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
▇.▇▇.▇▇▇▇ 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:
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Western Architectural Services, LLC
Attn.: ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
If to Voyager:
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Voyager Entertainment International, Inc.
Attn.: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇.
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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Its: President & CEO
WESTERN ARCHITECTURAL SERVICES, LLC, a
Utah limited liability company
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇
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Its: President