Exhibit 2.1
UNIT PURCHASE (BUY-SELL) AGREEMENT
THIS AGREEMENT made on the 10th day of April 2006, between VOYAGER
ENTERTAINMENT INTERNATIONAL, INC., a Nevada corporation ("Voyager") and WESTERN
ARCHITRECTURAL SERVICES, LLC, a Utah limited liability company ("Western"),
sometimes individually referred to as a "Party," or collectively as the
"Parties."
R E C I T A L S
A. Voyager is a public corporation in the business of developing and
marketing thematic attractions, including observation wheels,
restaurants, retail facilities and related entertainment.
B. Western is a thematic/architectural manufacturer.
C. Voyager and Western desire to combine resources to increase the sales
of Western.
SECTION ONE
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TERMS OF SALE
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1.01. Sale of Units. In reliance upon the representations and
warranties set forth herein and subject to the terms and
conditions set forth in this Agreement, on the Final Closing
Date, as hereinafter defined, Western shall sell and transfer
to Voyager unit certificates representing all of the units of
Western (the "Units").
1.02. Purchase Price. The purchase price for the Units shall be the
sum of FIVE MILLION (5,000,000) common shares of Voyager stock
(the "Purchase Price") to be paid as follows:
1.02.1. THREE MILLION (3,000,000) shares (the "Deposit
Shares") being issued within ten (10) days of the
Initial Closing Date, as hereinafter defined, as a
deposit.
1.02.2. TWO MILLION (2,000,000) shares (the "Closing Shares")
to be issued at the Final Closing Date, as
hereinafter defined.
1.02.3. Both the Deposit Shares and the Final Shares issued
by Voyager to Western under this Agreement shall have
a one-year restriction place on them from the Initial
Closing Date, as hereinafter defined.
SECTION TWO
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CLOSING
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2.01. Initial Closing. The initial closing of the transaction
contemplated by this Agreement (the "Initial Closing") shall
be held on April 10, 2006, or at such later date as the
parties may agree upon.
2.02. Final Closing. The final closing of the transaction
contemplated by this Agreement shall take place on September
11, 2006 (the "Final Closing") and is subject to the following
terms and conditions:
2.02.1. Voyager's completion of its evaluation and
identification of Western's assets, contracts,
receivables and liabilities (the "Voyager Due
Diligence").
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2.02.2. Western's completion of its evaluation and
identification of Voyager's assets, contracts,
receivables and liabilities (the "Western Due
Diligence").
2.02.3. In the event that Voyager is satisfied with the
Voyager Due Diligence, Voyager will cause the Closing
Shares to be transferred to Western. In the event
that Voyager is not satisfied with the Voyager Due
Diligence, upon written notice to Western, Western
will cause that the Deposit Shares are endorsed and
returned to Voyager and any and all losses or profits
that may have occurred during this period shall be
solely the owner of the entity to which the losses or
profits were derived.
2.02.4. In the event that Western is satisfied with the
Western Due Diligence, Western will inform Voyager of
the same in writing and Voyager will cause the
Closing Shares to be transferred to Western. In the
event that Western is not satisfied with the Western
Due Diligence, upon written notice to Voyager,
Western will cause that the Deposit Shares are
endorsed and returned to Voyager and any and all
losses or profits that may have occurred during this
period shall be solely the owner of the entity to
which the losses or profits were derived.
2.02.5. At the Final Closing the following shall occur, each
action being considered a condition precedent to the
others and all being considered as taking place
simultaneously and each party covenanting (subject
only to the terms and conditions of this Agreement)
to perform or cause to be performed each such action
to be performed on their or its part:
2.02.5.1. Western will deliver to Voyager a unit
certificate representing the Units, duly
issued on the books of Company in the name
of Western as the.
2.02.5.2. Each party will execute and deliver such
other documents and take or cause to be
taken such other actions as are expressly
required under this Agreement or as any
other party or its legal counsel may
reasonably require in order to document and
consummate the transaction which is the
subject matter of this Agreement.
SECTION THREE
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REPRESENTATIONS AND WARRANTIES OF WESTERN
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Western represents and warrants as follows:
3.01. Capital Structure of Company. The authorized capital units of
Company consists of 100 units (the "Authorized Units"). That
all of the Authorized Units are owned by and under the control
of Western. All of the Authorized are validly issued, fully
paid and non-assessable. There are no outstanding
subscriptions, options, calls, rights, warrants, convertible
securities or other agreements or commitments obligating
Company, to issue, sell or otherwise dispose of or to
purchase, redeem or otherwise acquire any of the Authorized
Units.
3.02. Ownership of Authorized Units. At closing, Western shall
transfer the Units to Voyagers free and clear of all liens,
encumbrances, claims or rights of others or defects in title.
No action is pending and Western have no knowledge of any
threatened action which would contest Western' ownership of
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the Units, or their right to transfer the Units. The Units are
not subject to any contract of sale, option or similar
agreement.
3.03. Authority. Western have full right, power and authority to
enter into and perform this Agreement and to sell and transfer
the Units as herein contemplated without obtaining the consent
or approval of any governmental authority or any other person
or entity.
