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EXHIBIT 10.45
SECURITIES PURCHASE AGREEMENT
BETWEEN VOYAGER PETROLEUM, INC. AND ___________________________
This
Securities Purchase Agreement ("Agreement") is entered into as of
the
________________ day of ____________, 2007, by and between
____________________
or his/her nominee(s) ("Buyer"), and the "Seller" identified on the
signature
page of this Agreement (the "Signature Page").
R E C I T A L S
WHEREAS,
Buyer desires to purchase from Seller, and Seller desires to
sell
to Buyer that number of shares of restricted common stock, ("Common
Stock"), of
Voyager Petroleum, Inc., a Nevada corporation ("Company"), set
forth on the
Signature Page in accordance with the terms of this Agreement.
NOW,
THEREFORE, in consideration of the premises hereof and the
agreements
set forth herein below, and for other good and valuable
consideration, the
receipt and sufficiency of which the parties hereto do hereby
acknowledge, the
parties hereto, intending to be legally bound hereby, agree as
follows:
A G R E E M E N T
1.
SALE AND
PURCHASE OF SHARES. Subject to the terms and conditions
hereof, Seller agrees to sell, and Buyer agrees to purchase that
number of
restricted shares (the "Shares") of Common Stock set forth on the
Signature
Page.
2.
PURCHASE
PRICE; DELIVERY OF SHARES.
a.
PURCHASE PRICE. The Shares shall be sold for _$0._____per
Share resulting in a total purchase price set forth on the
Signature Page (the
"Purchase Price").
b. PAYMENT
OF PURCHASE PRICE. The Purchase Price shall be payable
at Closing by cash or wire transfer of immediately available funds
as set forth
on the Signature Page.
c.
DELIVERY OF CERTIFICATES. At Closing, Seller shall deliver to
Buyer stock certificate(s) evidencing the Shares duly endorsed in
blank for
transfer or together with a separate stock power(s) duly endorsed
in blank
(collectively, the "Certificates"), evidencing Seller's intention
to transfer
the Shares.
3.
THE
CLOSING. The closing (the "Closing") shall occur on
___________.
The Closing shall take place via facsimile, overnight courier and
wire transfer.
At Closing, Buyer shall deliver the Purchase Price to Seller and
Seller shall
deliver the Certificates to Buyer.
4.
RESTRICTED
SECURITIES. The Shares are "restricted securities" as
that term is defined under Rule 144 of the Securities Act of 1933,
as amended
(the "Act"), and may not be offered for sale or sold or otherwise
transferred in
a transaction which would constitute a sale thereof within the
meaning of the
Act unless (i) such security has been registered for sale under the
Act and
registered or qualified under applicable state securities laws
relating to the
offer and sale of securities; or (ii) exemptions from the
registration
requirements of the Act and the registration or qualification
requirements of
all such state securities laws are available.
5.
REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants to Seller as follows:
a. LEGAL
CAPACITY; BINDING OBLIGATION. Buyer has the legal
capacity to enter into and perform this Agreement and to consummate
the
transactions contemplated hereby. This Agreement and the
transactions
contemplated hereby have been duly and validly authorized by all
necessary
corporate action required under applicable law by Buyer. This
Agreement has been
duly and validly executed and delivered by and on behalf of Buyer.
When duly
executed and delivered by Buyer, this will constitute a valid and
legally
binding obligation of Purchaser, enforceable against Buyer in
accordance with
its terms.
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b.
ABSENCE OF
LITIGATION. There is no litigation or proceeding
pending or, to the best knowledge of Buyer, threatened, against
Buyer which
would have an effect on the validity or performance of this
Agreement.
c. DUE
DILIGENCE. Buyer acknowledges that he/she understands that
Company is a public company and he/she represents that he/she has
independently
conducted his/her investigation and due diligence review of
Company's business,
financial condition, capital structure etc., and that he/she has
such knowledge
and experience in financial and business matters that he/she is
capable of
evaluating the risk of investing in Company.
d.
INVESTMENT INTENT. The Shares are being acquired for Buyer's
own account, for investment purposes only and not with a view to,
or with any
present intention of, distributing or reselling any of such
Shares.
e.
ACCREDITED INVESTOR. Buyer is an "Accredited Investor" as that
term is defined in the Securities Act of 1933 and the rules and
regulations
promulgated thereunder and he has such knowledge, sophistication
and experience
in financial, tax and business matters in general, and investments
in securities
in particular, so that he is capable of evaluating the merits and
risks of an
investment in the Shares and he has made such investigations in
connection
herewith as he deemed necessary or desirable so as to make an
informed
investment decision without relying upon Company or Seller for
legal or tax
advice related to this investment.
f. PRIVATE
TRANSACTION; NO GENERAL SOLICITATION. Buyer is
purchasing the Shares in a private transaction separately
negotiat