Acquisition Agreement between Online Vacation Center Holdings Corp., SmartTraveler.com, Inc., and Peter Coloyan (January 19, 2007)

Summary

This agreement is between Online Vacation Center Holdings Corp. (ONVC), SmartTraveler.com, Inc. (STC), and Peter Coloyan, the sole shareholder of STC. ONVC agrees to acquire certain assets of STC for $125,000 in cash and 125,000 restricted shares of ONVC common stock, with specific release dates for the shares. The agreement outlines the transfer process, representations and warranties by STC and its shareholder, and conditions for closing. The transaction is set to close on January 19, 2007, and ONVC may use a subsidiary to complete the acquisition.

EX-2.1 2 ex2-1.txt - -------------------------------------------------------------------------------- EXHIBIT 2.1 ACQUISITION AGREEMENT BY AND BETWEEN SMARTTRAVELER.COM, INC., AS STC, AND ALL OF THE STOCKHOLDERS OF STC, AS HOLDERS, AND ONLINE VACATION CENTER HOLDINGS CORP., AS ONVC. DATED AS OF JANUARY 19, 2007. - -------------------------------------------------------------------------------- ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT (the "Agreement"), dated as of January 19, 2007, is made by ONLINE VACATION CENTER HOLDINGS CORP., a Florida corporation ("ONVC"), SMARTTRAVELER.COM, INC., a Florida corporation ("STC"), and Peter Coloyan, as the sole shareholder of STC ("Holder"). FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which is hereby acknowledged, STC and Holder desire to sell, and ONVC desires to acquire, certain assets of STC (the "STC Assets"), as set forth in the Schedule of Assets attached hereto, for the consideration and on the terms set forth in this Agreement and the parties, intending to be legally bound, hereby agree as follows: 1. SALE AND TRANSFER OF STC ASSETS; CLOSING 1.1 STC ASSETS. Subject to the terms and conditions of this Agreement, at the Closing, STC will sell and transfer the STC Assets to ONVC, and ONVC will acquire the STC Assets from STC. 1.2 CONSIDERATION. The total consideration (the "Consideration") to be paid by ONVC to STC for the STC Assets will be paid as follows: (a) $ 125,000 Cash (the "Cash Consideration") payable by wire transfer or cashiers check at closing; (b) 125,000 restricted shares of ONVC common stock, par value $0.0001 per share (the "Restricted Shares"), of which 125,000 shares shall be subject to a Lock-Up Agreement whereby 50,000 shares shall be released on the 1-year anniversary of closing and 75,000 shares shall be released on the 2-year anniversary of closing. 1.3 CLOSING The acquisition and sale (the "Closing") provided for in this Agreement will take place at the offices of Tripp Scott, P.A., 110 Southeast 6th Street, 15th Floor, Fort Lauderdale, FL 33301, at 10:00 a.m. (local time) on January 19, 2007, or at such other time and place as the parties may agree. 1.4 CLOSING OBLIGATIONS STC and Holder have indicated their acceptance of this Agreement by their execution hereof. At the Closing, ONVC will have received the Closing Deliverables as described in Exhibit A attached hereto, including the Bill of Sale, all in form and substance reasonably satisfactory to ONVC. 1.5 RESERVED 1.6 SUBSIDIARY ONVC shall have the right to establish a subsidiary prior to the Closing, for the purpose of executing the terms of this Agreement. In the event ONVC elects to establish such a subsidiary, the STC Assets shall be transferred, in accordance with the terms of this Agreement, to the subsidiary. ONVC will remain bound by the terms of this Agreement. 1 2. REPRESENTATIONS AND WARRANTIES 2.1 REPRESENTATIONS AND WARRANTIES OF HOLDER AND STC Each of Holder and STC hereby represents and warrants to ONVC as follows: (a) Ownership. STC is and will be on the Closing Date the record and beneficial owner and holder of the STC Assets, free and clear of any and all liens or encumbrances. STC has no subsidiaries. (b) Authorization. Holder is an individual. STC is duly organized and in good standing under the laws of the State in which it was formed and is duly qualified and in good standing in each jurisdiction in which such registration is required. Each of Holder and STC has full right, power and authority to execute and deliver the Holder Documents (as defined below), to perform its obligations therein and to consummate all of the transactions contemplated thereby. (c) Documents. Each of Holder and STC has, or before Closing will have, approved the sale of the STC Assets, this Acquisition Agreement and the transactions contemplated hereby, and approved, executed and delivered this Acquisition Agreement and certain agreements, instruments to be executed and delivered by each of Holder and STC in connection herewith (collectively, the "Holder Documents") and each of the Holder Documents, when executed by Holder or STC, shall be the legal valid and binding obligation of each of Holder and STC in accordance with their terms. (d) No Default. Neither Holder nor STC, nor any vendor or party in contract with Holder or STC , is in violation of any provision of, or in default under, STC's