Exhibit 99.2
PROXY AGREEMENT
THIS PROXY AGREEMENT (this "Agreement") is made and entered this 15th
day of November 2002 by and between ▇▇▇▇ ▇▇▇▇▇▇, an individual ("Finder") and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an individual ("Proxy"), sometimes hereinafter referred to
individually as a "Party" or collectively as the "Parties."
R E C I T A L S
WHEREAS, ▇▇▇ ▇▇▇▇▇ ("Lender") is willing to make available to Voyager
Entertainment International, Inc., a North Dakota corporation (the "Company") a
credit facility in the form of a line of credit in the total amount of TWO
MILLION FIVE HUNDRED THOUSAND DOLLARS (U.S. $2,500,000) (the "Line of Credit")
subject and pursuant to all of the covenants, conditions and provisions of those
certain agreements entitled "Loan and Security Agreement," the "Revolving
Promissory Note," and the "Finder Fee Agreements" (collectively the "Loan
Documents") executed concurrently herewith;
WHEREAS, the Loan Documents contemplate that Finder will get certain
common stock of the Company (the "Shares") as part of the consideration for the
Line of Credit pursuant to the terms and conditions of the Loan Documents;
WHEREAS, Proxy is the president and a director of the Company;
WHEREAS, Finder is willing to appoint Proxy as his proxy over the
Shares; and
NOW, THEREFORE, in consideration of the foregoing recitals and other
consideration, the parties agree as follows:
1. Appointment of Proxy. Finder hereby irrevocably appoints Proxy, as
proxy, with full power of substitution, and hereby authorizes him to represent
him and vote the Shares on all matters pertaining to the operation of the
Company, as such rights are defined in the operating documents of the Company,
as now existing or may be amended, including, but not limited to the election of
the Board of Directors of the Company at the annual meeting of shareholders.
This appointment will terminate upon the sale of the Shares by Finder to a
non-affiliate, non-insider or relative of the Finder which sale will not be
consummated for the purpose of terminating this appointment.
2. Specific Performance. The Parties acknowledge and agree that in the
event of any breach of this Agreement, the non-breaching party would be
irreparably harmed and could not be made whole by monetary damages. It is
accordingly agreed that in addition to any other remedy to which a Party may be
entitled at law or equity, shall be entitled to compel specific performance of
this Agreement in any action instituted in any court of competent jurisdiction.
3. Miscellaneous.
3.1. Waiver. The waiver of Finder of any breach of any provision of
this Agreement or warranty or representation herein must be in writing and will
not be construed as a waiver of any subsequent or additional breach. The failure
to exercise any right hereunder by Finder will not operate as a waiver of such
right.
3.2. Entire Agreement. This Agreement, together with any written
instruments or documents that are referred to in or part of this Agreement, is
the final expression of the understanding of the Parties concerning the subject
matter of this Agreement and may not be altered or amended except with the
written consent of each of the parties and may not be contradicted by evidence
of any alleged oral agreement.
3.3. Jurisdiction and Governing Law. This Agreement was negotiated in
Utah. The Parties agree to submit to the jurisdiction of a court in Utah to
resolve disputes arising under this Agreement. This Agreement shall be construed
and governed by the terms of Utah law.
3.4. Time. Time is of the essence of this Agreement.
3.5. Legally Binding. The parties acknowledge that this is a legally
binding Agreement and that each have entered into this Agreement having had the
opportunity to fully review the terms hereof in consultation with legal counsel.
This Agreement shall be binding upon and inure to the benefit of the respective
heirs, executors, administrators, successors and assigns of the parties.
3.6. Enforceability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability in such jurisdiction only and
will not invalidate or render unenforceable any other provision of this
Agreement.
3.7. Paragraph Headings. the paragraph headings are for convenience
only and will not affect the construction hereof.
3.8. Notices. All notices, demands, correspondence, copies of
correspondence or other documents which are required or permitted to be given or
served hereunder shall be in writing and will be deemed to be served seventy-two
(72) hours after deposit in First Class United States Mail, postage prepaid and
addressed to the parties as follows:
LENDER: ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
PROXY: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[Remainder of page left intentionally blank]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed and delivered as of the date and year first above written.
FINDER:
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
PROXY:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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