EXHIBIT 2.1
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ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement ("Agreement") made as of the 25th day
of
August, 2005, by and between Alec Bradley Cigar Corporation, a
Florida
corporation (the "Seller") and Alan Rubin or his assigns (Alan
Rubin and his
assignees are collective referred to as the "Buyer").
RECITALS:
WHEREAS, the Board of Directors and management of the Seller
believe
that it is in the best interest of the Seller and that the success
of the Seller
will be better achieved by the disposition of its assets and all of
the
liabilities associated with the operations and business of the
Seller that
comprise its cigar importing and distribution operations (the
"Division");
NOW, THEREFORE, in consideration of the mutual covenants,
agreements,
representations and warranties contained in this Agreement, the
parties hereto
agree as follows:
SECTION 1. SALE AND PURCHASE OF ASSETS
Upon the terms and subject to the conditions of this Agreement,
the
Buyer will at the Closing (as hereinafter defined), acquire from
the Seller for
2,700,000 shares (the "Shares") of the Seller's common stock owned
by the Buyer
(the "Purchase Price"), the assets which are more completely
described on
Exhibit 1 hereof (collectively the "Assets");
SECTION 2. ASSUMPTION OF LIABILITIES
The Buyer shall assume all of Seller's liabilities including
all
liabilities associated with the business and operations of the
Division, whether
or not such liabilities are reflected on the books or records of
Seller on the
date hereof or on the Closing Date (collective all of the
aforementioned
liabilities are collectively the "Liabilities").
SECTION 3. EFFECTIVE DATE AND THE CLOSING
The effective date (the "Effective Date") of this transaction shall
be
simultaneous with the closing of the Share Exchange Agreement (the
"Share
Exchange") between Online Vacation Center Holdings, Inc.
("Acquisition Target")
and the Seller. The closing of the transaction contemplated herein
(the
"Closing") shall occur at a mutually agreeable time and place, on
the earliest
practicable date following the day on which all of the obligations
and
conditions precedent herein are complied with but in no event later
than the
date of the Share Exchange.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller, to the best of its knowledge, makes the representations
and
warranties to Buyer set forth below.
4.1 Corporate Power of Seller. Seller has the full legal right
and
power and all authority and approval required to enter into,
execute and deliver
this Agreement and to perform fully its obligations hereunder.
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4.2 Due Authority. Seller has all power and authority necessary
to
enable it to carry out the transactions contemplated by this
Agreement. The
execution and delivery of this Agreement and the consummation of
the
transactions contemplated by them have been authorized by all
necessary
corporate action on the part of Seller. This Agreement is a valid
and binding
agreement of Seller, enforceable against the Sellers in accordance
with its
terms. Neither the execution and delivery of this Agreement by the
Seller nor
the consummation of the transactions contemplated by this Agreement
will
violate, result in a breach of, or constitute a default under, any
agreement or
instrument to which Seller is a party or by which the Seller is
bound, or any
order, rule or regulation of any court or governmental agency
having
jurisdiction over the Seller.
4.3 No Consents. No governmental filings, authorizations, approvals
or
consents are required to permit Seller to fulfill all of their
respective
obligations under this Agreement.
4.4 No Breach. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated
hereby will not
(i) violate any provision of the Certificate of Incorporation of
Seller; (ii)
violate, conflict with or result in the breach of any of the terms
of, result in
a material modification of, otherwise give any other contracting
party the right
to terminate, or constitute (or with notice or lapse of time or
both) a default
under any contract or other agreement to which the Seller is a
party; (iii)
violate any order, judgment, injunction, award or decree of any
court,
arbitrator or governmental or regulatory body against, or binding
upon Seller,
or upon the properties or business of the Seller; or (iv) violate
any statute,
law or regulation of any jurisdiction applicable to the Seller.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer, to the best of its knowledge, represents and warrants to
Seller
as follows:
5.1 Corporate Power of Buyer. Buyer has the full legal right and
power
and all authority and approval required to enter into, execute and
deliver this
Agreement and to perform fully its obligations hereunder.
5.2 Due Authority. Buyer has all power and authority necessary
to
enable it to carry out the transactions contemplated by this
Agreement. The
execution and delivery of this Agreement and the consummation of
the
transactions contemplated by it have been authorized by all
necessary action on
the part of Buyer. This Agreement is a valid and binding agreement
of Buyer,
enforceable against Buyer in accordance with its terms. Neither the
execution
and delivery of this Agreement by Buyer nor the consummation of the
transactions
contemplated by this Agreement will violate, result in a breach of,
or
constitute a default under, any agreement or instrument to which
Buyer is a
party or by which Buyer is bound, or any order, rule or regulation
of any court
or governmental agency having jurisdiction over Buyer.
5.3 No Breach. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated
hereby will not
(i) violate, conflict with or result in the breach of any of the
terms of,
result in a material modification of, otherwise give any other
contracting party
the right to terminate, or constitute (or with notice or lapse of
time or both)
a default under any contract or other agreement to which Buyer is a
party; (ii)
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violate any order, judgment, injunction, award or decree of any
court,
arbitrator or governmental or regulatory body against, or binding
upon Buyer, or
upon the properties or business of Buyer; or (iii) violate any
statute, law or
regulation of any jurisdiction applicable to Buyer.
5.4 Ownership of the Shares. The Buyer is the lawful owner of
the
Shares, free and clear of all security interests, liens,
encumbrances, equities
and other charges. The Buyer is not a party to any agreement,
written or oral,
creating rights in respect to the Shares in any third person or
relating to the
voting rights of the Shares.
SECTION 6. COVENANTS
6.1 Seller's Cooperation After the Closing; Further Action. At
any
time, and from time to time after the Closing, the Seller shall
execute and
deliver to the Buyer such other instruments and take such other
actions as the
Buyer may reasonably request more effectively to vest title of the
Division in
the Buyer and, to the full extent permitted by law, to put the
Buyer in actual
possession and operating control of the Division. Each of the
parties her
