice to the Pledgor, and without liability for any
diminution in price that may have occurred, sell all the pledged shares in the
manner and for the price that the Pledgee may determine. At any bona fide public
sale the Pledgee shall be free to purchase all or any part of the pledged
shares. Out of the proceeds of any sale, Pledgee may retain an amount equal to
the principal and interest then due on the loan, plus the amount of the expenses
of the sale, and shall pay any balance of the proceeds of any sale to the
Pledgor. If the proceeds of the sale are insufficient to cover the principal and
interest of the loan, plus expenses of sale, the Pledgor shall remain liable to
the Pledgee for any deficiency, in accordance with the provisions set forth in
Commercial Code Section 9504.
EXECUTION
PLEDGOR:
Dated: August 6, 2002 /S/
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Xxxxx Xxxxxxxx
PLEDGEE:
Dated: August ____, 2002 /S/
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Xxxxxxx X. Xxxxxx, Trustee of the
Xxxxxxx X. Xxxxxx and Xxxxx X.
Xxxxxx 1998 Revocable Trust
Dated: August ____, 2002 /S/
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Xxxxx X. Xxxxxx, Trustee of the
Xxxxxxx X. Xxxxxx and Xxxxx X.
Xxxxxx 1998 Revocable Trust
I approve the terms of the foregoing Pledge Agreement and consent to
Xxxxx Xxxxxxxx entering into said Agreement.
Dated: August 6, 2002 /S/
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Xxxxx Xxxxxxxx
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