Exhibit 10.2
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (the "Agreement") is made and entered into
this 5th day of September 2006, by and between VOYAGER ENTERTAINMENT
INTERNATIONAL, INC., a Nevada corporation (the "Pledgor") and DIVERSIFIED
LENDING GROUP, INC., a California corporation (the "Pledgee").
R E C I T A L S
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WHEREAS, the Pledgor is obligated and indebted to the Pledgee in the
principal amount of ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($1,250,000)
pursuant to and as provided in a certain Promissory Note (the "Note") between
the Pledgor and the Pledgee executed concurrently herewith; and
WHEREAS, in order to induce the Pledgee to enter into the Note, the
Pledgor is entering into this Pledge Agreement to provide collateral security
for its obligations under the Note;
NOW, THEREFORE, in consideration of the premises and the mutual
promises contained herein, the parties hereto agree as follows:
SECTION ONE
PLEDGE
1.1. To secure the due and punctual payment and performance of the
Liabilities (hereinafter defined), the Pledgor hereby pledges, hypothecates,
assigns, transfers, sets over and delivers unto the Pledgee, and hereby grants
to the Pledgee a security interest in the following:
1.1.1. the shares of stock listed in Exhibit A attached hereto
and incorporated herein by this reference (herein collectively called
the "Pledged Securities") and the certificates representing or
evidencing the Pledged Securities, and all cash, securities, interest,
dividends, rights and other property at any time and from time to time
received, receivable or otherwise distributed in respect of or in
exchange for any or all of the Pledged Securities;
1.1.2. the Pledged Securities are restricted shares of stock
and subject to Rule 144, including, but not limited to, holding period,
reporting requirements of the Securities Exchange Act of 1934, trading
volume restrictions, brokerage requirements and notice filings.
1.1.3. all other property hereafter delivered to the Pledgee
in substitution for or in addition to any of the foregoing, all
certificates and instruments representing or evidencing such other
property and all cash, securities, interest, dividends, rights and
other property at any time and from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all
thereof, and
1.1.4. all proceeds of all of the foregoing (all such Pledged
Securities, additional shares, certificates, instruments, cash,
securities, interest, dividends, rights and other property being herein
collectively called the "Collateral");
TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests,
privileges and preferences appertaining or incidental thereto, unto the Pledgee,
its successors and assigns, forever, subject, however, to the terms, covenants
and conditions hereafter set forth.
1.2. The term "Liabilities," as used herein, shall mean all obligations
and liabilities of the Pledgor to the Pledgee, howsoever created, arising or
evidenced, whether direct or indirect, primary or secondary, absolute or
contingent, joint or several, or now or hereafter existing, or due or to become
due, under and in connection with (i) the Note, (ii) any promissory note taken
in extension, renewal, exchange or substitution of or for the Note, (iii) the
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Indebtedness Agreement, and (iv) this Agreement. The Pledgor waives notice of
the existence or creation of all or any of the Liabilities.
SECTION TWO
REPRESENTATIONS AND WARRANTIES
The Pledgor represents and warrants as follows:
2.1. The Pledgor owns all of the Pledged Securities, free and clear of
any liens, encumbrance, charge or security interest of any nature whatsoever,
other than the security interest granted hereunder.
2.2. All shares of stock included in the Pledged Securities are duly
authorized and validly issued, fully paid, non-assessable and subject to no
options to purchase or similar rights of any person or entity. The Pledgor is
not and will not become a party to or otherwise bound by any agreement, other
than this Pledge Agreement, which restricts in any manner the rights of any
present or future holder of any of the Pledged Securities with respect thereto.
2.3. This Pledge Agreement has been duly authorized, executed and
delivered by the Pledgor and constitutes a valid and binding obligation of the
Pledgor. Upon delivery of the Pledged Securities to the Pledgee hereunder, the
Pledgee will have valid and perfected security interests in the Collateral
subject to no prior lien. No registration, recordation or filing with any
governmental body, agency or official is required in connection with the
execution or delivery of this Pledge Agreement, or necessary for the validity or
enforceability hereof or for the perfection of the security interests granted
herein. The execution, delivery, performance and enforcement of this Pledge
Agreement do not and will not contravene, or constitute a default under, any
provision of applicable law or regulation or of the certificate of incorporation
or by-laws of the Pledgor or any person controlling the Pledgor or of any
agreement, judgment, injunction, order, decree or other instrument binding upon
the Pledgor or any person controlling the Pledgor or result in the creation or
imposition of any lien (other than the security interests granted herein) upon
any asset of the Pledgor or any of its subsidiaries.
