EXHIBIT 2.1
SALE AND PURCHASE AGREEMENT
This Sale and Purchase Agreement (the "Agreement") is entered into as of
September 5, 2001, by and between Xxxx X. Xxxxxxxx, an individual ("Xx.
Xxxxxxxx"), and PSA, Inc., a Nevada corporation ("PSA"), as owner of Royal
International Tours, Inc., a California corporation ("ROYAL"). For good and
valuable consideration, the receipt and adequacy of which the parties
acknowledge, Xx. Xxxxxxxx and PSA mutually agree as follows:
1. RECITAL. This Agreement is made with reference to the following recital of
essential facts:
1.1 PSA is the owner of 100% of the issued and outstanding shares of
ROYAL.
1.2 PSA desires to sell to Xx. Xxxxxxxx, pursuant to this Agreement,
all of the issued and outstanding common stock shares of ROYAL
(the "Royal Shares"), after which, Xx. Xxxxxxxx shall own 100% of
the issued and outstanding shares of ROYAL.
2. SALE AND STOCK. Subject to the terms and conditions hereof, PSA shall sell to
Xx. Xxxxxxxx, and Xx. Xxxxxxxx shall purchase the Shares from PSA all of the
issued and outstanding Royal Shares.
3. THE CLOSING OF THE TRANSACTION. On or before September 26, 2001 (the "Closing
Date"), PSA shall (a) transfer to Xx. Xxxxxxxx a stock certificate for 200
shares of ROYAL, and (b) deliver a copy of the resolution of its board of
directors approving the transaction, attached hereto as Exhibit "A."
4. TRANSACTION CONSIDERATION.
4.1 The Royal shares shall be acquired by Xx. Xxxxxxxx from PSA in
exchange for the obligation by him of Two Hundred Fifty Thousand
Dollars ($250,000.00) to be paid in full on or before the
eighteenth (18th) monthly anniversary of the Closing Date, unless
extended in the sole discretion of PSA.
4.2 In the event that Xx. Xxxxxxxx consummates an acquisition
agreement with PSA for the purchase of Pacific States Airline
Services, Inc., Xx. Xxxxxxxx shall assign with all requisite
powers of transfer, as a secured interest for this Agreement, an
aggregate of Fifty percent (50%) of the total payment due to PSA
of the consideration to be paid by PSA for the purchase of Pacific
States Airline Services, Inc.
4.3 In the event that the payment provision of Section 4.1 is not made
as scheduled, PSA, in its sole discretion, may elect to accept and
cancel the secured interest, as provided in Section 4.2, as
payment in full of Xx. Xxxxxxxx' obligation under Section 4.1.
5. REPRESENTATIONS AND WARRANTIES OF XX. XXXXXXXX. Xx. Xxxxxxxx represents and
warrants that:
5.1 He is relying on his own business and financial knowledge and
experience in making a decision to acquire ROYAL and he has such
knowledge and experience in business and financial matters as
shall enable him to evaluate the merits and risks of the
transaction.
5.2 He is aware of the restrictions on transfer of the Royal shares
and that such shares shall at no times be freely transferable or
be assignable other than to a person or entity accepting similar
restrictions on transferability. Xx. Xxxxxxxx is fully aware of
the restrictions on resale of the shares under this Agreement and
the Securities Act of 1933, as amended (the "1933 Act"); in
particular, he is aware that the shares shall not be registered
under the 1933 Act in connection with this transaction and shall
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not at any time be freely salable, and that any sale of the shares
may have significant adverse tax consequences. Xx. Xxxxxxxx shall
not, in any event, sell, transfer, assign or encumber the shares,
unless, in the opinion of Xx. Xxxxxxxx' counsel, such Royal shares
may be legally sold or distributed without registration under the
1933 Act, and/or registration and/or qualification under then
applicable state and/or Federal statutes, or such shares have been
so registered and/or qualified and an appropriate prospectus shall
then be in effect.
5.3 He has no reason to anticipate any change in personal
circumstances, financial or otherwise, which should cause him to
sell or distribute or necessitate or require any sale or
distribution of the Royal shares. Xx. Xxxxxxxx (a) has adequate
means of providing for his current needs and possible personal
contingencies, (b) has no need for liquidity in this investment,
(c) is able to bear the substantial economic risks of an
investment in the shares for an indefinite period, and (d) at the
present time, could afford a complete loss of such investment. Xx.
Xxxxxxxx' acquisition of the Royal shares is made as a principal
for his sole account for investment purposes only and not with a
view toward the distribution of any portion of the Royal shares
and that under no circumstances shall he sell, transfer, assign or
encumber any portion of the Royal shares except in compliance with
the provisions of this Agreement and applicable securities and
other laws.
5.4 He is fully aware that, in the event payment as provided in
Section 4.1 is not made, the security interest, as described in
Section 4.2, may, at the sole discretion of PSA, be accepted as
payment in full for the his obligation hereunder.
5.5 He and his independent counsel have been afforded every
opportunity to ask any questions and make any inquiry with respect
to the Royal shares and the ROYAL acquisition transaction.
