EXHIBIT 99.1
DEFINITIVE JOINT VENTURE AGREEMENT
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THIS, A
DEFINITIVE JOINT VENTURE AGREEMENT (the "Agreement") is entered
into as of this 15th day of March , 2005
(the "Effective Date"), by and between
Allied Investment House, Inc., a Delaware
Corporation ("Allied"), and Voyager
Entertainment International, Inc., a Nevada
corporation ("Voyager").
RECITALS
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A. Voyager is
engaged in the development, construction and operation of
vertical revolving wheels and related
facilities and owns certain intellectual
property, technology, data, specifications
and expertise required by and with
respect to such development, construction
and operation; and
B. Allied is
engaged in the provision of advisory, corporate finance and
investment banking services; and
C. The parties
wish to jointly cause the incorporation of a United Arab
Emirates corporation (the "Company") for
the purpose of acquiring suitable real
property and developing, constructing and
operating a six hundred (600) foot
vertical revolving vehicle (the "Wheel")
and related entertainment, restaurant
and condominium facilities (the "Wheel
Facilities" and, together with the Wheel,
the "Project") in Abu Dhabi, United Arab
Emirates; and .
D. Allied and
Voyager desire by this Agreement to set forth certain
agreements, conditions and obligations with
respect to the relationship between
themselves, the incorporation of the
Company and their respective rights and
obligations with respect thereto.
AGREEMENT
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NOW THEREFORE,
in consideration of the mutual promises herein contained and
for other good and valuable consideration,
the receipt of which is hereby
acknowledged, the parties hereto agree the
foregoing recitals are true and
correct and as follows:
1. GENERAL; CORPORATE
ORGANIZATION.
1.1 General
Agreement. Pursuant to the terms of this Agreement, Voyager and
Allied hereby agree to (a) organize the
Company for the purpose of acquiring
suitable real property and developing,
constructing and operating the Project,
and (b) fulfill their respective
obligations as more fully described herein.
1.2
Incorporation. Within sixty (60) calendar days of the Effective
Date,
Allied shall cause the Company to be
incorporated as a separate United Arab
Emirates corporation, governed pursuant to
the laws thereof ("Governing Law").
The name of the Company is to be determined
"TBD" and shall be agreed to by the
parties and required by Governing Law. All
costs, fees and expenses, including
reasonable legal fees, of organization of
the Company shall be paid in
proportionate to each parties' holdings.
Neither party shall be entitled to be
reimbursed by the Company for all of such
costs, fees and expenses.
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1.3 Organization. The Company's governing documents shall be
prepared
in accordance with Governing Law and shall
contain those terms, provisions and
conditions reasonably required for the
Offering (as defined below), the
acquisition of real property and the
development, construction and operation of
the Project.
1.4 Governance.
Upon incorporation, the business and affairs of the Company
shall be managed by or under the direction
of a board of directors (the
"Board"). The initial Board shall consist
of five (5) members, one (1) of whom
will be appointed by Voyager in its sole
discretion. Any subsequent increases or
decreases in the number of directors
comprising the Board shall be pursuant to
the terms of the Company's governing
documents.
1.5 Records and
Inspections. Allied shall cause the Company to keep
complete and accurate books, records and
other data pertaining to the Company at
such location required by Governing Law and
reasonably agreed to by the parties
hereto. Subject to Governing Law, Voyager,
by or through any of its officers,
agents, employees, attorneys or
accountants, shall have the right to enter such
location, at any reasonable time or times
during regular business hours, for any
reasonable periods, to inspect, audit and
make extractions or copies from such
books, records and other data and Allied
shall, within ten (10) calendar days of
Voyager's reasonable request therefor,
cause the Company to deliver copies of
such books, records and other data to
Voyager. The latter is limited to once
every calendar year. Any subsequent request
will require Voyager to travel to
the UAE at their own expense to review such
documents, maintaining a ten (10)
calendar day notice. It is understood, the
Company will produce and share with
Voyager basic financial documents at least
once per quarter.
2. STOCK ISSUANCE;
OFFERING.
2.1 Stock Issuance. Immediately
upon incorporation, the Company will
authorize shares of common stock (the
"Issued Stock") to Voyager, Allied and any
partner of Allied, or their respective
designees, in accordance with the
provisions of this Article 2.
2.2 Consideration.
Unless otherwise required by Governing Law, the Voyager
Contribution (as defined below) shall be
good and valuable consideration for the
Voyager Stock and the Allied Contribution
(as defined below) shall be good and
valuable consideration for the Allied Stock
and the Board shall so confirm if
required by the Governing Law. Upon
issuance of the Issued Stock in accordance
with Governing Law, all of such shares of
Issued Stock shall be fully paid and
nonassessable.
2.3 Offering.
Using best efforts, within 180 days of incorporating, the
Company will offer the Company's shares of
common stock (the "Offered Stock") to
the public on a United Arab Emirates or
international recognized exchange, and
shall concurrently register a percentage of
shares of the Issued Stock for sale
to the public, all of which shall be
undertaken pursuant to Governing Law
(collectively, the "Offering"). Final
determination for the timing of such an
event will be at the Board's sole
discretion, and will take into account current
and prevailing market conditions.
2.4 Dilution.
The issuance of the Offered Stock shall cause all parties to
include Voyager, Allied and any partner of
Allied, to be proportionately diluted
in equal amounts to all parties.