SECTION THREE
DELIVERY OF PLEDGED SECURITIES
All Pledged Securities delivered to the Pledgee by the Pledgor pursuant
hereto shall be in suitable form for transfer by delivery, or shall be
accompanied by duly executed instruments of transfer or assignment in blank,
with signatures appropriately guaranteed, and accompanied in each case by any
required transfer tax stamps, all in form and substance reasonably satisfactory
to the Pledgee.
SECTION FOUR
FILING; FURTHER ASSURANCES
4.1. The Pledgor will, at its expense and in such manner and form as
the Pledgee may reasonably require, execute, deliver, file and record any
financing statement, specific assignment or other paper and take any other
action that may reasonably be necessary or desirable, or that the Pledgee may
reasonably request, in order to create, preserve, perfect or validate any
security interest or to enable the Pledgee to exercise and enforce its rights
hereunder with respect to any of the Collateral.
4.2. To the extent permitted by applicable law, the Pledgor hereby
authorizes the Pledgee to execute and file, in the name of the Pledgor or
otherwise, Uniform Commercial Code financing statements which the Pledgee in its
sole discretion may deem necessary or appropriate to further perfect the
security interest granted herein.
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SECTION FIVE
RECORD OWNERSHIP OF PLEDGED SECURITIES
The Pledgee may at any time or from time to time, if in its sole
discretion exercised in good faith it shall conclude that a Default shall have
occurred and be continuing, cause any or all of the Pledged Securities to be
transferred of record into the name of the Pledgee or its nominee. The Pledgor
will promptly give to the Pledgee copies of any notices or other communication
received by it with respect to Pledged Securities registered in the name of the
Pledgor and the Pledgee will promptly give to the Pledgor copies of any notices
and communications received by the Pledgee with respect to Pledged Securities
registered in the name of the Pledgee or its nominee.
SECTION SIX
PLEDGEE RIGHTS AND OBLIGATION
6.1. The Pledgee shall have the right to receive and to retain as
Collateral hereunder all dividends, interest and other payments and
distributions made upon or with respect to the Collateral, and the Pledgor shall
take all such action as the Pledgee may deem necessary or appropriate to give
effect to such right. All such dividends, interest and other payments and
distributions (except as aforesaid) which are received by the Pledgor shall be
received in trust for the benefit of the Pledgee, and, if the Pledgee so
directs, shall be segregated from other funds of the Pledgor and shall,
forthwith upon demand by the Pledgee, be paid over to the Pledgee as Collateral
in the same form as received (with any necessary endorsement).
6.2. The Pledgee shall not pledge, hypotheticate, transfer, mortgage or
otherwise encumber the Pledged Securities or Collateral in any manner, until a
Default shall have occurred and be continuing pursuant to Section 10.
SECTION SEVEN
RIGHT TO VOTE PLEDGED SECURITIES
7.1. Unless a Default shall have occurred and be continuing, the
Pledgor shall have the right, from time to time, to vote and to give consents,
ratifications and waivers with respect to the Pledged Securities, and the
Pledgee shall, upon receiving a written request from the Pledgor accompanied by
a certificate signed by its principal financial officer stating that no Default
has occurred and is continuing, deliver to the Pledgor or as specified in such
request such proxies, powers of attorney, consents, ratifications and waivers in
respect of any Pledged Securities which is registered in the Pledgee's name as
shall be specified in such request and be in form and substance reasonably
satisfactory to the Pledgee.
7.2. If a Default shall have occurred and be continuing, the Pledgee
shall have the right to the extent permitted by law, and the Pledgor shall take
all such action as may be necessary or appropriate to give effect to such right,
to vote and to give consents, ratifications and waivers, and take any other
action with respect to all the Pledged Securities with the same force and effect
as if the Pledgee were the absolute and sole owner thereof
SECTION EIGHT
GENERAL AUTHORITY
8.1. The Pledgor hereby irrevocably appoints the Pledgee its true and
lawful attorney, with full power of substitution, for the sole use and benefit
of the Pledgee, but at the Pledgor's expense, to the extent permitted by law to
exercise, at any time and from time to time while Default has occurred and is
continuing, all or any of the following powers with respect to all or any of the
Collateral:
8.1.1. to demand, ▇▇▇ for, collect, receive and give
acquittance for any and all monies due or to become due upon or by
virtue thereof,
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8.1.2. to settle, compromise, compound, prosecute or defend
any action or proceeding with respect thereto, and
8.1.3. to sell, transfer, assign or otherwise deal in or with
the same or the proceeds or avails thereof, as fully and effectually as
if the Pledgee were the absolute owner thereof;
provided that the Pledgee shall give the Pledgor not less than ten days' prior
written notice of the time and place of a sale or other intended disposition of
any of the Collateral.