5.6 He has not relied in any manner on any representations, financial
projections, or other written or oral materials furnished to him
by PSA.
5.7 He is fully aware that the Royal shares are being exchanged upon
and within the representations, warranties and agreements as set
forth in this Agreement.
6. REPRESENTATIONS AND WARRANTIES OF PSA. PSA hereby represents and warrants to
Xx. Xxxxxxxx, that the 200 shares of issued and outstanding common stock of
ROYAL are owned by PSA and, except for the foregoing, PSA is not making any
representations and warranties to Xx. Xxxxxxxx beyond terms and conditions of
those contained in this agreement.
7. GOVERNING LAW; JURISDICTION. (a) Notwithstanding the place where this
Agreement may be executed by any of the parties hereto, the parties expressly
agree that all the terms and provisions hereof shall be governed by, and
constituted in accordance with, the laws of the State of California, U.S.A.,
without regard to the choice of law principles thereof, (b) the parties hereto
that any and all matters in dispute or claim arising out of or relating to this
Agreement or breach thereof, shall be submitted to arbitration, in conformity
with the Federal Arbitration Act (Section 9 U.S. Code Section 901 ET SEQ), and
shall be conducted in Los Angeles in accordance with the Rules of the American
Arbitration Association. Any award of the arbitration of any dispute herein
shall be binding on both parties, and shall be submitted to a Court of competent
jurisdiction within the State of California This Agreement shall be governed by
and construed in accordance with the laws of the State of California.
8. FURTHER ASSURANCES. Each party to this Agreement shall execute all
instruments and documents and take all actions as may be reasonably required to
consummate the transaction effectuate this Agreement.
9. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one
document.
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11. TIME OF ESSENCE. Time and strict and punctual performance are of the essence
with respect to each provision of this Agreement.
12. ATTORNEY'S FEES. In the event any litigation, arbitration, mediation, or
other proceeding ("Proceeding") is initiated by any party against any other
party to enforce, interpret or otherwise obtain judicial or quasi-judicial
relief in connection with this Agreement, the prevailing party in such
Proceeding shall be entitled to recover from the unsuccessful party all costs,
expenses, and actual attorney's fees relating to or arising out of (a) such
Proceeding (whether or not such Proceeding proceeds to judgment), and (b) any
post-judgment or post-award proceeding including without limitation one to
enforce any judgment or award resulting from any such Proceeding. Any such
judgment or award shall contain a specific provision for the recovery of all
such subsequently incurred costs, expenses, and actual attorney's fees.
13. MODIFICATION. This Agreement may be modified only in writing executed by the
parties to this Agreement.
14. PRIOR UNDERSTANDINGS. This Agreement contains the entire agreement between
the parties to this Agreement with respect to the subject matter of this
Agreement, is intended as a final expression of such parties' agreement with
respect to such terms as are included in this Agreement, is intended as a
complete and exclusive statement of the terms of such agreement, and supersedes
all negotiations, stipulations, understandings, agreements, representations and
warranties, if any, with respect to such subject matter, which precede or
accompany the execution of this Agreement.
15. PARTIAL INVALIDITY. Each provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law. If any provision of this
Agreement or the application of such provision to any person or circumstance
shall, to any extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such provision to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected by such invalidity or unenforceability, unless such provision or such
application of such provision is essential to this Agreement.
16. NOTICES. All notices or other communications required or permitted to be
given to a party to this Note shall be in writing and shall be personally
delivered, sent by certified mail, postage prepaid, return receipt requested, or
sent by an overnight express courier service that provides written confirmation
of delivery, to such party at the following respective address:
ROYAL and PSA Xxxxx X. Xxxxx
PSA, Inc.
000 Xxxxxx Xxxxxx, Xxxxx 000
Xx Xxxxxxx, Xxxxxxxxxx 00000
Xx. Xxxxxxxx Xx. Xxxx X. Xxxxxxxx
c/x Xxxxxxxx and Partrners
000 Xxxxxx Xxxxxx, Xxxxx 000
Xx Xxxxxxx, Xxxxxxxxxx 00000
Each such notice or other communication shall be deemed given, delivered and
received upon its actual receipt, except that if it is sent by mail in
accordance with this Section, then it shall be deemed given, delivered and
received three days after the date such notice or other communication is
deposited with the United States Postal Service in accordance with this Section.
Any party to this Agreement may give a notice of a change of its address to the
other parties to this Agreement.
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17. HEADINGS. The headings of the Sections of this Agreement have been included
only for convenience, and shall not be deemed in any manner to modify or limit
any of the provisions of this Agreement, or used in any manner in the
interpretation of this Agreement.
18. APPROVALS BY THIRD PARTIES. The exchange transaction of the Shares
contemplated by this Agreement is contingent upon the approval of such
transaction by the California Department of Corporations, if required.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Xx. Xxxxxxxx: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
PSA: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
CEO
PSA, Inc.
ROYAL: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
CEO
Royal International Tours, Inc.
Witness:
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(signature)
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(print name)
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