Exhibit 10.1


 


 


	Activist Investing LLC	Custodian Ventures LLC
	1185 Avenue of the Americas, 3rd Floor	3445 Lawrence Avenue
	New York, New York 10036	Oceanside, New York 11572


 


DAVID ELLIOT LAZAR


1185 Avenue of the Americas, 3rd Floor


New York, New York 10036


 


 


November 30, 2020


 


 


DPW Holdings, Inc.


201 Shipyard Way, Suite E


Newport Beach, CA 92663


Attn.: Milton C. Ault III, Chief Executive Officer


 


		Re:	Shares of Common Stock of Universal Security Instruments, Inc.



 


Dear Sir:


 


This letter is being delivered in connection
with the purchase from Activist Investing LLC, Custodian Ventures LLC, and David Elliot Lazar (collectively, the “Seller”)
by DPW Holdings, Inc. (the “Purchaser”) of the Seller’s collective 228,967 shares of common stock, par value
$0.01 (the “Securities”), of Universal Security Instruments, Inc. (the “Company”) at a purchase
price of $3.10 per share.


 


1.       Subject
to the terms and conditions of this letter agreement, at the Closing (as defined below) Seller will sell, assign, transfer and
convey to Purchaser, and Purchaser will purchase, the Securities for an aggregate purchase price of $709,797.70 (the “Purchase
Price”). The purchase and sale of the Securities shall take place remotely via the exchange of documents and signatures,
as soon as the shares are ready to be DWAC’d over to the buyer, but no later than 30 business days from the signing of this
agreement. (which time and place are designated as the “Closing”). At the Closing, Seller shall initiate the electronic
delivery of the Securities to Purchaser to the account listed on Exhibit A attached hereto and Purchaser will deliver the
Purchase Price to Seller by wire transfer of immediately available funds to the bank account listed on Exhibit A attached
hereto.


 






    	 	 	 



    	 



    

 


2.       Seller
hereby represents and warrants to Purchaser as of the date hereof and as of the Closing as follows (it being understood and agreed
that since the term “Seller” is used to describe three persons, the following representations and warranties are made
jointly and severally as among the persons comprising the “Seller”): (i) Seller has all requisite power and authority
to execute and deliver this letter agreement and to consummate the transactions described herein, (ii) the execution and delivery
by Seller of this letter agreement and the performance by Seller of its obligations hereunder have been duly authorized by all
requisite action on the part of Seller and no other proceedings on the part of Seller are necessary to authorize the execution
and delivery of this letter agreement and the consummation of the transactions contemplated hereby, (iii) this letter agreement
has been duly executed and delivered by Seller and assuming due authorization, execution and delivery of this letter agreement
by Purchaser constitutes a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms
except (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws
of general application relating to or affecting the enforcement of creditors’ rights generally, or (y) as limited by
laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, (iv) Seller owns, beneficially
and/or of record, the Securities and has good and marketable title to the Securities, free and clear of any and all covenants,
conditions, restrictions, voting trust arrangements, proxies, liens, charges, encumbrances, options and adverse claims or rights
whatsoever (“Liens”), except for restrictions on transfer arising under applicable federal and state securities laws,
(v) at the Closing, Seller will deliver to Purchaser good and valid title to the Securities, free and clear of all Liens, except
for restrictions on transfer arising under applicable federal and state securities laws, (vi) no suit, action or other proceeding
is pending or, to the knowledge of the Seller, threatened before any governmental authority seeking to restrain the Seller or
prohibit the Seller’s entry into this letter agreement or prohibit the Closing, and (vii) the execution and delivery of
this letter agreement and the performance by Seller of its obligations hereunder will not (x) other than with respect to Mr. Lazar, violate
or breach any provision of Seller’s organizational or governing documents, (y) violate or breach any statute, law,
rule, regulation or order by which Seller or any of its properties may be bound or (z) breach, or result in a default under,
any contract to which Seller is a party or by which Seller or any of its properties may be bound.


 