articles of incorporation, by-laws, articles of organization, operating agreement or partnership agreement or any indenture, mortgagee, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule or regulation to which Holder or STC is a party or by which any of them or their property is subject or bound and further, the execution and delivery of the Holder Documents, the performance of the obligations therein and the consummation of the transactions contemplated thereby will not result in a violation thereof, or a default thereunder. (e) No Approvals. Neither Holder nor STC is required to obtain the approval, authorization, consent or any other order of any public or private entity, person, board or body in connection with the transactions contemplated by the Holder Documents, except as set forth in Section 3.1(e) hereof. (f) Financial Statements. The financial statements and other information of STC, copies of which have been, or prior to Closing will have been, provided to ONVC, are true and correct in all material respects and fairly present the assets, liabilities, financial condition, results of operations, changes in stockholders' equity, and cash flow of STC (and of any person or entity required by sound accounting principles to be consolidated or included therein) at their respective dates and for their respective periods, all in accordance with sound accounting principles applied on a consistent basis, subject only to normal recurring year-end adjustments and footnotes (the effect and the content of either of which will not, individually or in the aggregate, be materially adverse). (g) No Material Adverse Change. From the date of the last audited financial statements to the date hereof, there has not been, and through the date of Closing, there will not have been, any change that would materially and adversely affect the financial position or results of operation of STC, or the ability of Holder or STC to consummate the transactions contemplated hereby. 2 (h) No Undisclosed Liabilities. There is no account, note, lease, tax, environmental liability, fine, penalty, civil or criminal action, filing, liability, obligation, lien, encumbrance, restriction or other duty affecting the STC Assets (nor is there any basis, circumstance or fact that might give rise thereto), whether realized or contingent, pending or threatened, or known, as of the date hereof or as of the date of Closing, which has not been, or prior to Closing, will not have been, disclosed in writing to ONVC. (i) No Litigation. There is no action, suit, proceeding or investigation at law or in equity, before or by any court, public board or body, realized or contingent, pending or threatened, known or unknown, against or affecting the STC Assets (nor is there any basis, circumstance or fact therefor) as of the date hereof or as of the date of Closing, which has not been, or prior to Closing, will not have been, disclosed in writing to ONVC. (j) Ordinary Course of Business. Neither Holder nor STC have, nor prior to Closing will they have, taken, or failed or chosen not to take, any action in contemplation of the transactions contemplated hereby other than in the ordinary course of business consistent with the past practices of Holder or STC, which has not been, or prior to Closing, will not have been, disclosed in writing to ONVC. (k) Brokers or Finders. Neither Holder nor STC or their officers or agents have incurred any obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with this Agreement, except for Innovative Travel Acquisitions, Inc. whose fees and expenses shall be paid directly by Holder. Holder will indemnify and hold ONVC and STC harmless from any such payment alleged to be due by or through Holder or STC as a result of the action of Holder or STC or their officers or agents. (l) Securities Representations. STC and Holder hereby represent and warrant to Company as follows: (1) STC and Holder are "Accredited Investors", as such term is defined in Rule 501(a) to the Securities Act of 1933, as amended (the "Securities Act"); (2) STC's and Holder's addresses as set forth on the Bill of Sale are STC's and Holder's true and correct residences and STC and Holder have no present intention of becoming a resident of any other state or jurisdiction; (3) the Restricted Shares are being acquired solely for STC's and Holder's own account, for investment, and are not being purchased with a view to or for the resale, distribution, subdivision, or fractionalization thereof and STC and Holder have no present plans to enter into any contract, undertaking, agreement, or arrangement relating thereto; (4) STC and Holder understand that none of the Restricted Shares have been or will be registered under the Securities Act, that STC and Holder have no rights to require that the Restricted Shares be registered under the Securities Act or any state securities or blue sky laws; that STC and Holder may have to hold the Restricted Shares for a substantial period of time and that it may not be possible for STC and Holder to liquidate STC's and Holder's investment in Company; and