STOCK TRANSFER AGREEMENT
Exhibit
10.1
THIS
AGREEMENT
made and
entered into this 25th day of October 2006, by and between Universal Capital
Management, Inc., a Delaware corporation (the “Company”);
and
Xxxxx X. Xxxx (“Xxxx”).
WHEREAS,
Bovi
has exercised in full an option to purchase up to Four Hundred Thousand
(400,000) shares of the common stock of the Company at a price of Two Dollars
($2.00) per share issued pursuant to the Company’s 2006 Equity Incentive Plan
(the “Plan”);
WHEREAS,
Bovi
has paid the aggregate exercise price by delivery of an $800,000 promissory
note
(“Promissory
Note”),
which
complies with the terms of the Plan;
WHEREAS,
Bovi is
willing to pay all of the principal and interest due under the Promissory Note
with his transfer to the Company of 1,000,000 shares of Extreme Visual
Technologies, Inc. common stock (“EVT
Common Stock”);
WHEREAS,
the
Company agrees to accept 1,000,000 shares of EVT Common Stock as full payment
and satisfaction of the entire principal and interest amount due under the
Promissory Note.
NOW
THEREFORE,
in
consideration of the premises and the mutual covenants, the parties agree as
follows:
| 1. |
Transfer
of Securities.
Subject to and in accordance with the terms and conditions of this
Stock
Transfer Agreement (“Agreement”),
Bovi agrees to transfer to the Company and the Company agrees to accept
from Bovi 1,000,000 shares of EVT Common Stock as full payment and
satisfaction of the entire principal and interest amount due under
the
Promissory Note.
|
| 2. |
Delivery
of Items; Effect.
|
| 2.1 |
Upon
the closing of this Agreement, Bovi shall deliver to the Company a
stock
certificate representing 1,000,000 shares of fully paid and non-assessable
shares of EVT Common Stock issued in the Company’s name;
|
| 2.2 |
Upon
the closing of this Agreement, the Company shall deliver to Bovi: (i)
a
properly executed Satisfaction of Note, in the form of Exhibit
A
hereto, evidencing receipt of full payment and satisfaction of the
entire
principal and interest amount due under the Promissory Note; and (ii)
the
certificate(s) representing the shares of the capital stock of the
Company
registered in the name of Bovi that secured the Promissory Note pursuant
to the security agreement of even date
thereof.
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1
| 3. |
Representations
and Warranties of Bovi.
Bovi represents and warrants to the Company as
follows:
|
| 3.1 |
Title
to Shares of Common Stock.
Bovi has good and marketable title to the shares of EVT Common Stock
to be
transferred pursuant to this Agreement. There is no third party lien,
claim or interest against such shares, currently or threatened, and
such
shares are unencumbered.
|
| 3.2 |
Transferability
of Shares of Common Stock.
Bovi has full power and authority to transfer the shares of EVT Common
Stock to be transferred pursuant to this Agreement, and the execution,
delivery and performance of this Agreement does not require the consent,
approval or authorization of any third party, including any governmental
authority, other than as described herein.
|
| 3.3 |
No
Conflict.
The execution and delivery of this Agreement and the consummation of
the
transactions contemplated hereby shall not result in a breach of, or
constitute a default under or a violation of the provisions of any
agreement or other instrument to which each of them is a party or by
which
each of them is bound or of any law, ordinance, regulation, decree
or
order applicable to them.
|
| 3.4 |
No
Untrue Statements.
In
connection with the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, no statement
any of
them has made in this Agreement, and no written statement contained
in any
certificate, schedule or other document required to be furnished by
any of
them to the Company pursuant to this Agreement, contains or will contain
any untrue statement of a material fact, or omits or will omit to state
a
material fact necessary in order to make the statements not
misleading.
|
| 4. |
Time
of Closing.
The closing under this Agreement shall take place upon the date of
execution of this Agreement (the “Closing
Event”).
|
| 5. |
Transfer
Documents.
Each of the parties hereto shall (i) make such other agreements and
execute such other documents as the parties determine necessary to
effectuate the transactions contemplated by this Agreement, and (ii)
provide the other party with such additional information and documents
as
may reasonably be requested in connection with the securities exchanged
hereunder, including information necessary to substantiate the tax
basis
of such securities.
|
| 6. |
Mutual
Representation and Warranty.
