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EXHIBIT 10.8
TRANSFER AGENT INSTRUCTIONS
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IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
May 14, 2004
PublicEase, Inc.
3663 E. Sunset Road
Suite 102
Las Vegas, Nevada 89120
Attn: Don Maddelon
RE: VOYAGER
ONE, INC.
Ladies and Gentlemen:
Reference is made to that certain Securities Purchase Agreement
(the
"SECURITIES PURCHASE AGREEMENT") of even
date herewith between Voyager One,
Inc., a Nevada corporation (the "COMPANY"),
and the Buyers set forth on Schedule
I attached thereto (collectively the
"BUYER"), pursuant to which the Company
shall sell to the Buyer up to One Million
One Hundred Thousand Dollars
($1,100,000) of the Company's secured
convertible debentures, which shall be
convertible into shares of the Company's
common stock, par value $0.001 per
share (the "COMMON STOCK"). The shares of
Common Stock to be converted
thereunder plus interest which may be
converted into Common Stock and any
Liquidated Damages, which may be converted
into Common Stock thereunder are
referred to herein as the "CONVERSION
SHARES." This letter shall serve as our
irrevocable authorization and direction to
you (provided that you are the
transfer agent of the Company at such time)
to issue the Conversion Shares in
shares of the Company's Common Stock, in
the event the Buyer has elected to have
the interest of the Convertible Debenture,
pursuant to Section 1.06 of the
Convertible Debenture, paid in Common Stock
(the "INTEREST SHARES"), or the
Buyer has elected to have Liquidated
Damages (the "LIQUIDATED DAMAGES SHARES"),
pursuant to Section 2(c) of the Investor
Registration Rights Agreement of even
date herewith paid in Common Stock to the
Buyer from time to time upon surrender
to you of a properly completed and duly
executed Conversion Notice, in the form
attached hereto as EXHIBIT I, delivered on
behalf of the Company by David
Gonzalez, Esq.
Specifically, upon receipt by the Company or David Gonzalez, Esq.
of a
copy of a Conversion Notice, David
Gonzalez, Esq., on behalf of the Company,
shall as soon as practicable, but in no
event later than one (1) Trading Day (as
defined below) after receipt of such
Conversion Notice, send, via facsimile, a
Conversion Notice, which shall constitute
an irrevocable instruction to you to
process such Conversion Notice in
accordance with the terms of these
instructions. Upon your receipt of a copy
of the executed Conversion Notice, you
shall use your best efforts to, within
three (3) Trading Days following the date
of receipt of the Conversion Notice, (A)
issue and surrender to a common carrier
for overnight delivery to the address as
specified in the Conversion Notice, a
certificate, registered in the name of the
Buyer or its designee, for the number
of shares of Common Stock to which the
Buyer shall be entitled as set forth in
the Conversion Notice or (B) provided you
are participating in The Depository
Trust Company ("DTC") Fast Automated
Securities Transfer Program, upon the
request of the Buyer, credit such aggregate
number of shares of Common Stock to
which the Buyer shall be entitled to the
Buyer's or its designee's balance
account with DTC through its Deposit
Withdrawal At Custodian ("DWAC") system
provided the Buyer causes its bank or
broker to initiate the DWAC transaction.
("TRADING DAY" shall mean any day on which
the Nasdaq Market is open for
customary trading.)
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The Company hereby confirms to you and the Buyer that
certificates
representing the Conversion Shares shall
not bear any legend restricting
transfer of the Conversion Shares thereby
and should not be subject to any
stop-transfer restrictions and shall
otherwise be freely transferable on the
books and records of the Company provided
that the Company counsel delivers (i)
the Notice of Effectiveness set forth in
EXHIBIT II attached hereto and (ii) an
opinion of counsel in the form set forth in
EXHIBIT III attached hereto, and
that if the Conversion Shares are not
registered for sale under the Securities
Act of 1933, as amended, then the
certificates for the Conversion Shares shall
bear the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT
AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN
THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES
LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO
THE
COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE
STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER
SAID
ACT."
The Company hereby confirms and PublicEase, Inc. acknowledges that
in
the event Counsel to the Company does not
issue an opinion of counsel as
required to issue the Conversion Shares
free of legend the Company authorizes
and PublicEase, Inc. will accept an opinion
of Counsel from Butler Gonzalez LLP.
The Company hereby confirms to you and the Buyer that no
instructions
other than as contemplated herein will be
given to you by the Company with
respect to the Conversion Shares. The
Company hereby agrees that it shall not
replace PublicEase, Inc. as the Company's
transfer agent without the prior
written consent of the Buyer.
Any attempt by you to resign as transfer agent hereunder shall not
be
effective until such time as the Company
provides to you written notice that a
suitable replacement has agreed to serve as
transfer agent and to be bound by
the terms and conditions of these
Irrevocable Transfer Agent Instructions.
The Company and PublicEase, Inc. hereby acknowledge and confirm
that
complying with the terms of this Agreement
shall be deemed to comply with, and
shall not be deemed to violate, any
fiduciary responsibilities and duties owed
by PublicEase, Inc. to the Company.
The Company and PublicEase, Inc. acknowledge that the Buyer is
relying
on the representations and covenants made
by the Company and PublicEase, Inc.
hereunder and are a material inducement to
the Buyer purchasing convertible
debentures under the Securities Purchase
Agreement. The Company and PublicEase,
Inc. further acknowledge that without such
representations and covenants of the
Company and PublicEase, Inc. made
hereunder, the Buyer would not enter into the
Securities Purchase Agreeme