that in any event the Restricted Shares may not be assigned, transferred, pledged, or otherwise sold or offered for sale except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act, the availability of which must be established by STC and Holder to the satisfaction of Company; and in replacement or exchange therefore, are to bear a restrictive legend to this effect; (5) STC and Holder are acquiring the Restricted Shares without being furnished any offering literature or prospectus, but STC and Holder have been granted, and are relying upon, STC's and Holder's personal discussions, investigations and due diligence of Company and its officers; (6) STC and Holder have such knowledge and experience in business and financial matters that STC and Holder are capable of evaluating the business and financial matters of 3 Company and the risks and merits relating thereto; (7) that there has never been any representation, guarantee, or warranty made to STC and Holder by any broker, Company, its agents or employees, or any other person, expressly or by implication, as to any gain or profit to be derived from, or the approximate or exact length of time that STC and Holder may be required to remain an owner of, the Restricted Shares, or as to any other matter not expressly contained herein. 2.2 REPRESENTATIONS AND WARRANTIES OF ONVC ONVC hereby represents and warrants to Holder as follows: (a) Authorization. ONVC is duly organized, validly existing, and in good standing under the laws of the State in which it was formed. ONVC has full right, power and authority to execute and deliver the ONVC Documents (as defined below), to perform its obligations therein and to consummate all of the transactions contemplated thereby. (b) Documents. ONVC has, or before Closing will have, approved the sale of the STC Assetss, this Acquisition Agreement and the transactions contemplated hereby, and approved, executed and delivered this Acquisition Agreement and certain agreements, instruments to be executed and delivered by ONVC in connection herewith (collectively, the "ONVC Documents") and each of the ONVC Documents, when executed by ONVC, shall be the legal valid and binding obligation of ONVC in accordance with their terms. (c) No Default. ONVC is not in violation of any provision of, or in default under, and the execution and delivery of the ONVC Documents, the performance of the obligations therein and the consummation of the transactions contemplated thereby will not result in a violation of, or default under, any of ONVC's articles of incorporation, by-laws or any indenture, mortgagee, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule or regulation to which ONVC is a party or by which ONVC or its property is subject or bound. (d) No Approvals. ONVC is not required to obtain the approval, authorization, consent or any other order of any public or private entity, person, board or body in connection with the transactions contemplated by the ONVC Documents, except as set forth in Section 3.2(a) hereof. (e) SEC Reports. ONVC has filed, on a timely basis, all forms, reports and documents (collectively, the "SEC Reports") required to be filed with the Securities Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act") since August 31, 2003. As of their respective dates, each of the SEC Documents complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended and the Exchange Act. (f) Reserved. (g) Brokers or Finders. Neither ONVC nor its officers or agents have incurred any obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with this Agreement and ONVC will indemnify and hold Holder harmless from any such payment alleged to be due by or through ONVC as a result of the action of ONVC or its officers or agents. 3. COVENANTS PRIOR TO CLOSING AND POST-CLOSING 3.1 COVENANTS OF HOLDER AND STC (a) Access and Investigation. Holder and STC each will (1) afford ONVC and its representatives reasonable access to its personnel, properties 4 (including subsurface testing), contracts, books and records, and other documents and data, (2) furnish ONVC with copies of all such contracts, books and records, and other existing documents and data as ONVC may reasonably request, and (3) furnish ONVC with such additional financial, operating, and other data and information as ONVC may reasonably request. (b) Due Diligence. Holder and STC each shall cooperate with ONVC in the conduct of its due diligence and shall furnish, at a minimum, the information, documents and other items set forth in Exhibit B attached hereto. Each of Holder, STC and ONVC herby acknowledge that all items required under Exhibit B have been provided by Holder to ONVC and that Holder makes no representations or warranties with respect to such due diligence materials, except as set forth in Section 2.1 hereof. (c) Audit. STC acknowledges that ONVC, as a publicly traded company, may need audited financial statements of the STC Assets. ONVC, at its expense, may cause its accountants to conduct an audit of STC Assets and to issue audited financial statements as diligently possible. Holder