SECTION NINE
DEFAULT
9.1. The occurrence of any of the following shall constitute a Default
hereunder: nonpayment, when due, whether by acceleration or otherwise, of any
amount payable on any of the Liabilities; any representation or warranty of the
Pledgor contained herein or given pursuant hereto shall be untrue in any
material respect; the Pledgor shall fail to perform any covenant or agreement
contained herein; or the Pledgor shall dissolve, become insolvent, make an
assignment for benefit of creditors, institute any insolvency or bankruptcy
proceeding, or any involuntary proceeding shall be instituted against the
Pledgor in insolvency or bankruptcy and such involuntary proceeding shall be
consented to or acquiesced in by the Pledgor or shall not have been dismissed
within thirty (30) days after the same shall have been instituted, or a receiver
shall be appointed for any part of the Pledgor's property and said receivership
shall be consented to or acquiesced in by the Pledgor or shall continue for a
period of thirty (30) consecutive days.
9.2. Upon the occurrence of a Default:
9.2.1 the Pledgee may exercise from time to time any rights
and remedies available to it under the Uniform Commercial Code as in effect from
time to time in California or otherwise available to it, including, but not
limited to, sale, assignment, or other disposal of the Pledged Securities in
exchange for cash or credit, and
9.2.2. the Pledgee may, without demand or notice of any kind,
appropriate and apply toward the payment of such of the Liabilities, and in such
order of application, as the Pledgee may from time to time elect, any balances,
credits, deposits, accounts or moneys of the Pledgor. If any notification of
intended disposition of any of the Collateral is required by law, such
notification, if mailed, shall be deemed reasonably and properly given if mailed
at least five (5) days before such disposition, postage prepaid, addressed to
the Pledgor, either at the address of the Pledgor shown below, or at any other
address of the Pledgor appearing on the records of the Pledgee. Any proceeds of
any disposition of Collateral shall be applied as provided in Section 10 hereof
All rights and remedies of the Pledgee expressed hereunder are in addition to
all other rights and remedies possessed by it, including those under any other
agreement or instrument relating to any of the Liabilities or security therefor.
No delay on the part of the Pledgee in the exercise of any right or remedy shall
operate as a waiver thereof, and no single or partial exercise by the Pledgee of
any right or remedy shall preclude other or further exercise thereof or the
exercise of any other right or remedy. No action of the Pledgee permitted
hereunder shall impair or affect the rights of the Pledgee in and to the
Collateral.
9.3. The Pledgor agrees that in any sale of any of the Collateral
whenever a Default hereunder shall have occurred and be continuing, the Pledgee
is hereby authorized to comply with any limitation or restriction in connection
with such sale as it may be advised by counsel is necessary in order to avoid
any violation of applicable law (including, without limitation, compliance with
such procedures as may restrict the number of prospective bidders and
purchasers, require that such prospective bidders and purchasers have certain
qualifications, and restrict such prospective bidders and purchasers to persons
who will represent and agree that they are purchasing for their own account for
investment and not with a view to the distribution or resale of such
Collateral), or in order to obtain any required approval of the sale or of the
purchaser by any governmental regulatory authority or official, and the Pledgor
further agrees that such compliance shall not result in such sale being
considered or deemed not to have been made in a commercially reasonable manner,
nor shall the Pledgee be liable nor accountable to the Pledgor for any discount
allowed by the reason of the fact that such Collateral is sold in compliance
with any such limitation or restriction.
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SECTION TEN
APPLICATION OF PROCEEDS
The proceeds of any sale of, or other realization upon, all or any part
of the Collateral shall be applied by the Bank in the following order of
priorities:
first, to payment of the expenses of such sale or other
realization, including reasonable compensation to the Pledgee and its agents and
counsel, and all expenses, liabilities and advances incurred or made by the
Pledgee in connection therewith, and any other un-reimbursed expenses for which
the Pledgee is to be reimbursed pursuant to Section 12;
second, to payment in full of the Liabilities; and
finally, to payment to the Pledgor, or its successors or
assigns, or as a court of competent jurisdiction may direct, of any surplus then
remaining from such proceeds.
SECTION ELEVEN
EXPENSES
11.1. The Pledgor will forthwith upon demand pay to the Pledgee:
11.1.1. the amount of any taxes which the Pledgee may have
been required to pay by reason of the security interest granted herein
(including any applicable transfer taxes) or to free any of the
Collateral from any lien thereon, and
11.1.2. the amount of any and all reasonable out-of-pocket
expenses, including the reasonable fees and disbursements of counsel,
which the Pledgee may incur in connection with (i) the administration
of this Pledge Agreement, (ii) the collection, sale or other
disposition of any of the Collateral, (iii) the exercise by the Pledgee
of any of the rights conferred upon it hereunder or (iv) any default on
the part of the Pledgor hereunder.