The parties hereto represent and warrant to each other that this Agreement
is the legal, valid and binding obligation of each party hereto,
enforceable against each party hereto, as the case may be, in accordance
with the terms hereof.
|
2
| 7. |
Miscellaneous.
|
|
7.1
|
Survival
of Representations and Warranties; Limitation of Liability.
The
representations and warranties of each of the parties contained herein
shall survive the execution and delivery hereof, and performance
of
obligations hereunder, and continue in full force and effect forever
hereafter (subject to any applicable statutes of
limitations).
|
|
7.2
|
No
Third Party Beneficiaries.
This Agreement shall not confer any rights or remedies upon any person
or
entity other than the parties and their respective successors, assigns,
heirs or legal representatives, as the case may
be.
|
|
7.3
|
Entire
Agreement. This
Agreement (including the documents referred to herein and any exhibits
or
schedules hereto) constitutes the entire agreement among the parties
and
supersedes any prior understandings, agreements, or representations
by or
among the parties, written or oral, to the extent they related in
any way
to the subject matter hereof.
|
|
7.4
|
Succession
and Assignment. This
Agreement shall be binding upon and inure to the benefit of the parties
named herein and their respective successors, assigns, heirs or legal
representatives, as the case may
be.
|
|
7.5
|
Counterparts.
This
Agreement may be executed in one or more counterparts, each of which
shall
be deemed an original but all of which together will constitute one
and
the same instrument.
|
|
7.6
|
Headings.
The
paragraph and subparagraph headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the
meaning
or interpretation of this
Agreement.
|
|
7.7
|
Notices.
All
notices, requests, demands, claims, and other communications hereunder
shall be in writing. Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly given two business days
after
it is sent by registered or certified mail, return receipt requested,
postage prepaid, and addressed to the intended recipient at the address
first described herein.
|
Either
party hereto may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been
duly
given unless and until it actually is received by the intended recipient. Either
party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other parties
notice in the manner herein set forth.
3
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7.8
|
|
7.9
|
Amendments
and Waivers. No
amendment of any provision of this Agreement shall be valid unless
the
same shall be in writing and signed by each of the parties hereto.
No
waiver by any party of any default, misrepresentation, or breach
of
warranty or covenant hereunder, whether intentional or not, shall
be
deemed to extend to any prior or subsequent default, misrepresentation,
or
breach of warranty or covenant hereunder or affect in any way any
rights
arising by virtue of any prior or subsequent such
occurrence.
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|
7.10
|
Severability.
Any
term or provision of this Agreement that is invalid or unenforceable
in
any situation in any jurisdiction shall not affect the validity or
enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in
any other
situation or in any other
jurisdiction.
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|
7.11
|
Conflict
of Terms.
In
the event of a conflict of terms and conditions between this Agreement
and
any other agreement, the terms and conditions of this Agreement shall
prevail.
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IN
WITNESS WHEREOF,
the
undersigned have executed this Agreement as of date first written
above.
|
UNIVERSAL
CAPITAL MANAGEMENT,
INC.,
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||
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| /s/ Xxxxxx X. Xxxxxxx | /s/ Xxxxxxx X. Xxxxx | |
|
Witness |
Xxxxxxx Xxxxx, President |
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| /s/ Xxxxxx X. Xxxxxxxx | /s/ Xxxxx X. Xxxx | |
|
Witness |
Xxxxx X. Xxxx |
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4
Exhibit
A
SATISFACTION
OF NOTE
Universal
Capital Management, Inc., a corporation organized and existing under the laws
of
the State of Delaware, the holder of the promissory note dated June 15, 2006
in
the principal amount of $800,000 executed by Xxxxx X. Xxxx to Universal Capital
Management, Inc., and fully secured by a security agreement of even date thereof
here, on this 25th day of October 2006, acknowledges full payment and
satisfaction of that promissory note and consents to the release to Xxxxx X.
Xxxx the certificate(s) representing the shares of the capital stock of the
Company registered in the name of Bovi that secured the Promissory Note pursuant
to the security agreement of even date thereof.
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| By: | /s/ Xxxxxxx X. Xxxxx | ||
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Xxxxxxx Xxxxx, President, |
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