3.04. Brokerage or Finder's Fee. No agent, broker, investment
banker, person or firm acting on behalf of Company or Western
are or will be entitled to any broker's or finder's fee or any
other commission or similar fee, directly or indirectly, from
any of the parties hereto in connection with any of the
transactions contemplated hereby.
SECTION FOUR
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REPRESENTATIONS AND WARRANTIES OF VOYAGER
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Voyager represents and warrants as follows:
4.01. Compliance With Instrument; No Adverse Agreements. Neither the
execution and delivery of this Agreement, nor the consummation
of the transactions contemplated hereby will conflict with or
result in any violation of or constitute a default under any
terms of any material agreement, mortgage, indenture, license,
permit, franchise, lease, or other instrument, judgment,
decree, order, law, or regulations by which Voyager is bound.
Voyager is not subject to any agreement or instrument or to
any judgment, order, writ, injunction, decree, rule, or
regulation which would prevent the consummation of any of the
transactions contemplated hereunder or compliance by Voyager
with the terms and conditions and provisions hereof.
4.02. No Brokerage or Finder's Fees Agreements. No agent, broker,
investment banker, person or firm acting on behalf of Voyager
or under the authority of Voyager is or will be entitled to
any broker's or finder's fee, directly or indirectly, or any
other commission or similar fee, directly or indirectly, from
any of the parties hereto in connection with any of the
transactions contemplated hereby.
4.03. Intent. Voyager is acquiring the Units purchased herein for
their own account for the purpose of investment and not with a
view to or for sale in connection with any distribution
thereof.
SECTION FIVE
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INDEMNIFICATION
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5.01. Voyager hereby agrees to indemnify, defend, and hold harmless
Western against and in respect of any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages,
recoveries, and deficiencies, including interest, penalties,
and reasonable attorneys' fees and costs associated therewith,
incurred, suffered, or asserted against Western, which arise,
result from, or relate to claims, demands, losses, costs,
expenses, obligations, liabilities, damages, recoveries, and
deficiencies arising from or related to the operation of the
Company.
5.02. Western shall notify Voyager of the existence of any such
claim, demand or other matter to which this indemnification
obligation would apply, and shall give Voyager a reasonable
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opportunity to defend the same at their own expense and with
counsel of their own selection, provided that Western shall at
all times also have the right to participate fully in the
defense. If Voyager, within a reasonable time after this
notice, fail to defend, Western shall have the right, but not
the obligation, to undertake the defense of and to compromise
and/or settle the claim or other matter on behalf and for the
account and at the risk of Voyager.
SECTION SIX
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MISCELLANEOUS PROVISIONS
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6.01. Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto, their
heirs, legatees, devises, administrators, personal
representatives, executors, successors and assigns.
6.02. Survival of Representations, Warranties, Covenants and
Agreements. All representations, warranties, covenants,
indemnifications and agreements of Western and Voyagers
contained herein or in any instruments, certificates, or
opinion or other writing provided for herein, shall survive
the closing for a period of six (6) years only.
6.03. Notices. All notices, requests, consents, and other
communications hereunder shall be in writing and shall be
deemed to be properly given when personally delivered to the
party entitled to receive the notice or when sent by certified
or registered mail, postage prepaid, properly addressed to the
party entitled to receive such notice at the address stated
below.
If to Western:
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Western Architectural Services, LLC
Attn.: ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
If to Voyager:
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Voyager Entertainment International, Inc.
Attn.: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇.
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Service of any such notice or other communication made by mail
shall be deemed complete on the date of actual delivery
thereof as shown by the addressee's registry or certification.
Either party may change the address to which future notices
shall be sent by delivering notice of such changed address in
the manner herein described.
6.04. Expenses and Fees. Except as herein expressly provided for,
each of the parties hereto will pay its or their own expenses
incident to the preparation and carrying out of this Agreement
and the expenses and fees involved in the preparation and
delivery of all other documents required to be delivered by or
on behalf of it or them hereunder.
6.05. Entire Agreement. This Agreement, including any exhibits
attached hereto and the related documents described herein,
contains the entire agreement between the parties hereto with
respect to the transactions contemplated hereby and supersedes
all prior written or oral negotiations, commitments,
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representations and agreements with respect thereto.
6.06. Heading; Captions. The headings and captions appearing in this
Agreement are inserted only as a matter of convenience and as
a reference and in no way define, limit, or describe the scope
or intent of this Agreement or any other provisions hereof.
6.07. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but
all of which shall constitute one in the same.
6.08. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited or invalid under
applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity without invalidating
the remainder of such provisions or the remaining provisions
of this Agreement.
6.09. Attorneys' Fees. If any legal action or other proceeding is
brought for the enforcement of this Agreement or because of an
alleged dispute, breach, default or misrepresentation in
connection with any of the provisions of this Agreement, the
successful or prevailing party shall be entitled to recover
reasonable attorneys' fees, and other fees and costs, incurred
in that action or proceeding, in addition to any other relief
to which it may be entitled.
6.10. Waiver. No waiver of any provision of this Agreement shall be
deemed or shall constitute a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed
in writing by the party making such waiver.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
VOYAGER ENTERTAINMENT INTERNATIONAL,
INC., a Nevada corporation
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: President/CEO
WESTERN ARCHITECTURAL SERVICES, LLC, a
Utah limited liability company
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Member
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