and STC each will assist and provide ONVC and its auditors access to conduct such audit and such further due diligence in connection therewith as ONVC may require. Holder, STC and ONVC each acknowledge and agree that such audit may be completed after the Closing. (d) Operation of STC. Holder and STC each will: (1) conduct its business only in the ordinary course of business and not take, or fail or choose not to take, any action in contemplation of the transactions contemplated hereby or other than in the ordinary course of business consistent with its past practices; (b) use its best efforts to preserve intact its current business organization, keep available the services of its current officers, employees, and agents, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with it; (3) confer with ONVC concerning operational or any other matters of a material nature; and (4) otherwise report periodically to ONVC concerning the status of its business, operations, and finances. Further, Holder and STC each will NOT: (1) enter into, amend, modify, extend, terminate or permit to expire (a) any agreement that involves more than $25,000 or exceeds one year or (b) any compensation agreements, benefit plans or insurance policies, or (2) dispose of any assets, issue any securities or rights with respect to securities, or declare or pay any bonuses, dividends or distributions. ONVC intends to purchase the assets of STC, excluding those assets not listed on the Schedule of Assets and all liabilities of STC (the "Excluded Assets"), which Excluded Assets may be transferred or distributed by STC to Holder (or entities owned or controlled by Holder), provided that a right of first refusal on all or any portion of such Excluded Assets will be granted as set forth herein. (e) Required Approvals. As promptly as practicable after the date of this Agreement, Holder and STC each will: (1) seek and obtain the approval of these transactions by Holder's and STC's Board of Director(s) and shareholders, (2) make all filings, if any, required by applicable law to be made by them in connection with these transactions, and (3) cooperate with ONVC with respect to all filings, if any, that ONVC elects, or is required by any applicable law, to make in connection with these transactions. (f) Notifications. Holder and STC each will promptly notify ONVC in writing if Holder or STC becomes aware of (1) any fact or condition that causes 5 or constitutes a breach of Holder's or STC's representations, warranties or covenants as of the date of this Agreement or as of the date of Closing as if made as of the date of Closing, or (2) any fact or condition that should be disclosed to ONVC in order to make any statements or information furnished to ONVC, in light of the circumstances under which they were made, not misleading. (g) Exclusive Negotiation. Until such time, if any, as this Agreement is terminated pursuant to Section 5.1 hereof, neither Holder nor STC will directly or indirectly solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity (other than ONVC) relating to any transaction involving any sale of the STC Assets, any sale of any of the businesses, assets or equity or other securities of STC, or any merger, consolidation, business combination, or similar transaction involving STC. (h) Efforts. Holder and STC each will use their reasonable commercial efforts to cause the conditions in Article 4 hereof to be satisfied. (i) Bookings. Holder and STC each will be responsible for all bookings of cruises made prior to the date of Closing and any travel expenses or fulfillment associated therewith. This includes those bookings for travel which will not take place until after the date of Closing. In the event ONVC is required to incur any expenses, with respect to any such booking made prior to the date of Closing, ONVC shall be entitled to a right of set-off, as provided in Section 6.5 below. 3.2 COVENANTS OF ONVC (a) Required Approvals. As promptly as practicable after the date of this Agreement, ONVC will: (1) seek and obtain the approval of these transactions by ONVC's Board of Directors and, if required, shareholders, (2) make all filings, if any, required by applicable law to be made by it in connection with these transactions, and (3) cooperate with Holder and STC with respect to all filings, if any, that Holder or STC is required by any applicable law to make in connection with these transactions; provided that this Agreement will not require ONVC to dispose of or make any change in any portion of its business or to incur any other burden to obtain any approval or governmental authorization. (b) Notifications. ONVC will promptly notify Holder and STC in writing if ONVC becomes aware of any fact or condition that causes or constitutes a breach of ONVC's representations, warranties or covenants as of the date of this Agreement or as of the date of Closing as if made as of the date of Closing. (c) Efforts. ONVC will use its reasonable commercial efforts to cause the conditions in Article 4 hereof to be satisfied. (d) Bookings. ONVC will be responsible for all bookings of cruises made after the date of Closing. 