3.       Seller
acknowledges that Purchaser (a) now possesses and may hereafter possess certain non-public information concerning the Company and
its affiliates and/or the Securities (the “Non-Public Information”) that may or may not be known by Seller which may
constitute material information with respect to the foregoing, and (b) is relying on this letter agreement and would not enter
into a transaction to purchase the Securities from Seller absent this letter agreement.  Seller agrees to sell the Seller’s
Securities to Purchaser notwithstanding that it is aware that such Non-Public Information exists and that Purchaser may not have
disclosed all Non-Public Information to it.  Seller acknowledges that it is a sophisticated seller with respect to the
purchase and sale of securities such as the Securities and that Purchaser has no obligations to Seller to disclose such Non-Public
Information and that if the Non-Public Information were fully disclosed to Seller, the Non-Public Information could foreseeably
affect Seller’s willingness to enter into this letter agreement and the price that Seller would be willing to accept to sell
the Securities. Moreover, such Non-Public Information may indicate that the value of the Securities is substantially lower or higher
than the Purchase Price. Additionally, Seller acknowledges that it has adequate information concerning the Securities, and the
business and financial condition of the Company and its affiliates, to make an informed decision regarding the sale of the Securities,
and has independently and without reliance upon Purchaser, and based upon such information as the Seller has deemed appropriate,
made its own analysis and decision to sell the Securities to Purchaser. Seller is experienced, sophisticated and knowledgeable
in the trading of securities and other instruments of private and public companies and understands the disadvantage to which it
may be subject on account of any disparity of the access to, and possession of, such Non-Public Information between Seller and
Purchaser. Seller has conducted an independent evaluation of the Securities to determine whether to enter into this letter agreement
and, notwithstanding the absence of access by Seller to the Non-Public Information known by Purchaser, Seller is desirous of entering
into this letter agreement and consummating the transactions contemplated hereby. Seller, because of, among other things, its business
and financial experience, is capable of evaluating the merits and risks of the transactions contemplated by this letter agreement
and of protecting its own interests in connection with this letter agreement.


 






    	 	 	 



    	 



    

 


4.       Purchaser
hereby represents and warrants to Seller as of the date hereof and as of the Closing as follows: (i) Purchaser is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) Purchaser has all requisite
power and authority to execute and deliver this letter agreement and to consummate the transactions described herein, (iii) the
execution and delivery by Purchaser of this letter agreement and the performance by Purchaser of its obligations hereunder have
been duly authorized by all requisite action on the part of Purchaser and no other proceedings on the part of Purchaser are necessary
to authorize the execution and delivery of this letter agreement and the consummation of the transactions contemplated hereby,
(iv) this letter agreement has been duly executed and delivered by Purchaser and assuming due authorization, execution and delivery
of this letter agreement by Seller constitutes a valid and legally binding obligation of Purchaser, enforceable against Purchaser
in accordance with its terms except (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally,
or (y) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies,
and (v) the execution and delivery of this letter agreement and the performance by Purchaser of its obligations hereunder will
not (x) violate or breach any provision of Purchaser’s organizational or governing documents, (y) violate or breach
any statute, law, rule, regulation or order by which Purchaser or any of its properties may be bound or (z) breach, or result
in a default under, any contract to which Purchaser is a party or by which Purchaser or any of its properties may be bound.


 


5.       Purchaser
acknowledges that Seller (a) now possesses and may hereafter possess Non-Public Information that may or may not be known by Purchaser
which may constitute material information with respect to the foregoing, and (b) is relying on this letter agreement and would
not enter into a transaction to sell the Securities to Purchaser absent this letter agreement.  Purchaser agrees to purchase
the Seller’s Securities from Seller notwithstanding that it is aware that such Non-Public Information exists and that Seller
may not have disclosed all Non-Public Information to it.  Purchaser acknowledges that it is a sophisticated purchaser
with respect to the purchase and sale of securities such as the Securities and that Seller has no obligations to Purchaser to disclose
such Non-Public Information and that if the Non-Public Information were fully disclosed to Purchaser, the Non-Public Information
could foreseeably affect Purchaser’s willingness to enter into this letter agreement and the price that Purchaser would be
willing to pay to purchase the Securities. Moreover, such Non-Public Information may indicate that the value of the Securities
is substantially lower or higher than the Purchase Price. Additionally, Purchaser acknowledges that it has adequate information
concerning the Securities, and the business and financial condition of the Company and its affiliates, to make an informed decision
regarding the purchase of the Securities, and has independently and without reliance upon Seller, and based upon such information
as the Purchaser has deemed appropriate, made its own analysis and decision to purchase the Securities from Seller. Purchaser is
experienced, sophisticated and knowledgeable in the trading of securities and other instruments of private and public companies
and understands the disadvantage to which it may be subject on account of any disparity of the access to, and possession of, such
Non-Public Information between Purchaser and Seller. Purchaser has conducted an independent evaluation of the Securities to determine
whether to enter into this letter agreement and, notwithstanding the absence of access by Purchaser to the Non-Public Information
known by Seller, Purchaser is desirous of entering into this letter agreement and consummating the transactions contemplated hereby.
Purchaser, because of, among other things, its business and financial experience, is capable of evaluating the merits and risks
of the transactions contemplated by this letter agreement and of protecting its own interests in connection with this letter agreement.


