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