4. CONDITIONS PRECEDENT TO CLOSING 4.1 CONDITIONS PRECEDENT TO ONVC'S OBLIGATION TO CLOSE ONVC's obligation to acquire the STC Assets and to take the other actions required to be taken by ONVC at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by ONVC, in whole or in part): 6 (a) Representations. Each of the representations and warranties made by Holder and STC herein and in the Holder Documents is true and correct in all material respects as of the date hereof and as of the date of Closing as if made on the date of Closing. (b) Conditions. Each of the conditions required for the execution and delivery of the Holder Documents, including, without limitation those required herein, has been fulfilled in all material respects or waived to the satisfaction of ONVC and all parties thereto. (c) Holder's Performance. Each and every covenant and obligation of Holder and STC hereunder required to be performed or complied with at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), has been duly performed and complied with in all material respects. (d) Due Diligence. ONVC has concluded its due diligence except for the audit of the STC Assets, which each of Holder, STC and ONVC have agreed will be conducted post-closing. (e) Closing Deliverables. Each of the Closing Deliverables listed in Exhibit A attached hereto has been delivered to the satisfaction of ONVC, including the approvals required in Sections 3.1(e) and 3.2(a) hereof. (f) Ancillary Agreements. Peter Coloyan shall have entered into a Confidentiality & Non-Compete Agreement and a Right of First Refusal Agreement with ONVC in form and substance satisfactory to ONVC. 5. TERMINATION 5.1 TERMINATION EVENTS This Agreement may, by notice given prior to or at the Closing, be terminated: (a) by mutual consent of ONVC and Holder; (b) by either ONVC or Holder if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived or cured within 20 days after written notice to the party in breach; (c) by ONVC if any of the conditions in Section 4.1 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of ONVC to comply with its obligations under this Agreement) and ONVC has not waived such condition on or before the Closing Date; or (d) by either ONVC or Holder if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before January 19, 2007, or such later date as the parties may agree. 5.2 EFFECT OF TERMINATION Each party's right of termination under Section 5.1 hereof is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 5.1 hereof, all further obligations of the parties under this Agreement will terminate, except that the obligations in Article VI and Sections 7.1 and 7.3 will survive; provided, however, that if this Agreement is terminated by a party because of the breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired. 7 6. INDEMNIFICATION; REMEDIES 6.1 SURVIVAL; INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE All representations, warranties, covenants, and obligations in this Agreement, the Holder Documents and the ONVC Documents will survive the Closing for a period of twenty-four (24) months. The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations. 6.2 INDEMNIFICATION BY HOLDER AND STC Holder and STC will indemnify and hold harmless ONVC, and its respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any breach of any representation, warranty or covenant made by Holder or STC in this Agreement or in any other Holder Document, whether such breach is as of the date hereof or as of the date of Closing as if made on the date of Closing; or (b) any action or omission by, or any product shipped or manufactured by, or any services provided by, STC prior to the date of Closing. 6.3 INDEMNIFICATION BY ONVC ONVC will indemnify and hold harmless Holder and STC, and will pay to Holder and STC the amount of any Damages arising, directly or indirectly, from or in connection with (a) any breach of any representation or warranty made by ONVC in this Agreement or in any ONVC Document, whether such breach is as of the date hereof or as of the date of Closing as if made on the date of Closing; or (b) any action or omission by, or any product shipped or manufactured by, or any services provided by, STC after the date of Closing. 6.4 PROCEDURE FOR INDEMNIFICATION (a) Promptly after receipt by an indemnified party of notice of a potential indemnified third-party claim, such indemnified party will give written notice thereof to the indemnifying party, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. The indemnifying party shall assume, and pay all fees and costs incurred in, the defense of such action with counsel reasonably satisfactory to the indemnified party (including separate representation if the indemnifying party is also a party to such action). No compromise or settlement of any claim may be effected without the written consent of both the indemnifying and the indemnified parties, which consents shall not be unreasonably withheld or delayed. 8 (b) A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought. 