 






    	 	 	 



    	 



    

 


6.       Seller
does for itself and its successors and/or assigns, hereby irrevocably forever release, discharge and waive any and all claims,
rights, causes of action, suits, obligations, debts, demands, liabilities, controversies, costs, expenses, fees, or damages of
any kind (including, but not limited to, any and all claims alleging violations of federal or state securities laws, common-law
fraud or deceit, breach of fiduciary duty, negligence or otherwise), whether directly, derivatively, representatively or in any
other capacity, against the Purchaser or any of its affiliates, including, without limitation, any and all of its present and/or
past directors, officers, members, partners, employees, fiduciaries, agents or accounts under management, and their respective
successors and assigns (collectively, the “Purchaser Released Parties”), arising on or prior to the date hereof,
which are based upon, arise from or in any way relate to or involve, directly or indirectly, Purchaser’s failure to disclose
all or any portion of the Non-Public Information known by it to Seller in connection with the transfer of the Securities by Seller
to Purchaser. Seller also agrees that it shall not institute or maintain any cause of action, suit, complaint or other proceeding
against any of the Purchaser Released Parties as a result of such Purchaser Released Parties’ failure to disclose fully such
Non-Public Information to Seller or otherwise in connection with this letter agreement.


 


7.       Purchaser
does for itself and its respective successors and/or assigns, hereby irrevocably forever releases, discharges and waives any and
all claims, rights, causes of action, suits, obligations, debts, demands, liabilities, controversies, costs, expenses, fees, or
damages of any kind (including, but not limited to, any and all claims alleging violations of federal or state securities laws,
common-law fraud or deceit, breach of fiduciary duty, negligence or otherwise), whether directly, derivatively, representatively
or in any other capacity, against the Seller or any of its respective affiliates, including, without limitation, any and all of
their present and/or past directors, officers, members, partners, employees, fiduciaries, agents or accounts under management,
and their respective successors and assigns (collectively, the “Seller Released Parties”), arising on or prior
to the date hereof, which are based upon, arise from or in any way relate to or involve, directly or indirectly, Seller’s
failure to disclose all or any portion of the Non-Public Information known by it to Purchaser in connection with the transfer of
the Securities by Seller to Purchaser.  Purchaser also agrees that it shall not institute or maintain any cause of action,
suit, complaint or other proceeding against any of the Seller Released Parties as a result of such Seller Released Parties’
failure to disclose fully such Non-Public Information to Purchaser or otherwise in connection with this letter agreement.


 






    	 	 	 



    	 



    

 


8.       Each
of Seller and Purchaser agrees that this letter agreement, including, without limitation, the representations, warranties, agreements,
waivers, releases, acceptances and acknowledgments contained herein, shall be binding upon and inure to the benefit of Purchaser
and Seller and their respective successors and assigns, and shall survive the execution and delivery of this letter agreement and
the consummation of the sale of Seller’s Securities to Purchaser.  


 


9.       This
letter agreement constitutes the entire agreement between the parties, supersedes any prior agreements and understandings, written
or oral, between the parties with respect to the subject matter of the agreement, and contains the only representations or warranties
on which the parties are entitled to rely.


 


10.      This
letter agreement may be executed in counterparts. 


 


11.      This
letter agreement shall be construed in accordance with the laws of the State of New York and the parties agree to and accept the
exclusive jurisdiction of the courts of appropriate jurisdiction sitting in the Borough of Manhattan, City of New York, New York
with respect to any action relating to this letter agreement. The parties hereto agree that irreparable damage would occur if any
provision of this letter agreement were not performed in accordance with the terms hereof and that the parties shall be entitled
to an injunction or injunctions to prevent breaches or threatened breaches of this letter agreement or to enforce specifically
the performance of the terms and provisions hereof in any federal court located in the State of New York or any New York state
court, in addition to any other remedy to which they are entitled at law or in equity.


 


Please indicate your acknowledgment and
agreement to the foregoing by signing below where indicated.


 


SELLER:


 


	Activist Investing LLC	 
	 	 
	By:	/s/ David Elliot Lazar	 
	 	Name:	David Elliot Lazar	 
	 	Title:	Chief Executive Officer	 


 


	Custodian Ventures LLC	 
	 	 
	By:	
        /s/ David Elliot Lazar
	 
	 	Name:	David Elliot Lazar	 
	 	Title:	Chief Executive Officer	 


 


	/s/ David Elliot Lazar	 
	David Elliot Lazar	 


 






    	 	 	 



    	 



    

 


ACKNOWLEDGED AND AGREED


AS OF THE DATE FIRST WRITTEN ABOVE:


 


PURCHASER:


 


	DPW Holdings, Inc.	 
	 	 
	By:	/s/ Milton C. Ault III	 
	 	Name:	Milton C. Ault III	 
	 	Title:	Chief Executive Officer