3. CONTRIBUTIONS.
3.1 Voyager
Contribution. As consideration for the issuance of the Voyager
Stock, Voyager shall license, at no cost,
to the Company the non-exclusive right
to certain intellectual property,
technology, data, and specifications required
with respect to the development,
construction and operation of the Wheel (the
"Voyager Contribution"). Allied
acknowledges and agrees that the Voyager
Contribution is a license only and the
Company shall have no proprietary rights
thereto at any time.
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3.2 Company
Contribution. As consideration for the issuance of the Company
Stock, the Company shall deliver to Voyager
the Development Funds (as defined
below) (the "Company Contribution"). The
Company Contribution shall be delivered
to Voyager in tranches as reasonably agreed
to by the parties hereto and as
required by the needs of the Project;
provided, however, the first tranche shall
be delivered by the Company to Voyager
within fifteen (15) business days of
monies released by the investor, and shall
be in the aggregate amount of a
pre-development deposit of Seven Million
Five Hundred Thousand and 00/100
Dollars ($7,500,000.00).
4. DEVELOPMENT COST;
DEVELOPMENT PREMIUM.
4.1 Development
Cost. The parties agree that the costs to be incurred by
the Company with respect to the acquisition
of suitable real property and the
subsequent development and construction of
the Wheel Facilities shall be in
accordance with a construction budget to be
determined by and between Voyager
and Allied, in the currently estimated
amount of One Hundred Fifty Million and
00/100 Dollars ($150,000,000.00) (the
"Development Cost"). The parties further
agree that any proposed expenditure on the
acquisition of real property and the
subsequent development and construction of
the Wheel Facilities in excess of the
Development Cost shall be reasonably agreed
to by the parties, and shall be on
such terms, conditions and provisions as
shall be reasonably agreed to by the
parties.
4.2 Development
Premium. During the development, construction and operation
of the Wheel Facilities, Voyager shall
provide certain expertise with respect
thereto. In consideration of Voyager
providing such expertise, the Company shall
pay to Voyager a development premium equal
to 15% of the Development Cost (the
"Development Premium"), which shall be
payable pursuant to the terms of a
Development Premium Agreement, to be
negotiated and executed by and between
Voyager and the Company (the "Development
Premium Agreement").
5. EXCLUSIVITY; RIGHT OF FIRST
REFUSAL.
ARTICLE I
5.1 Exclusivity.
As of the Effective Date, the parties shall not directly
or indirectly, through any authorized
representative acting in its
representative or individual capacity or
otherwise, solicit or entertain offers
from, negotiate with or in any manner
encourage, discuss, accept or consider any
proposal from any other person or entity
relating to any project similar to the
Project.
5.2 Right of
First Refusal. As of the Effective Date, Voyager covenants and
agrees to grant Allied a right of first
refusal with respect to the development,
construction and operation of any other
revolving vertical vehicle in those
countries commonly known as the G. C. C.
and the Middle East (the "New
Project"). In the event Voyager wishes to
develop, construct and operate a New
Project by means of a license, joint
venture, partnership, or other business
combination, outside of this region,
Voyager shall first deliver written notice
to Allied stating the material terms and
conditions of such New Project,
including, without limitation, the material
financial terms and conditions
thereof (the "New Project Notice"). Allied
shall have the first right to
participate in such New Project, in place
and stead of any third party or
parties, on substantially the same terms
and conditions as stated in the New
Project Notice. Voyager shall retain the
right to seek, obtain and evaluate
financing offers to be included in the New
Project Notice and has the right to
refuse the offer of Allied if the terms and
conditions are not substantially the
same. Within (60) calendar days of its
receipt of the New Project Notice, Allied
must deliver written notice to Voyager
advising of its intent to proceed with
the New Project or the waiver of its rights
set forth in this Section 5.2 (the
"Allied Notice"); provided, however, in the
event Allied does not deliver the
Allied Notice within such Sixty (60)
calendar day period, it shall be deemed to
have waived its rights set forth in this
Section 5.2 and Voyager may proceed
with the New Project without any continuing
or other obligations or liabilities
to Allied with respect thereto. Within
Sixty (60) calendar days of Voyager's
receipt of the Allied Notice advising of
its intent to proceed with the New
Project, the parties shall reasonably
cooperate in the preparation, execution
and delivery of definitive documents
regarding their rights and obligations with
respect to the New Project. Unless
otherwise agreed to by the parties hereto, in
the event such definitive documents are not
executed and delivered within such
sixty (60) calendar day period through no
default of Voyager, Allied shall be
deemed to have waived its rights in this
Section 5.2, and Voyager may proceed
with the New Project without any continuing
or other obligations or liabilities
to Allied with respect thereto. All rights
of first refusal shall revert to the
"Company" upon formation.
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5.3 Existing
Rights of First Refusal. Allied acknowledges that, prior to
the Effective Date, Voyager granted certain
rights of first refusal to other
entities with respect to the development,
construction and operation of a
revolving vertical vehicle as more
particularly described in the Radius
Agreement (the "Prior Grants"). Allied and
Voyager acknowledge and agree that
with respect to each Prior Grant, Allied
shall be granted a right of second
refusal, effective upon the waiver of the
right of first refusal by the third
party or parties to such Prior Grant in
accordance with its terms. Allied shall
exercise such right of second refusal in
accordance with the provisions of
Section 5.2 hereof. In the event any Prior
Grant expires or terminates pursuant
to its terms, Allied shall automatically be
granted a right of first refusal
with respect thereto.
ARTICLE II
5.4 Expiration.
The restrictions set forth in this Article 5 shall
automati