6.5 RIGHT OF SET-OFF Upon notice to Holder and STC specifying in reasonable detail the basis for such set-off, ONVC may (and, if so directed by Holder, shall) set off any amount to which it may be entitled under this Article 6 against amounts otherwise due and payable hereunder. The exercise of such right of set-off by ONVC in good faith, whether or not ultimately determined to be justified, will not constitute an event of default hereunder or under any ONVC Document. Neither the exercise of nor the failure to exercise such right of set-off or to give a notice of any claim hereunder will constitute an election of remedies or limit ONVC in any manner in the enforcement of any other remedies that may be available to it. 6.6 LIMITATIONS ON INDEMNITY OBLIGATIONS (a) Neither Holder nor ONVC, respectively, shall have any liability (for indemnification or otherwise) to the Indemnified Persons with respect to any matters described in this Article 6 until the total amount of Damages attributable to Holder or ONVC, respectively, with respect to such matters exceeds $10,000 (the "Deductible"), and then only for the amount by which such Damages exceed the Deductible. (b) The maximum aggregate amount of Damages that Holder or ONVC, respectively, shall be obligated to pay to the Indemnified Persons under this Article 6 shall be limited to an amount equal to the value of the Consideration. 6.7 SOLE REMEDY Upon and after the Closing, the provisions of this Article 6 represent the sole and exclusive remedy available to any party to this Agreement for any misstatement or omission by any other party relating to any representation or warranty contained herein or for any breach by any other party of any representation, warranty, covenant or agreement contained herein and, except with respect to fraudulent acts, each party hereby unconditionally waives any other rights that it may have at law or in equity for any misstatement or omission by any other party from any representation or warranty contained herein, or any breach by any other party of any representation, warranty, covenant or agreement contained herein. 7. GENERAL PROVISIONS 7.1 EXPENSES Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and these transactions, including all fees and expenses of agents, representatives, counsel, and accountants. In the event of termination of this Agreement, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this Agreement by another party. 7.2 PUBLIC ANNOUNCEMENTS Any public announcement or similar publicity with respect to this Agreement or the contemplated transactions will be issued, if at all, at such time and in such manner as ONVC determines. Unless consented to by ONVC in advance, prior to the Closing Holder shall, and shall cause STC to, keep this 9 Agreement strictly confidential and may not make any disclosure of this Agreement to any person or entity. Holder and ONVC will consult with each other concerning the means by which STC's employees, customers, and suppliers and others having dealings with STC will be informed of these contemplated transactions, and ONVC will have the right to be present for any such communication. 7.3 CONFIDENTIALITY ONVC and Holder and STC will maintain in confidence, and will cause the directors, officers, employees, agents, and advisors of each to maintain in confidence, and not use to the detriment of another party any written, oral, or other information obtained in confidence from another party in connection with this Agreement or these transactions, unless (a) such information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party, (b) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of these transactions, or (c) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings. If these transactions are not consummated, each party will return or destroy as much of such written information as the other party may reasonably request. 7.4 MISCELLANEOUS All notices and communications hereunder will be deemed given upon receipt by personal delivery, overnight courier, fax or e-mail or upon the 3rd day following mailing by registered or certified mail, return receipt requested, and either delivered or addressed to the addresses set forth herein. This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings or agreements, written or verbal, between the parties. This Agreement may be amended, supplemented, modified or discharged only in writing executed by all parties. This Agreement may not be assigned by either party. Any dispute hereunder shall be resolved by arbitration and all parties waive any right to a trial by jury in connection therewith. Each party agrees that remedies for any breach hereof include damages, specific performance, injunctive relief and other equitable remedies, that no bond shall be required in connection therewith and that the prevailing party shall be entitled to recover attorney's fees and costs. This Agreement will be governed by the laws of the State of Florida and venue and jurisdiction will lie in Broward County, Florida. 10 IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.