SECTION TWELVE
TERMINATION; RELEASE OF COLLATERAL
12.1. Upon the repayment in full of all Liabilities and all obligations
of the Pledgor hereunder, this Agreement shall terminate and all rights to the
Collateral shall revert to the Pledgor, including, but not limited to, the
return of the Pledged Securities to Pledgor within ten (10) days upon the
repayment of all Liabilities.
12.2. Upon any such termination, the Pledgee will, at the Pledgor's
expense, execute and deliver to the Pledgor such documents as the Pledgor shall
reasonably request to evidence such termination or the release of such
Collateral.
SECTION THIRTEEN
NOTICES
All notices, communications and distributions hereunder shall be given
or made as to the Pledgor or the Pledgee, to it at its address or facsimile
number set forth on the signature pages hereof, or at such other address as the
addressee may hereafter specify. All notices, requests and other communications
shall be in writing when delivered at the address specified in this Section.
SECTION FOURTEEN
PLEDGEE
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14.1. The Pledgor agrees with the Pledgee as follows:
14.1.1. The Pledgee is authorized to take all such action as
is provided to be taken by it hereunder and all other action reasonably
incidental thereto. As to any matters not expressly provided for herein, the
Pledgee shall act or refrain from acting in accordance with its discretion.
14.1.2. Neither the Pledgee nor any of its directors,
officers, attorneys, agents or employees shall be liable for any action taken or
omitted to be taken by it, or by them on its behalf, under this Pledge Agreement
or in respect of any of the Collateral or otherwise in connection with any of
the foregoing, except for its or their own gross negligence or willful
misconduct.
14.1.3. In connection with its duties under this Pledge
Agreement, the Pledgee shall be entitled to rely on any paper or document
believed by it to be genuine and correct and, in respect of legal matters, upon
the opinion of legal counsel selected by it; and any action taken or omitted in
good faith by the Pledgee in accordance with the opinion of such counsel shall
be full justification and protection to it.
14.1.4. The Pledgee shall not be responsible for the
genuineness, validity, or effectiveness of any of the Collateral nor shall it be
liable because of any invalidity of the security provisions hereof, whether
arising from law or by reason of any action or omission to act on its part, nor
shall the Pledgee be bound to ascertain or inquire as to the performance or
observance of any of the terms of this Pledge Agreement by the Pledgor.
14.1.5. The Pledgee may employ agents and attorneys-in-fact
and shall not be answerable, except as to money or securities received by it or
its authorized agents, for the default or misconduct of any such agents or
attorneys-in-fact selected in good faith.
SECTION FIFTEEN
WAIVERS, NON-EXCLUSIVE REMEDIES
No failure on the part of the Pledgee to exercise, and no delay in
exercising and no course of dealing with respect to, any right under this Pledge
Agreement shall operate as a waiver thereof; nor shall any single or partial
exercise by the Pledgee of any right under this Pledge Agreement preclude any
other or further exercise thereof or the exercise of any other right. The rights
in this Pledge Agreement are cumulative and are not exclusive of any other
remedies provided by law.
SECTION SIXTEEN
SUCCESSORS AND ASSIGNS
This Pledge Agreement is for the benefit of the Pledgee and successors
and assigns, and in the event of an assignment of all or any of the Liabilities,
the rights hereunder, to the extent applicable to the indebtedness so assigned,
may be transferred with such indebtedness. This Pledge Agreement shall be
binding on the Pledgor and its successors and assigns.
SECTION SEVENTEEN
CHANGES IN WRITING
Neither this Pledge Agreement nor any provision hereof may be changed,
waived, discharged or terminated orally, but only by a statement in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought.
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SECTION EIGHTEEN
CALIFORNIA LAW
This Pledge Agreement has been made and delivered at Las Vegas, Nevada,
and shall be construed in accordance with and governed by the internal laws of
the State of California, except as otherwise required by mandatory provisions of
law and except to the extent that remedies provided by the laws of any
jurisdiction other than California are governed by the laws of such
jurisdiction.
SECTION NINETEEN
SEVERABILITY
If any provision hereof is invalid and unenforceable in any
jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in favor of the Pledgor in order to carry out the
intentions of the parties hereto as nearly as may be possible; and (ii) the
invalidity or unenforceability of any provision hereof in any jurisdiction shall
not affect the validity or enforceability of such provision in any other
jurisdiction.
VOAYGER ENTERTAINMENT INTERNATION, INC.,
a Nevada corporation
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: President/CEO
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
DIVERSIFIED LENDING GROUP, INC., a
California corporation
Address:
Attn.: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone:
Facsimile:
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
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EXHIBIT A
TO STOCK PLEDGE AGREEMENT
Identification of the Pledged Securities
Name of Issuer Class Certificate Number Number of Shares
-------------- ----- ------------------ ----------------
Voyager Entertainment Common 0886 7,500,000
International, Inc.
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