Exhibit
10.1
STOCK TRANSFER
AGREEMENT
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 David M. Bovi (“ Bovi
”).
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:
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1.
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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.
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2.
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Delivery of Items; Effect.
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2.1
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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;
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2.2
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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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3.
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Representations and Warranties of
Bovi. Bovi
represents and warrants to the Company as follows:
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3.1
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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.
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3.2
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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.
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3.3
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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.
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3.4
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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.
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4.
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Time of
Closing. The closing
under this Agreement shall take place upon the date of execution of
this Agreement (the “ Closing Eve
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